POY - Poynting Holdings Limited - Management Shareholders` Agreement

POY - Poynting Holdings Limited - Management Shareholders` Agreement            
POYNTING HOLDINGS LIMITED                                                       
(Formerly Poynting Innovations (Proprietary) Limited)                           
Incorporated in the Republic of South Africa                                    
(Registration number 1997/011142/06)                                            
Share code: POY & ISIN: ZAE000121299                                            
("Poynting" or "the company")                                                   
MANAGEMENT SHAREHOLDERS` AGREEMENT                                              
In terms of an agreement entered into by Jeurgen Dresel, Derek Colin Nitch and  
The Andries Petrus Cronje Fourie Trust ("Management Shareholders") and the      
company, it has been agreed that in the event of the company failing to achieve 
at least 80% of the June 2009 profit forecast as set out in the prospectus dated
26 June 2008, being an amount of R15 204 000, a share repurchase from such      
Management Shareholders will be effected by the company. For every Rand of these
earnings not achieved, the management shareholders will offer 5.74 shares for   
repurchase, subject to a maximum number of shares as detailed below.            
The Management Shareholders have agreed to offer back to the company a portion  
of the shares which they held prior to the private placement allocation effected
in June 2008 in the proportions set out hereafter, at the par value of 0.005    
cents, which shares will subsequently be cancelled:                             
-    1 183 138 shares held by Juergen Dresel;                                   
-    1 334 720 shares held by Derek Colin Nitch; and                            
-    3 432 226 shares held by The Andries Petrus Cronje Fourie Trust.           
Should the share repurchase be effected, it will be subject to shareholder      
approval at the time of the share repurchase. In terms of the Listings          
Requirements of JSE Limited, the Management Shareholders and their associates   
will be excluded from voting on the share repurchase.                           
Wynburg                                                                         
14 October 2008                                                                 
Designated Adviser                                                              
Merchantec (Proprietary) Limited                                                
Date: 14/10/2008 17:31:07 Supplied by www.sharenet.co.za                     
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