CONVERGENET HOLDINGS LIMITED - Proposed restructure of the group: dividends tax in respect of specific repurchase

Proposed restructure of the group:  dividends tax in respect of specific repurchase

CONVERGENET HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/015580/06)
Share code: CVN            ISIN: ZAE000102067
(“ConvergeNet” or the “Company” or the “Group”)

PROPOSED RESTRUCTURE OF THE GROUP: DIVIDENDS TAX IN RESPECT OF SPECIFIC
REPURCHASE

Shareholders are referred to the detailed cautionary announcement (the “Terms Announcement”)
and the declaration announcement released on SENS on 29 July 2013 and 20 September 2013,
respectively (collectively hereinafter referred to as the “Announcements”).

All terms defined in the Announcements shall bear the same meaning in this announcement.

Shareholders are hereby advised that, as detailed in the Terms Announcement, the repurchase of
shares in terms of the Odd-Lot Offer and the Specific Offer will be funded out of the cash resources of
ConvergeNet. These resources include the current cash resources of the Company, the cash
proceeds realised from the sale of existing subsidiaries and any additional funding that may be
advanced to the Company by shareholders for the purposes of the Restructure process. As a result,
the purchase consideration payable to shareholders in respect of both the Odd-lot Offer and the
Specific Offer (the “Repurchase Consideration”) of a gross amount of 12 cents will constitute a
dividend as defined in section 1 of the Income Tax Act, No. 58 of 1962. Dividends tax in respect of
the Repurchase Consideration payable by ConvergeNet will be applicable to those shareholders who
are not exempt, which shareholders will receive a net amount of 10.2 cents per share.

Centurion
23 September 2013

Corporate advisor to ConvergeNet: AfrAsia Corporate Finance Proprietary Limited
Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited

Date: 23/09/2013 03:43:00 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.