ALARIS HOLDINGS LIMITED - Results of Written Voting In Terms of S 60 of the Companies Act In Respect of the Merger and Share Incentive Scheme

Results of Written Voting In Terms of S 60 of the Companies Act In Respect of the Merger and Share Incentive Scheme

Alaris Holdings Limited
(formerly Poynting Holdings Limited)
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: ALH ISIN: ZAE000201554
(“Alaris” or “the Company”)

RESULTS OF WRITTEN VOTING IN TERMS OF SECTION 60 OF THE COMPANIES ACT
IN RESPECT OF THE MERGER AND SHARE INCENTIVE SCHEME RESOLUTIONS

1.       INTRODUCTION
1.1.        Shareholders of Alaris (“Shareholders”) are referred to the circular to Shareholders dated 22 July 2015 (“Circular”) which incorporated, inter alia, a
            form of written voting in terms of section 60 of the Companies Act, 2008 (Act 71 of 2008), as amended, (“Companies Act”) requesting Shareholders
            to vote in writing on certain resolutions in relation to:
1.1.1.         the implementation of the proposed acquisition of 100% of the issued share capital of Antenna Research Associates Inc. (“ARA”), which
               acquisition has been structured as a series of mergers to qualify as a “reorganisation” under the provisions of section 368(a) of the United States
               of America (“USA”) Internal Revenue Code (referred to herein as the “Merger”);
1.1.2.         the issue of a maximum of 67 463 414 ordinary shares (“Merger Consideration Shares”) by Alaris to the shareholders of ARA as part of the
               consideration payable by Alaris in respect of the Merger and which, immediately prior to their issue, constitute in excess of 30% of the voting
               power of all shares in the issued share capital of Alaris prior to such issue; and
1.1.3.         the amendment of the Alaris share incentive scheme implemented through the Alaris Holdings Limited Share Incentive Trust (“Share Incentive
               Scheme”), in order to allow USA-based employees to participate in the Share Incentive Scheme in a tax efficient manner, in the event that the
               Merger is successfully implemented,
               (collectively the “Merger and Share Incentive Scheme Resolutions”).
1.2.        The closing date and time for voting on the Resolutions was 17h00 on Thursday, 20 August 2015.

2.       RESULTS OF VOTING IN TERMS OF SECTION 60 OF THE COMPANIES ACT
         The Company hereby notifies Shareholders in terms of section 60(4) of the Companies Act that the Merger and Share Incentive Scheme Resolutions
         have been approved by the respective requisite majorities of votes cast by Shareholders. The detailed voting results are set out in the table below:
                                                               Votes for       Votes against             Number of             Number of     Shares abstained
                                                         resolution as a     resolution as a       shares voted in       shares voted in      as a percentage
                                                          percentage of        percentage of        respect of the        respect of the         of shares in
                                                       the total number     the total number           resolutions      resolutions as a            issue (%)
                                                        of shares voted      of shares voted                               percentage of
                                                                     (%)                  (%)                            shares in issue
                                                                                                                                     (%)
         Ordinary Resolution number 1: Authority                     100                    0         125 086 022                   76.9                    0
         to implement the Merger
         Special Resolution number 1: Authority to                   100                    0         125 086 022                   76.9                    0
         issue the Merger Consideration Shares
         Ordinary Resolution number 2:                               100                    0         125 086 022                   76.9                    0
         Amendment of the Share Incentive Scheme

Johannesburg
21 August 2015

Transaction Adviser and Transaction Designated Adviser
PSG Capital Proprietary Limited

Designated Adviser
Merchantec Capital

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