PINNACLE HOLDINGS LIMITED - Change in the functions of directors and change in composition of the board

Change in the functions of directors and change in composition of the board

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

CHANGE IN THE FUNCTIONS OF DIRECTORS AND CHANGE IN COMPOSITION OF THE BOARD

In compliance with paragraph 3.59(c) of the Listings Requirements of the JSE Limited, shareholders are hereby notified
of the following change in the functions of directors. As announced on 11 March 2015, Mr Pierre Spies was appointed
as deputy Chief Executive Officer of Pinnacle and has since worked closely with Mr Arnold Fourie, the Chief Executive
Officer (“CEO”) for the past eight months. The Pinnacle board (“the Board”) is now pleased to announce that Mr Spies
will assume the role of Joint CEO effective 1 January 2016. He will assume responsibility for the ICT Distribution,
Financial Services and certain Corporate Divisions within Pinnacle.

Mr Spies will be supported by Mr Tim Humphreys-Davies and Mr Craig Brunsden, who will be appointed as the
Managing Directors of the two major ICT Distribution subsidiaries, Pinnacle Africa and AxizWorkgroup respectively.
Both Mr Humphreys- Davies and Mr Brunsden have over ten year’s experience within their respective subsidiaries. Mr
Henry Ferreira, who is currently the CEO of Pinnacle Africa, will assume responsibility for the new emerging
technologies and systems integration businesses within the Pinnacle group. Ms Jenny Gill will continue in her role as
the CEO of Centrafin, the financial services subsidiary. The changes are effective 1 January 2016.

Mr Arnold Fourie will continue as the Joint CEO of Pinnacle until 30 June 2016. After discussions with Mr Fourie, the
Board is pleased to announce that Arnold has agreed to accept the role of Non-Executive Chairman of the Group
effective 1 July 2016. In his new role, Arnold will guide the Group’s strategy with a particular focus on new growth
initiatives. From 1 July 2016, Mr Spies will therefore be the CEO of the Group whilst Mr Ashley (Oshy) Tugendhaft the
current Non-Executive Chairman will assume the role of Deputy Chairman.

Subsequent to the aforementioned changes, the Board will from 1 January 2016 comprise Mr Ashley (Oshy)
Tugendhaft (Chairman – Non-Executive Director), Mr Bheki Sibiya (Lead Independent Director – Independent Non-
Executive Director), Ms Ndumi Medupe (Independent Non-Executive Director), Ms Seadimo Chaba (Independent Non-
Executive Director) and Mr Erhard van der Merwe (Non-Executive Director), Mr Arnold Fourie (Joint CEO), Mr Pierre
Spies (Joint CEO) and Mr Richard Lyon (Chief Financial Officer).

Following the changes, on 1 January 2016, the composition of the Board remains compliant with the King III
requirement that a board of directors should comprise a balance of power, with a majority of non-executive directors,
the majority of whom should be independent.

In the line with the above mentioned changes as from 1 July 2016 , the Board will comprise Mr Arnold Fourie (Non-
Executive Chairman), Mr Ashley (Oshy) Tugendhaft (Deputy Chairman – Non-Executive Director), Mr Bheki Sibiya (Lead
Independent Director – Independent Non-Executive Director), Ms Ndumi Medupe (Independent Non-Executive
Director), Ms Seadimo Chaba (Independent Non-Executive Director) and Mr Erhard van der Merwe (Non-Executive
Director), Mr Pierre Spies (CEO) and Richard Lyon (Chief Financial Officer).

The composition of the Board will continue to be reviewed to ensure that it remains compliant with the King III
requirement that a board of directors should comprise a balance of power, with a majority of non-executive directors,
the majority of whom should be independent.


Midrand
13 November 2015

Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd

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