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PNC - Pinnacle - Directors` Dealing in Securities Pinnacle Technology Holdings Limited Registration number 1986/000334/06 Share Code: PNC ISIN: ZAE000022570 ("Pinnacle" or the "Company") Directors` Dealing in Securities In compliance with paragraphs 3.63 and 3.64 of the Listings Requirements of the JSE Limited ("Listings Requirements"), Pinnacle advises that the following directors of either Pinnacle or its major subsidiaries have today accepted offers of Pinnacle shares made to them by the Pinnacle Share Purchase Scheme (the "Share Scheme") as detailed herein. The offers were made as part of a long term incentive award programme under which bonuses are payable to senior executives in recognition of their part in the achievement by Pinnacle and its subsidiaries (the "Group") of its objectives over recent years. The incentives were originally to have been implemented last year but were delayed due to the non-compliance of the Share Scheme with the amended Schedule 14 of the Listings Requirements. The Share Scheme was duly amended, approved by the JSE and approved by Pinnacle shareholders on 18 May 2012. The Share Scheme last made an award to the senior executive grouping in 2006. The Share Scheme is not an option scheme and those executives who have accepted the offer of shares made to them ("Participants") have today contractually purchased their shares with the obligation to pay the offer price plus interest and tax in full on or within 21 days of 20 June 2015, irrespective of the market price of the shares at that time, but subject to the following: (a) Participants may not sell their shares before 20 June 2015, and (b) the trust of the Share Scheme has the right to repurchase the shares at the offer price plus interest accrued should the Participant`s employment with the Group be terminated for any reason other than normal retirement before 20 June 2015. As security for these two obligations the Participants have pledged their shares to the trustees of the Share Scheme until 20 June 2015 and the shares will remain registered in the name of the Share Scheme until that date. It is noted that none of the non-executive directors of Pinnacle nor the Group Chief Executive Officer, Mr A J Fourie, participated in the scheme. Mr Fourie does however remain a substantial indirect shareholder with holdings in excess of 5% of the Company. The details of the award are as follows: At a price of 550 cents per share: Name of Director L Fourie Position Director of a major subsidiary Number of shares 400 000 Value of Transaction R2 200 000 Name of Director S Marx Position Director of a major subsidiary Number of shares 300 000 Value of Transaction R1 650 000 Name of Director J V Parkin Position Director of a major subsidiary Number of shares 193 000 Value of Transaction R1 061 500 Name of Director I N Steyn Position Director of a major subsidiary Number of shares 300 000 Value of Transaction R1 650 000 Name of Director T A M Tshivhase Position Director of Pinnacle Number of shares 400 000 Value of Transaction R2 200 000 Name of Director T van Zyl Position Director of a major subsidiary Number of shares 300 000 Value of Transaction R1 650 000 At a price of 750 cents per share: Name of Director C J Brunsden Position Director of a major subsidiary Number of shares 150 000 Value of Transaction R1 125 000 Name of Director B A Clarke Position Director of a major subsidiary Number of shares 150 000 Value of Transaction R1 125 000 Name of Director H M P Ferreira Position Director of a major subsidiary Number of shares 250 000 Value of Transaction R1 875 000 Name of Director F C Smyth Position Director of Pinnacle Number of shares 250 000 Value of Transaction R1 875 000 Name of Director G J Wiehahn Position Director of a major subsidiary Number of shares 195 000 Value of Transaction R1 462 500 The nature of the interests acquired, are all directly beneficial and the trades were all done off-market. Clearance to deal was obtained in terms of paragraph 3.66 of the Listings Requirements as the offers have been approved by the Board. Midrand 29 June 2012 Sponsor: Deloitte & Touche Sponsor Services (Pty) Limited Date: 29/06/2012 17:15:01 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.
