Report on proceedings at Annual General Meeting and proposed changes to dividend payment mechanism Datatec Limited (Incorporated in the Republic of South Africa) (Registration number: 1994/005004/06) ISIN: ZAE000017745 Share Code: DTC ("the Company") REPORT ON PROCEEDINGS AT ANNUAL GENERAL MEETING AND PROPOSED CHANGES TO DIVIDEND PAYMENT MECHANISM At the annual general meeting of Datatec Limited (JSE and LSE: DTC), held at 12h00 today, 17 September 2014, votes were registered for 90% of the Company's issued shares. All the ordinary and special resolutions, as proposed in the notice to the annual general meeting, were passed with the requisite majority. In this regard, Datatec confirms the voting statistics from the AGM as follows: % Number Total number of shares that could be voted at meeting 100.0 197 549 352 Total number of shares present/represented including proxies at meeting 90.3% 178 341 302 Total number of members present 13 Votes in Favour Votes Against Abstentions Number % Number % Number Ordinary Resolution Number 1 171 974 656 5 834 421 532 225 Re-election of SJ Davidson 96.7% 3.3% Ordinary Resolution Number 2 177 054 029 755 237 532 036 Re-election of JF McCartney 99.6% 0.5% Ordinary Resolution Number 3 160 640 118 17 169 148 532 036 Re-election of CS Seabrooke 90.3% 9.7% Ordinary Resolution Number 4 177 251 834 557 432 532 036 Election of PJ Myburgh 99.7% 0.3% Ordinary Resolution Number 5 175 033 739 2 775 998 531 565 Reappointment of independent auditors 98.4% 1.6% Ordinary Resolution Number 6.1 141 921 732 35 888 005 531 565 Election of Audit, Risk & compliance Committee members – CS Seabrooke 79.8% 20.2% Ordinary Resolution Number 6.2 177 809 266 0 532 036 Election of Audit, Risk & compliance Committee members – LW Nkuhlu 100.0% 0.0% Ordinary Resolution Number 6.3 152 651 016 25 158 250 532 036 Election of Audit, Risk & compliance Committee members – O Ighodaro 85.9% 14.1% Ordinary Resolution Number 6.4 168 849 595 8 959 671 532 036 Election of Audit, Risk & compliance Committee members – SJ Davidson 95.0% 5.0% Ordinary Resolution Number 7 152 027 613 25 781 653 532 036 Non-binding advisory vote on remuneration policy 85.5% 14.5% Special Resolution Number 1 177 776 157 32 638 532 507 Approval of non-executive directors’ fees 99.9% 0.01% Special Resolution Number 2 152 651 016 25 158 250 532 036 Authority to provide financial assistance to 85.9% 14.1% Group companies Special Resolution Number 3 167 025 095 10 784 642 531 565 General authority to repurchase shares 93.9% 6.1% Ordinary Resolution Number 8 177 809 737 0 531 565 Authority to sign all documents required 100.0% 0.0% The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course. The Board of Directors of Datatec (the "Board") wishes to inform shareholders of its resolution to henceforth replace the cash distribution by way of capital reduction with a dividend to be declared from distributable reserves (the "Dividend"). The Board has evaluated the effects on the Company and shareholders and come to the conclusion to preserve contributed tax capital by changing to declaration of Dividends in future. The Board has further resolved to amend the Dividend payment mechanism by the introduction of a bonus share issue of new, fully paid, ordinary Datatec shares ("New Shares") in proportion to shareholders' shareholding in Datatec (the "Capitalisation Share Issue"). Shareholders will be entitled, in respect of all or part of their shareholding, to elect to receive a cash dividend alternative in lieu of all or part of the New Shares to which they would have been entitled (“Cash Dividend Alternative”). The rationale for the Capitalisation Share Issue is to afford shareholders the opportunity to increase their shareholding in Datatec and retain the Company's flexibility on liquidity management. The Dividend, Capitalisation Share Issue and the Cash Dividend Alternative may have tax implications for shareholders. The Board wishes to reiterate that the Group's dividend policy of paying an annual dividend, which will provide cover of at least three times relative to underlying earnings, remains unchanged. Sandton 17 September 2014 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 17/09/2014 05:00:00 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.