DIGICORE HOLDINGS LIMITED - Results of the General Meeting of Digicore Shareholders

Release Date: 02/09/2015 16:02
Code(s): DGC
 
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Results of the General Meeting of Digicore Shareholders

DIGICORE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/012601/06)
Share Code:   DGC
ISIN Number: ZAE000016945
(“Digicore” or “the Company”)

RESULTS OF THE GENERAL MEETING OF DIGICORE SHAREHOLDERS

Shareholders are referred to the joint announcement published by Novatel Wireless, Inc. (“Novatel Wireless”)
and Digicore on 19 June 2015, in terms of which shareholders were advised that Digicore has entered into a
transaction implementation agreement with Novatel Wireless which constitutes notification to the Digicore
board of directors of a firm intention to make an offer to acquire all the ordinary shares in Digicore
(“Ordinary Shares”), other than the Ordinary Shares held by any subsidiaries of Digicore and the Ordinary
Shares held by the Digicore Holdings Limited Share Trust (“the Excluded Shares”), by way of a scheme of
arrangement (“the Scheme”) or, if specified conditions of the Scheme should not be fulfilled, to acquire all
or a majority of the Ordinary Shares, excluding the Excluded Shares, by way of a substitute offer (“the
Substitute Offer”).

In addition, Digicore shareholders are referred to the joint announcement published by Novatel Wireless
and Digicore on 31 July 2015, whereby shareholders were advised that a circular (“the Circular”), setting
out the terms and conditions of the Scheme and the Substitute Offer, and also incorporating a notice
convening a general meeting of shareholders (“General Meeting”) had been distributed to shareholders (“the
31 July 2015 Announcement”).

Shareholders are hereby advised that the General Meeting was held today, 2 September 2015 at Digicore
Building, Regency Office Park, 9 Regency Drive, Route 21 Corporate Park, Irene Extension 30, Centurion,
South Africa and that all the proposed resolutions were passed by the requisite majorities of Digicore
shareholders.   The implementation of the Scheme remains subject to the fulfilment (or waiver, where
applicable) of all the outstanding conditions and the terms as envisaged in the Circular.


                     Votes for as a    Votes against     Number of         Number of         Number of shares
                     percentage of     as a percentage   shares voted at   shares voted as   abstained as a
                     total number of   of total number   the general       a percentage of   percentage of
                     shares voted      of shares voted   meeting           votes             votes exercisable
                     (%)               (%)                                 exercisable (%)   (%)

Special Resolution               100                 0       162 253 598                65                   0
Number 1: Approval
of the Scheme in
terms of sections
114 and 115 of the
Companies Act, No
71 of 2008

Special Resolution            99.998             0.002       162 253 598                65                   0
Number 2:
Revocation of
Special Resolution
Number 1 if the
Scheme terminates
or lapses

Ordinary                         100                 0       162 253 598                67                   0
Resolution Number
1: Delisting of
the shares of
Digicore from the
main board of the
JSE Limited
IMPORTANT DATES AND TIMES

Shareholders are referred to the important dates and times set out in the 31 July 2015 Announcement and in
the Circular (which is available on Digicore’s website at www.ctrack.com), which set out the remaining
important dates and times relating to the Scheme.


2 September 2015
Centurion

PSG Capital Proprietary Limited: Transaction Advisor and Sponsor to Digicore

Cliffe Dekker Hofmeyr: Legal Advisor to Digicore

Read Hope Phillips Thomas & Cadman Inc: Legal Advisors to Novatel Wireless in South Africa

Paul Hastings LLP: Legal Advisor to Novatel Wireless in the United States

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