SENS Announcement | 28 May 2025

ADvTECH Limited

(Incorporated in the Republic of South Africa)

(Registration number 1990/001119/06)

Share code: ADH      ISIN: ZAE000031035

(“ADvTECH” or “the Company”)

 

RESULTS OF THE ANNUAL GENERAL MEETING

In terms of section 3.95 of the JSE Listings Requirements, shareholders are hereby advised that at the Annual General Meeting (“AGM”) of shareholders of the Company held today, Wednesday 28 May 2025 all the proposed ordinary and special resolutions, as set out in the Notice of Annual General Meeting, were approved by the requisite majority of shareholders present or represented by proxy.

Details of the results of voting at the annual general meeting are as follows:

Ordinary shares:
Total number of issued ordinary shares: 554 456 252
Total number of issued ordinary shares net of treasury shares: 6 372 333
Total Votable Ordinary Shares 548 083 919


The meeting was attended by shareholders representing 392 328 450 ADvTECH shares which amounted to 70.76% of the total ordinary issued share capital of ADvTECH, voting in person or by proxy.


The resolutions proposed at the AGM, together with the percentage of shares abstained (as a percentage of total issued share capital of the Company), as well as the percentage of votes carried for and against each resolution (as a percentage of shares voted), are as follows:


1.         Ordinary resolution number 1: Adoption of annual financial statements

FOR AGAINST ABSTAIN
392 041 117 0 287 333
100% 0.00% 0.05%


2.          Ordinary resolution number 2: Confirmation of appointment of JW Boonzaaier

FOR AGAINST ABSTAIN
391 680 143 0 648 307
100% 0.00% 0.12%


3.         Ordinary resolution number 3: Confirmation of appointment DL Smith

FOR AGAINST ABSTAIN
389 253 825 2 787 292 287 333
99.29% 0.71% 0.05%


4.          Ordinary resolution number 4: Confirmation of appointment H Christopher

FOR AGAINST ABSTAIN
392 041 117 0 287 333
100% 0.00% 0.05%


5.          Ordinary resolution number 5: Confirmation of appointment JA Boggenpoel

FOR AGAINST ABSTAIN
392 041 117 0 287 333
100% 0.00% 0.05%


6.          Ordinary resolution number 6: Re-election of KDM Warburton

FOR AGAINST ABSTAIN
294 422 764 97 618 353 287 333
75.10% 24.90% 0.05%


7.          Ordinary resolution number 7: Re-election of JS Chimhanzi

FOR AGAINST ABSTAIN
389 326 005 2 715 112 287 333
99.31% 0.69% 0.05%


8.           Ordinary resolution number 8: Re-election of SW van Graan

FOR AGAINST ABSTAIN
392 041 117 0 287 333
100% 0.00% 0.05%


9.           Ordinary resolution number 9: Re-election of A Watson

FOR AGAINST ABSTAIN
392 041 117 0 287 333
100% 0.00% 0.05%


10.               Ordinary resolution number 10: Re-election of KDM Warburton as member and chairperson of the Audit and risk committee

FOR AGAINST ABSTAIN
385 175 612 6 865 505 287 333
98.25% 1.75% 0.05%


11.               Ordinary resolution number 11: Re-election of JS Chimhanzi as member of the Audit and risk committee

FOR AGAINST ABSTAIN
389 326 005 2 715 112 287 333
99.31% 0.69% 0.05%


12.               Ordinary resolution number 12: Election of H Christophers as a member of the Audit and risk committee

FOR AGAINST ABSTAIN
392 041 117 0 287 333
100% 0.00% 0.05%


13.               Ordinary resolution number 13: Election of JA Boggenpoel as member of Audit and risk committee

FOR AGAINST ABSTAIN
392 041 117 0 287 333
100% 0.00% 0.05%


14.               Ordinary resolution number 14: Election of JS Chimhanzi as a member and chairperson of the TSEC committee

FOR AGAINST ABSTAIN
389 326 005 2 715 112 287 333
99.31% 0.69% 0.05%


15.               Ordinary resolution number 15: Election of A Watson as a member of the TSEC committee

FOR AGAINST ABSTAIN
392 041 117 0 287 333
100% 0.00% 0.05%


16.               Ordinary resolution number 16: Election of SW van Graan as a member of the TSEC committee

FOR AGAINST ABSTAIN
392 041 117 0 287 333
100% 0.00% 0.05%


17.               Ordinary resolution number 17: Election of GD Whyte as a member of the TSEC committee

FOR AGAINST ABSTAIN
392 041 117 0 287 333
100% 0.00% 0.05%


18.               Ordinary resolution number 18: Appointment of external auditors

FOR AGAINST ABSTAIN
392 041 117 0 287 333
100% 0.00% 0.05%


19.               Ordinary resolution number 19: Signature of documents

FOR AGAINST ABSTAIN
392 041 117 0 287 333
100% 0.00% 0.05%


20.               Non-binding advisory vote number 1 – Remuneration policy

FOR AGAINST ABSTAIN
388 538 630 3 495 144 294 676
99.11% 0.89% 0.05%


21.               Non-binding advisory vote number 2 – Implementation report

FOR AGAINST ABSTAIN
390 041 194 1 992 580 294 676
99.49% 0.51% 0.05%


22.               Special resolution number 1: Approval of non-executive directors’ fees

FOR AGAINST ABSTAIN
391 013 365 1 027 752 287 333
99.74% 0.26% 0.05%


23.               Special resolution number 2: Authority to give loans or financial assistance to foreign subsidiaries and related or inter-related companies to the

                     extent required by the Companies Act

FOR AGAINST ABSTAIN
391 377 052 664 065 287 333
99.83% 0.17% 0.05%


24.               Special resolution number 3: General authority to acquire the company’s own shares

FOR AGAINST ABSTAIN
392 041 117 0 287 333
100% 0.00% 0.05%


In a business update to shareholders at the AGM the Group CEO, Geoff Whyte, indicated that enrolments for Schools and Tertiary were up by 11% and 14% respectively, compared to prior year, and as reported in our year end results.


The integration of the acquired Flipper International Schools in Ethiopia is progressing well. This sets the Group up for another solid performance in the current financial year.



There have been no material changes since the publishing of our enrolment numbers and the business continues to trade in line with expectations.

 

28 May 2025

Sandton

Sponsor: Bridge Capital Advisors Proprietary Limited



Advtech Updates

By Tamara Thomas April 28, 2026
In April, Advtech was represented at the Reggio Emilia International Conference in Italy, represented alongside delegates from 47 countries and more than 360 participants from across the globe. This gathering offered a powerful opportunity to engage deeply with the Reggio Emilia philosophy at its source and to reflect on its relevance and resonance within Advtech schools. The Reggio Emilia approach, particularly within the Early Years (infant, toddler, preschool, and primary phases), is grounded in the belief that children are capable, curious, and rich in potential. It offers inclusive learning environments that support students’ wellbeing, encourage meaningful social interaction, and foster a strong sense of belonging. Central to this approach is a shared responsibility to the community, one that embraces diversity, promotes collaboration, and nourishes a creative culture for teaching and learning. At the heart of the Reggio Emilia approach lies the understanding that education is not self-sufficient. Learning does not happen in isolation; it emerges through resources, experiences, theories, dialogue, and relationships. Children do not learn by themselves, but through interaction with others and through engagement with thoughtfully designed environments. As a result, classroom spaces are intentionally equipped to reflect what is being taught, ensuring that the environment itself becomes an active participant in learning, often referred to as the “third teacher.” Advtech’s Early Years approach aligns strongly with this philosophy, where the “Hundred Languages of Children” is deeply valued. This metaphor, introduced by Loris Malaguzzi, recognises that children express their thinking, understanding, and creativity in many different ways, through art, movement, speech, construction, play, and inquiry. Children are seen as natural researchers who explore ideas through encounters with peers, materials, and experiences. Through thinking, acting, listening, and questioning with curious minds, they co-construct knowledge together. Accessible, everyday materials, such as paper, natural objects, and recycled resources play an important role in these learning experiences. These materials invite creativity, exploration, and critical thinking. Students engage in practices such as observational drawing, while teachers carefully document learning through photographs, notes, and displays. Documentation makes thinking visible and honours children’s learning journeys, allowing reflection for both learners and educators. A key principle of the Reggio Emilia approach is seeing each child as an individual with rights, resulting in personalised learning being evident in every classroom. The teacher’s role shifts from instructor to guide, listener, and co-learner, creating space for each child’s voice to be heard. As Loris Malaguzzi, founder of the Reggio Emilia approach, famously stated: “There is no learning without joy.”  Learning, therefore, should be joyful, playful, and filled with discovery. Children should experience learning as pleasurable, stimulating, and meaningful. Visiting Reggio Emilia schools demonstrated how this philosophy comes alive through rotational group teaching, flexible learning environments, and classroom spaces that change in response to children’s interests and inquiries. Importantly, learning in Reggio Emilia is a collective journey. Teachers, teaching assistants, and support staff all play an integral role in nurturing each child’s development. Even at a young age, children are encouraged to engage in research, which supports divergent thinking and honours the fact that no two learners are the same. Listening carefully to children’s ideas and theories becomes a fundamental act of respect.
By Tamara Thomas April 22, 2026
Advtech Limited (Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 (“Advtech” or “the Company”) DEALINGS IN SECURITIES BY DIRECTORS, A DIRECTOR OF A MAJOR SUBSIDIARY, PRESCRIBED OFFICERS AND THE GROUP COMPANY SECRETARY In terms of paragraphs 6.77 to 6.90 of the JSE Limited Listings Requirements (“JSE Listings Requirements”), the following transactions, in respect of which prior written approval pursuant to paragraph 6.83 of the JSE Listings Requirements have been obtained, is hereby disclosed.
By Tamara Thomas April 21, 2026
Advtech Limited (Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 (“Advtech” or “the Company”) Dealings in securities by the Advtech Management Share Incentive Plan 2026 (“MSI scheme”) In compliance with paragraphs 6.77 – 6.90 of the JSE Limited Listings Requirements the following information is disclosed in respect of dealings in Advtech securities by the MSI Scheme:
By Tamara Thomas April 21, 2026
Advtech Limited (Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 (“the Company” or “Advtech”) PUBLICATION OF ANNUAL INTEGRATED REPORT, NO CHANGE STATEMENT, NOTICE OF VIRTUAL ANNUAL GENERAL MEETING, AND AVAILABILITY OF B-BBEE COMPLIANCE CERTIFICATE Publication of Annual Integrated Report Shareholders are advised that the Advtech 2025 Annual Integrated Report (“Integrated Report”) and the Environmental, Social and Governance (“ESG”) Report have been published today. Electronic versions of the Annual Financial Statements for the year ended 31 December 2025 (“AFS”) and Ernst & Young Incorporated’s unqualified audit report are available on the Company’s website at: https://www.groupadvtech.com/financial-results and on the JSE Cloudlink at: https://senspdf.jse.co.za/documents/2026/JSE/ISSE/ADH/AFSYE2025.PDF The Integrated Report and ESG Report are available on the Company’s website at www.groupadvtech.com No Change Statement The consolidated AFS contain no modifications to the financial information published on SENS on 23 March 2026. Notice of Virtual Annual General Meeting Notice is hereby given that the virtual annual general meeting (“AGM”) of shareholders of the Company will be accessible on an interactive electronic platform, in order to facilitate participation and voting by shareholders, as permitted by the JSE Limited, the provisions of the Companies Act and the Company's Memorandum of Incorporation, on Wednesday, 27 May 2026 at 10h00, to consider and, if deemed fit, to pass with or without modification all of the ordinary and special resolutions set out in the notice of AGM to be distributed to shareholders on or before 21 April 2026. To this end, the Company has retained the services of The Meeting Specialist Proprietary Limited (“TMS”) to host the AGM on an interactive electronic platform, in order to facilitate participation and voting by shareholders. Our transfer secretaries, JSE Investor Services Proprietary Limited, will act as scrutineer. Shareholders who wish to participate in and/or vote at the AGM are required to contact TMS on proxy@tmsmeetings.co.za or alternatively contact them on 081 711 4255 / 084 433 4836 / 061 440 0654 as soon as possible, but in any event no later than 10h00 on Monday, 25 May 2026.  Shareholders are strongly encouraged to submit votes by proxy before the meeting. If shareholders wish to participate in the AGM, they should instruct their Central Securities Depository Participant (CSDP) or Broker to issue them with the necessary letter of representation to participate in the AGM, in the manner stipulated in their custody agreement. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker, to accommodate such requests. SALIENT DATES The record date for the purposes of determining the shareholders of the Company entitled to receive the AGM notice is Friday, 10 April 2026. The record date for purposes of determining which shareholders of the Company are entitled to attend, participate in, and to vote at the AGM is Friday, 22 May 2026. Accordingly, the last date to trade in the Company’s shares on JSE Limited in order to be eligible to attend, participate in and vote at the AGM is Tuesday, 19 May 2026. AVAILABILITY OF B-BBEE COMPLIANCE CERTIFICATE In compliance with paragraph 12.7(g) and Appendix 1 to section 6 of the JSE Listing Requirements, shareholders are advised that the Company’s annual compliance certificate in terms of section 13G(2) of the Broad-Based Black Economic Empowerment Amendment Act, No 46 of 2013, is available on the Company’s website at https://www.groupadvtech.com . 21 April 2026 Johannesburg Sponsor: Bridge Capital Advisors Proprietary Limited
By Tamara Thomas April 15, 2026
Choosing a school for your child will be one of the most complex and consequential decisions parents will ever make. When parents choose a school for their child, the decision is often shaped by immediate needs: convenience, reputation, or results in the senior years. Yet schooling is not a short-term decision. It is one of the longest and most formative investments a family will ever make, stretching over 12 to 15 years or more, from early childhood development through to Matric and further study. Darren Purdon, Head of Advtech Schools Academics, says the real value of education lies not in isolated moments of achievement, but in the intentional construction of learning over time, and that parents should approach their child’s educational journey intentionally, from start to finish. “Education depends on interconnected building blocks, each phase deliberately designed to prepare learners for the next,” he says. Parents should therefore carefully consider the elements that underpin a successful, lifelong educational journey before making this important decision. FOUNDATIONS MATTER Learning does not begin in Grade 1. It starts far earlier, in Grade 000 and Grade 00, where children develop the cognitive, social, emotional, and language skills that will underpin their entire academic journey, Purdon says. “When these early years are thoughtfully planned, children are more likely to arrive in the Foundation Phase confident, curious, and ready to learn. When they are not, gaps emerge that can widen over time. If the foundations are secure, progress accelerates, as we see in our Advtech Schools where we utilise international best practices and benchmarks to personalise early learning.” THE IMPORTANCE OF BELONGING Academic success is deeply connected to emotional safety and a sense of belonging. Children learn best when they feel comfortable at school, when they feel seen, supported and happy. And when teachers are supported, engaged, and professionally fulfilled, that sense of wellbeing naturally filters into the classroom. When students are excited about going to school, engagement increases, persistence improves and learning deepens. Social and emotional learning and supportive classroom environments with caring teachers underpin deep learning. Advtech schools include experienced psycho-social specialists to continually ensure teachers are upskilled in managing diverse classrooms. RESPONSIVE TEACHING AND TECH Effective education is not defined by what has been taught, but by what has been learned. “At Advtech schools, there is a growing shift toward instructional models that prioritise responsiveness. If learners have not grasped a concept, the expectation is not to move on regardless, but to re-teach using different strategies until understanding is achieved,” Purdon says. Additionally, technology has become a powerful enabler of this responsiveness, but not as a replacement for teachers. “AI-assisted tools, and classroom digital platforms such as Advlearn, increasingly act as classroom assistants, helping teachers identify learning gaps quickly and accurately. These tools provide insight into where students are struggling, allowing teachers to personalise support and adjust instruction accordingly.” INTENTIONAL SUBJECT PATHWAYS Consistency and coherence across subjects are another critical component of long-term value creation in education. “Take Mathematics as an example. Mathematical competence is not built in isolated units or single phases, it requires a carefully sequenced programme that develops conceptual understanding, fluency and confidence year after year,” says Purdon. “An intentional approach ensures that each phase prepares students for what follows, creating a golden thread that runs from early numeracy through to advanced problem-solving in the senior years. Gaps are far harder to close when this thread is broken.” The same principle applies across subjects: literacy, science, languages, and beyond. “Strategic curriculum alignment therefore ensures that learning compounds rather than resets each year, and parents should keep this in mind when strategising their child’s educational journey.” CHOOSING A SCHOOL WITH THE LONG VIEW For parents, the key question should not only be “Is this a good school now?”, but rather “Is this a school that understands the full journey, as well as understands where my child excels and needs support in each subject?” “Advtech Schools value long-term academic growth, student wellbeing, teacher development, and intentional curriculum design offers far more than short-term results. It offers continuity, stability, and a clear vision of success from the earliest years through to matric,” Purdon says.  “And in an education landscape that continues to evolve, the most trusted institutions are those that recognise schooling not as a series of isolated years, but as a curated journey, using regular academic data to personalise learning and shape student success for life.”
By Tamara Thomas April 8, 2026
Advtech Limited (Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 (“ Advtech ” or “ the Group ”) DEALINGS IN SECURITIES BY A DIRECTOR In compliance with paragraphs 6.77 to 6.90 of the JSE Limited (“ JSE ”) Listings Requirements, the following transaction relating to dealings by a director is hereby disclosed pursuant to the provisions of the ADvTECH Management Share Incentive Scheme (“ MSIS ”). As set out in the SENS announcement published on 6 May 2025, the director had been awarded 730 459 shares in terms of his employment contract, which shares ceased to be forfeitable vested on 1 May 2025 and were subsequently committed by the director to be held in escrow for a period of 12 months towards meeting his minimum shareholding requirements in terms of the Minimum Shareholding Requirement (“ MSR ”) Policy of the Group. The director has on 8 April 2026 re-committed the aforementioned shares to be held in escrow for a further holding period of 12 months towards meeting his minimum shareholding requirements in terms of the MSR Policy of the Group.
By Tamara Thomas April 8, 2026
Key to increasing access to quality education
By Tamara Thomas March 27, 2026
Advtech Limited (Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 (“Advtech” or “the Company”) DEALINGS IN SECURITIES BY THE ADVTECH MANAGEMENT SHARE INCENTIVE PLAN 2026 (“MSI Scheme”) In compliance with paragraphs 6.77 – 6.90 of the JSE Limited Listings Requirements the following information is disclosed in respect of dealings in Advtech securities by the MSI Scheme:
By Tamara Thomas March 26, 2026
ADvTECH Limited (Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 (“ADvTECH” or “the Company”) DEALINGS IN SECURITIES BY THE ADVTECH MANAGEMENT SHARE INCENTIVE PLAN 2026 (“MSI Scheme”) In compliance with paragraphs 6.77 – 6.90 of the JSE Limited Listings Requirements the following information is disclosed in respect of dealings in ADvTECH securities by the MSI Scheme:
By Tamara Thomas March 23, 2026
Double digit revenue growth and margin improvement deliver a 17% increase in earnings