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Pinnacle Holdings Ltd - Results Of Annual General Meeting And Change In Directorate

Release Date: 28/10/2014 17:00
Code(s): PNC
 
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Results of annual general meeting and change in directorate

Pinnacle Holdings Limited
(Previously Pinnacle Technology Holdings Limited)
Registration number 1986/000334/06
Share Code: PNC
ISIN: ZAE000184149
(“the Company” or “Pinnacle” or “the Group”)

RESULTS OF ANNUAL GENERAL MEETING AND CHANGE IN DIRECTORATE

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that, at the annual general meeting (“AGM”) of the Company held today,
all the resolutions as set out in the notice of AGM were passed by the requisite majority of
shareholders, except for:

ordinary resolution 1.1 (To ratify the appointment of Mr HMP Ferreira as an executive director) –
Resolution withdrawn prior to the annual general meeting, see below.

ordinary resolution 2 (To ratify the re-appointment of Ms D Mashile-Nkosi as an independent non-
executive director) - Resolution withdrawn prior to the annual general meeting, see below.

ordinary resolution 5 (To endorse the Company’s Remuneration Policy and its implementation)

ordinary resolution 8 (General Authorisation to issue shares for cash)

The results of the AGM are as follows:

  - Total number of Pinnacle issued ordinary shares is 167 992 449;
  - Total number of ordinary shares in issue excluding 12 069 974 treasury shares is 155 922 475
    (“Total Votable Ordinary Shares”);
  - Total number of ordinary shares voted in person or by proxy was 88 713 926, representing
    56.89 % of the total issued share capital of the ordinary shares of the Company.

The resolutions proposed at the meeting, together with the number and percentage of votes, in
favour of, against or abstained, are set out below:
                                                       Total No of   Number of votes (one per share)
                                                       Shares
                                                                     In Favour    Against      Abstain
                                                                     Of
Special resolutions
1. Issue of a general authority to repurchase shares    88,713,926   88,517,403     15,549       180,974
%                                                                     99.78%        0.02%         0.20%

2. Issue of a general authority to provide financial
assistance to any of its subsidiaries                   88,713,926   88,501,631     31,321       180,974

%                                                                     99.76%        0.04%         0.20%

3. Approval of the fee structure to be paid to non-
executive directors                                     88,713,926   88,446,952       -          266,974

%                                                                     99.70%        0.00%         0.30%

Ordinary resolutions
1. Appointment of new directors
1.1. Appointment of Mr HMP Ferreira as an
executive director                                      Withdrawn    Withdrawn    Withdrawn    Withdrawn


1.2. Appointment of Ms N Medupe as an
independent non-executive director                      88,713,926   88,461,953     70,999       180,974

%                                                                     99.72%        0.08%         0.20%

2. Re-appointment of Ms D Mashile-Nkosi as an
independent non-executive director                      Withdrawn    Withdrawn    Withdrawn    Withdrawn


3. Appointment of the Audit and Risk Committee
members
3.1 Ms N Medupe – Chairperson                           88,713,926   88,352,952    180,000       180,974
 %                                                                    99.59%        0.20%         0.20%

3.2 Ms SH Chaba – Member                                88,713,926   88,532,952       -          180,974
%                                                                     99.80%        0.00%         0.20%

3.3 Mr E van der Merwe – Member                         88,713,926   62,241,832   26,291,120     180,974
%                                                                     70.16%       29.64%         0.20%

4. Approval to appoint BDO South Africa
Incorporated and Mr H Bhaga Muljee as auditors          88,713,926   67,749,963     70,999     20,892,964

%                                                                     76.37%        0.08%        23.55%
5. Endorsement of the Company’s Remuneration
Policy and its implementation                        88,713,926    38,796,054   44,788,687    5,129,185

%                                                                    43.73%       50.49%        5.78%

6. Authorisation of the directors to implement the
special and ordinary resolutions                     88,713,926    88,532,952        -         180,974

%                                                                    99.80%       0.00%         0.20%

7. General authorisation to place unissued shares
under the control of the directors                   88,713,926    57,514,675   31,018,277     180,974

%                                                                    64.83%       34.96%        0.20%

8. General authorisation to issue shares for cash    88,713,926    64,472,364   24,060,588     180,974
%                                                                    72.67%       27.12%        0.20%


The special resolutions will be filed with the Companies and Intellectual Property Commission in due
course

CHANGE IN DIRECTORATE

In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, the board of directors
of Pinnacle (“the Board”), wishes to advise shareholders that the Chairperson, Ms Mashile – Nkosi
has resigned as a non-executive director of the Company with effect from 27 October 2014. The
Deputy Chairman of the Board, Mr Ashley (Oshy) Tugendhaft, said: “After evaluating her board
commitments, other board positions and activities Ms D Mashile-Nkosi has reluctantly decided that
she will have to resign from the board. Having served the Group as a non-executive director and
Chairperson for more than three years, we thank her for her valued contribution to the Pinnacle
board and wish her the very best.”
We further wish to advise shareholders that Mr Tugendhaft will act as Chairman of the Company
until such time as a new Chairman has been appointed.

Further, Mr HMP Ferreira, in addition to his overall executive responsibility as Head of Distribution
for the Group, has taken on the day to day operational responsibility as CEO of Pinnacle Micro (Pty)
Ltd, a major subsidiary. As a result, he has decided to step down from the Board with effect 27
October 2014, in order to focus his energies on the successful outcome of his additional
responsibilities. The Board thank him for his ongoing contribution and commitment to the Group.

Midrand

28 October 2014

Sponsor

Deloitte & Touche Sponsor Services (Pty) Ltd

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