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Notice to shareholders of the Company in terms of section 45 (5) of the Company's Act
Pinnacle Holdings Limited
(Previously Pinnacle Technology Holdings Limited)
Registration number 1986/000334/06
Share Code: PNC
ISIN: ZAE000184149
(“Pinnacle” or “the Company” or “the Group”)
NOTICE TO SHAREHOLDERS OF THE COMPANY IN TERMS OF SECTION 45(5) OF THE
COMPANIES ACT, 71 of 2008 (“THE ACT”)
Shareholders approved a special resolution at the Annual General Meeting held on 28
October 2014, authorising the board of directors, from time to time, to provide any direct
or indirect financial assistance, as defined in section 45(1) of the Act to any subsidiary as
contemplated in section 45(2) of the Act, for such amounts and on such terms and
conditions as the board may determine.
Financial assistance to subsidiaries includes the authority to transfer funds against loan
accounts between Group companies, in order to continue conducting the centralised
treasury operations of the Group and for the Group to continue issuing covering guarantees
in favour of financial institutions and certain major suppliers for credit and advances by
those organisations to the Company’s operating subsidiaries.
In terms of section 45(5) of the Act, the directors are required to advise shareholders of the
projected quantum of such funding or financial assistance. Having evaluated the resources
required to achieve the ongoing operational and growth strategies of the Group, the board
of directors has passed a resolution authorising the Company to increase its direct or indirect
financial assistance to its subsidiaries by up to R500 million over the next two years, subject
to the provisions of the Act and the Listings Requirements of the JSE Limited.
In addition, in accordance with S45(3)(b) of the Act, the Board does apply and satisfy itself
that immediately after providing financial assistance, the Company would satisfy the
solvency and liquidity test set out in section 4(1) of the Act.
Midrand
8 December 2014
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd
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