Repurchase of ordinary shares in Pinnacle Pinnacle Holdings Limited (Previously Pinnacle Technology Holdings Limited) Registration number 1986/000334/06 Share Code: PNC ISIN: ZAE000184149 (“Pinnacle” or “Pinnacle Group” or “the Company”) REPURCHASE OF ORDINARY SHARES IN PINNACLE 1. Introduction Shareholders are hereby advised that Pinnacle has acquired 2 112 000 ordinary shares in the issued share capital of Pinnacle on the open market for a purchase consideration in aggregate of R29 046 610.60 (“the general repurchase”). The general repurchase was effected in terms of a general authority to Pinnacle’s directors (“the directors”), which was granted in terms of a special resolution passed by the members at Pinnacle’s Annual General Meeting (“AGM”) held on 25 October 2013 and comprises 1.24% of the total issued ordinary shares of Pinnacle at the date of the AGM. There are 12 069 974 treasury shares held by Pinnacle Treasury Services Limited, a subsidiary of Pinnacle. 2. Implementation The general repurchase commenced on 14 April 2014 and continued on a day-to-day basis as market conditions allowed and in accordance with the JSE Limited (“JSE”) Listings Requirements until 2 May 2014. The Company confirms that the repurchases were effected through the order book operated by the JSE and done without any prior understanding or arrangement between the Company and the counter parties. The highest and lowest prices paid by Pinnacle for the ordinary shares were 1455.70 cents and 1298.89 cents per share respectively. 3. Extent of general authority outstanding The extent of the general authority outstanding for the current financial year is 31 908 889 ordinary shares, representing 18.76% of the total issued ordinary shares of Pinnacle. 4. Sources of funds The general repurchase has been funded from available banking facilities. 5. Opinion of directors The directors have considered the effect of the general repurchase and are satisfied that: - Pinnacle and Pinnacle’s subsidiaries (“the Pinnacle group”) will be able, in the ordinary course of business, to pay its debts for a period of 12 months from the date of this announcement; - the assets of Pinnacle and the Pinnacle group will be in excess of the liabilities of Pinnacle and the Pinnacle group for a period of 12 months from the date of this announcement. For this purpose, the assets and liabilities should be recognised and measured in accordance with the accounting policies used in the audited financial statements for the year ended 30 June 2013; - the ordinary capital and reserves of Pinnacle and the Pinnacle group will be adequate for a period of 12 months from the date of this announcement; and - the working capital of Pinnacle and the Pinnacle group will be adequate for a period of 12 months from the date of this announcement. 6. Pro Forma financial effects The pro forma financial effects of the repurchase are the responsibility of the directors of Pinnacle and have been prepared for illustrative purposes only. Due to the nature of pro forma financial effects, it may not give a fair reflection of Pinnacle`s financial position, changes in equity, results of operations or cash flows after the general repurchase. The pro forma financial effects are presented in accordance with the JSE Listings Requirements, the Guide on Pro Forma Financial Information issued by The South African Institute of Chartered Accountants. The accounting policies of Pinnacle as at 31 December 2013 have been used in the preparation of the pro forma financial effects. The pro forma financial effects are: Before After Chang Percentag Per Ordinary Share (Cents) (Cents) (Cents) Earnings per share 102.60 103.2 0.60 0.58% Headline earnings per ordinary share 95.40 95.90 0.50 0.52% Net asset value per ordinary share 746.3 737.8 -8.5 -1.14% Net tangible asset value per ordinary share 663.4 653.7 -9.7 -1.45% Number of shares in issue (‘ 000) 170 104 167 992 -1.24% Notes and assumptions: The before column has been extracted from the unaudited condensed consolidated financial results of Pinnacle for the six months ended 31 December 2013; Pro forma earnings and headline earnings per share are presented based on the assumptions that the general repurchase was effective 1 July 2013; Pro forma net asset and net tangible asset value per share are presented based on the assumptions that the general repurchase was effective 31 December 2013; The repurchase was funded through available banking facilities at an interest rate of 8.5 % pa; and The once-off transaction costs are immaterial and there are no other post balance sheet events requiring adjustments to the pro forma financial information. 7. JSE listing The ordinary shares that have been repurchased have been cancelled and de-listed 8. Conclusion Pinnacle may consider repurchasing securities as and when opportunities arise. Midrand 30 June 2014 Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd Date: 30/06/2014 05:15:00 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.