ALARIS HOLDINGS LIMITED - Results of the General Meeting of Shareholders

Results of the General Meeting of Shareholders

Alaris 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 THE GENERAL MEETING OF SHAREHOLDERS (“GENERAL MEETING”)

1.   INTRODUCTION

     Shareholders are referred to the SENS announcements released by Alaris on 23 December 2016 and
     27 March 2017, regarding the disposal by Alaris of its entire shareholding in and loan claims
     against African Union Communications Proprietary Limited to MAS Holdings Proprietary Limited and
     Olympus Investment Proprietary Limited (together, “Aucom Management Associates”) in exchange for
     the repurchase by Alaris of an aggregate of 30 000 000 shares in Alaris held by the Aucom
     Management Associates (“Disposal”) and a further repurchase by Alaris of an aggregate of
     10 000 000 of its shares from the MAS Trust, Tebogo Rashama and Rudolph Rashama (“Second
     Repurchase”) (together, the “Transaction”). Detailed information regarding the proposed
     Transaction appears in the circular to Alaris shareholders dated 27 March 2017 (“Circular”).

2.   RESULTS OF THE GENERAL MEETING

     Shareholders are advised that at the General Meeting of Alaris held today, 28 April 2017, to
     consider and approve the Transaction, the following resolutions set out in the notice of General
     Meeting were passed by the requisite majorities of Alaris shareholders as set out below:

                               Votes for     Votes        Number of      Number of      Number of
                               as a          against as   shares voted   shares voted   shares
                               percentage    a            at the         as a           abstained as a
                               of total      percentage   General        percentage     percentage of
                               number of     of total     Meeting        of shares      shares in issue
                               shares        number of                   entitled to    (%)
                               voted (%)     shares                      vote *(%)
                                             voted (%)

     Special Resolution           99.999%      0.001%      83,948,049      82.615%          0.029%
     Number 1: Approval of
     the First Repurchase

     Special Resolution           99.999%      0.001%      83,948,049      82.615%          0.029%
     Number 2: Approval of
     the Second Repurchase


      Notes:
       - Any terms appearing in title case in the table above and that are not defined in this
          announcement, shall bear the meanings assigned to them in the Circular and notice of General
          Meeting.
       - Villiers Joubert, Rudolph Rashama and Tebogo Rashama (together, the “Aucom Management”) and
          their associates were not entitled to vote in respect of Special Resolutions Numbers 1 and
          2 and were not taken into account for purposes of determining the quorum for Special
          Resolutions Numbers 1 and 2.

3.   GENERAL

      The board of directors (“Board”) and management of Alaris are pleased with the results of the
      General Meeting.

      The Board believes that the implementation of the Transaction is in line with Alaris’ strategy
      to focus on the development, manufacturing and selling of RF (Radio Frequency) products to global
      niche markets. The Disposal further aligns Alaris’ offerings with its value proposition of
      continuously evolving its intellectual property base to design products for specific customer
      needs. The Board maintains that each subsidiary of Alaris should enjoy fully committed resources
      to realise their full potential. With this in mind and based on the assessment of the available
      market size, the Board believes that the Disposal will free up much needed capacity to enable
      future international growth and acquisitions aligned to the core strategy. Alaris and its
      subsidiaries intend to make further acquisitions in due course. Being a client-centric
      organisation with clients based worldwide, Alaris and its subsidiaries intends to expand its
      global footprint to be closer to its clients. In addition, the Transaction gave rise to an
      opportunity for Alaris to repurchase additional Alaris shares from the Aucom Management who are
      leaving the group as a result of the implementation of the Transaction, at a reasonable valuation.


28 April 2017
Johannesburg


Transaction Advisor and Transaction Sponsor
PSG Capital Proprietary Limited

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