PINNACLE HOLDINGS LIMITED - Notice to shareholders of The Company in terms of section 45(5) of The Companies Act, 71 of 2008 (THE ACT)

Notice to shareholders of The Company in terms of section 45(5) of The Companies Act, 71 of 2008 (“THE ACT”)

Pinnacle 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 3
December 2015, 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 (the “board”) passed a resolution on 27 November 2014, as announced on SENS
on 8 December 2014, 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 to the above R500 million, the board has on 24 March 2016 approved a corporate
guarantee in an amount of US$ 30 Million in order to secure trade credit facilities for one of
its major subsidiaries, Axiz (Pty) Ltd(“Axiz”). The facilities secured are required to facilitate
certain sizeable transactions between the supplier, Axiz and its customers and will enhance
the growth of the Group.

In addition, in accordance with section 45(3)(b) of the Act, the board has satisfied 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 April 2016
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd

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