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CVN - Convergenet Holdings Limited - Appointment of new audit committee and report back to shareholders CONVERGENET HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 1998/015580/06) Share code: CVN ISIN: ZAE000102067 ("ConvergeNet" or "the company") APPOINTMENT OF NEW AUDIT COMMITTEE AND REPORT BACK TO SHAREHOLDERS In accordance with the request of shareholders at the reconvened Annual General Meeting ("AGM") held on 27 January 2012, where inter alia, the re- election of audit committee members was not carried by a majority vote, the board advises as follows: 1. The re-election was blocked by votes and proxies of two shareholders that owed approximately R25 million to the group at the time, and against which action had been instigated by the audit committee members. An amount of R13.9 million (inclusive of interest) has since been repaid. 2. The vote at the AGM is not seen by the board as a reflection on the competency and integrity of the former audit committee members and this has been separately confirmed by the shareholder which has repaid the company. 3. The audit committee has been reconstituted by the board and consists of the following members: Mr D Tabata - Audit committee chairman Mrs L Mangope - Member Mr S Swana - Member It is noted that the audit committee composition complies with the Companies Act, 2008 (Act 71 of 2008) but, in terms of King III, not all the members would be considered independent and this fact is disclosed in accordance with King III. The company will be considering further appointments to the board in due course to address the King III and JSE Listings Requirements with regard to audit committee composition. Shareholders are advised that the new audit committee and the board are committed to continuing with legal action to recover the balance owed by a shareholder to the group, in the interests of all stakeholders and believe that such monies still owed are recoverable. By order of the board Johannesburg 22 February 2012 Sponsor Arcay Moela Sponsors (Pty) Ltd Date: 22/02/2012 14:39:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
