CONVERGENET HOLDINGS LIMITED - Results of general meeting and extension of suspensive condition regarding the Sizwe Disposal due to Competition Com

Results of general meeting and extension of suspensive condition regarding the Sizwe Disposal due to Competition Com

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

RESULTS OF GENERAL MEETING AND EXTENSION OF SUSPENSIVE CONDITION
REGARDING THE SIZWE DISPOSAL DUE TO COMPETITION COMMISSION APPROVAL

Shareholders are referred to the circular to ConvergeNet shareholders, which included a notice of
general meeting, dated 20 September 2013 regarding, inter alia, the consolidation of the
Company’s share capital, an odd-lot offer, a specific offer and the disposal of, inter alia,:-
•    Sizwe Africa IT Group Proprietary Limited (the “Sizwe Disposal”); and
•    Telesto Communications Proprietary Limited (the “Telesto Disposal”).

All terms defined in the announcements released on SENS on 29 July 2013 and 20 September
2013, the latter hereinafter referred to as the “Declaration Announcement”, shall bear the same
meaning in this announcement.           The Sizwe Disposal, the Telesto Disposal, the Share
Consolidation, the Odd-lot Offer and the Specific Offer are collectively hereinafter referred to as
the “Transactions”.

Shareholders are advised that, at the general meeting of ConvergeNet shareholders held today, all
the special and ordinary resolutions were approved by an overwhelming majority of shareholders
who were eligible to vote to effect the Transactions. With regards to the Sizwe Disposal, the last
date (i) on which shareholders can make application to the court in terms of section 115(3) of the
Companies Act No. 71 of 2008 (the “Companies Act”) and (ii) for ConvergeNet to send objecting
shareholders notices of the adoption of the special resolution approving the Sizwe Disposal in
terms of section 164 of the Companies Act is Tuesday, 5 November 2013.

The special resolutions relating to the amendments to the Company’s Memorandum of
Incorporation will be filed with the Companies and Intellectual Property Commission (“CIPC”) in
due course.

Shareholders are further advised of the extension of the date for the fulfilment of a suspensive
condition of the Sizwe Sale of Shares Agreement (“Extended Suspensive Condition”) from
24 October 2013 to 15 December 2013 to allow for the approval (“Approval”) of the Sizwe
Disposal by the South African Competition Commission (“Commission”), which the Company
expects to be granted by no later than 15 December 2013. The Company does not expect that the
Approval will impact on the salient dates and times set out in the Declaration Announcement. In
the event that there is any change to the dates set out therein, shareholders will be notified
accordingly.

Shareholders are further advised that the date on which the first payment of R40 million in respect
of the Sizwe Sale Price will be settled, as detailed in paragraph 1.3.1.1 of the Declaration
Announcement, has accordingly been extended until such time as all suspensive conditions to the
Sizwe Disposal, including the Extended Suspensive Condition, have been fulfilled.

An announcement will be made once the Company has received confirmation of CIPC’s acceptance
of the filing of the special resolutions referred to above and once the Sizwe Disposal has been
approved by the Commission,.

Centurion
22 October 2013

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

Date: 22/10/2013 04:28:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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