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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Resolution withdrawn prior to the annual general meeting, see below.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executive director) - Resolution withdrawn prior to the annual general meeting, see below.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executive director Withdrawn Withdrawn Withdrawn Withdrawn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
Date: 28/10/2014 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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