Results of general meeting CONVERGENET HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 1998/015580/06) Share code: CVN ISIN: ZAE000182440 (“ConvergeNet” or the “Company”) RESULTS OF GENERAL MEETING Shareholders are referred to the announcement released on SENS on 15 December 2014 and published in the press on 17 December 2014, as well as the circular to ConvergeNet shareholders dated 15 December 2014 (the “Circular”) regarding, inter alia: - the transfer of the Company’s listing to the “Investments Companies” sub-sector of the securities exchange operated by the JSE; - the disposal of 100% of ConvergeNet’s interest in Andrews Kit Proprietary Limited, trading as Contract Kitting and Structured Connectivity Solutions Proprietary Limited; - the acquisition of the following strategic equity interests: - 30% of Tellumat Proprietary Limited; - 19.26% of Digicore Holdings Limited; - an additional 30.32% of Mine Restoration Investments Limited; and - an additional 21.77% of Goliath Gold Mining Limited; - specific issues of shares for cash; and - a change of name. All terms defined in the Circular shall bear the same meaning in this announcement. The Company is pleased to advise that, at the general meeting of ConvergeNet shareholders held today, 16 January 2015, all the special and ordinary resolutions contained in the notice of general meeting included in the Circular (the “Resolutions”) were passed by the requisite majority of shareholders. The Resolutions, together with the percentage of shares voted or abstained as well as the percentage of votes carried for and against each Resolution are detailed below: Number Votes Number of Votes against of shares for as a as a shares ab- percent- percent Number voted as stained age of age of a as a total of total shares percent- percent- number number voted at age of age of of of the votes votes Number of shares shares General exercisa exercisa shares voted voted Meeting ble ble voted (%) (%) (%) (%) (%) Special Resolution 100% 0% 75.26% 100% 0% 75 971 709 Number 1: Approval of the Contract Kitting Disposal Special Resolution 100% 0% 75.26% 100% 0% 75 971 709 Number 2: Issue of more than 30% of ConvergeNet’s issued shares Special Resolution 100% 0% 75.26% 100% 0% 75 971 709 Number 3: Approval of the Name Change and the amendment to the Memorandum of Incorporation Ordinary Resolution 100% 0% 75.26% 100% 0% 75 971 709 Number 1: Approval of the SCS Disposal Ordinary Resolution Number 2: 100% 0% 75.26% 100% 0% 75 971 709 Approval of the Tellumat Acquisition Ordinary Resolution 100% 0% 75.26% 100% 0% 75 971 709 Number 3: Approval of the Tellumat Option Ordinary Resolution 100% 0% 75.26% 100% 0% 75 971 709 Number 4: Approval of the Digicore Acquisition Ordinary Resolution 100% 0% 68.88% 100% 0% 69 532 552 Number 5: Approval of the MRI Acquisition Ordinary Resolution 100% 0% 68.88% 100% 0% 69 532 552 Number 6: Approval of the Goliath Gold Acquisition Ordinary Resolution 100% 0% 75.26% 100% 0% 75 971 709 Number 7: Approval of the Private Placement Ordinary Resolution Number 8: 99.99% 0.01% 75.26% 100% 0% 75 971 709 Approval of the specific issue of shares to the Manco Ordinary Resolution Number 9: 100% 0% 75.26% 100% 0% 75 971 709 Approval of the specific issue of shares in lieu of underwriting fees Ordinary Resolution Number 10: 100% 0% 66.84% 100% 0% 67 471 708 Approval of the specific issue of shares in lieu of commitment fees Ordinary Resolution 100% 0% 75.26% 100% 4.73% 72 379 012 Number 11: Authorising resolution The Contract Kitting Disposal Shareholders are further advised that, as no shareholders voted against the special resolution to approve the Contract Kitting Disposal, the provisions of section 115(3) of the Companies Act are not applicable to the Contract Kitting Disposal. The implementation of the Contract Kitting Disposal remains subject to the fulfilment of the following outstanding conditions precedent on or before 28 February 2015 (or such later date/s as may be agreed between the parties): - the receipt of approval from the South African Competition Authorities; and - the receipt of unconditional approval from the TRP in terms of a compliance certificate to be issued in accordance with the Companies Act. A further announcement will be made once the above conditions precedent have been fulfilled and the Contract Kitting Disposal becomes unconditional. Name Change Shareholders are advised that the Name Change remains subject to registration with CIPC. The special resolutions in respect of the Name Change and amendment to the Company’s Memorandum of Incorporation will be lodged for registration with CIPC on or about Monday, 19 January 2015 and is expected to be registered by Friday, 6 March 2015. Salient dates and times Shareholders are referred to the “Salient Dates and Times” section of the Circular (which is available on ConvergeNet’s website at http://convergenet.com/investor-relations/circulars), which sets out the remaining salient dates and times relating to the Contract Kitting Disposal and the Name Change. Rosebank 16 January 2015 Corporate adviser and transaction sponsor: AfrAsia Corporate Finance Proprietary Limited Independent sponsor: PSG Capital Proprietary Limited Date: 16/01/2015 04:41:00 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. 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