Datacentrix/Pinnacle Joint caution ann/expression of interest to effect buy-out & subsequent delisting ofDatacentrix Datacentrix Holdings Limited Pinnacle Holdings Limited Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa (Registration number: 1998/006413/06) Registration number 1986/000334/06 Share code: DCT ISIN: ZAE000016051 Share Code: PNC ISIN: ZAE000184149 (“Datacentrix”) (“Pinnacle”) JOINT CAUTIONARY ANNOUNCEMENT - EXPRESSION OF INTEREST TO EFFECT BUY-OUT AND SUBSEQUENT DELISTING OF DATACENTRIX Shareholders of Datacentrix and Pinnacle are advised that Pinnacle, which holds 57.1% of the issued share capital of Datacentrix, has submitted a non-binding expression of interest (“EOI”) to Datacentrix to acquire all of the issued share capital of Datacentrix, excluding treasury shares and shares that are already owned by Pinnacle (“Offer Shares”) (“Proposed Transaction”), and the subsequent delisting of Datacentrix from the JSE Limited (“JSE”). A comparable offer will also be made to the Datacentrix option holders in terms of the Datacentrix option scheme, if applicable, subject to the successful completion of the Proposed Transaction. It is contemplated that the Proposed Transaction would be implemented by way of a scheme of arrangement in terms of section 114 of the Companies Act, 2008 (Act 71 of 2008), as amended (“the Companies Act”) (“Proposed Scheme”), and failing approval of the Proposed Scheme, by way of a general offer in terms of section 117 of the Companies Act (“General Offer”) in terms of which Pinnacle will offer to acquire from shareholders of Datacentrix who wish to accept the General Offer, all of their Datacentrix shares on the same terms and conditions as would have been applicable to the Proposed Scheme. In terms of the EOI, the consideration payable by Pinnacle to Datacentrix shareholders will be R6.65 per Datacentrix share, to be settled in cash (“Scheme Consideration”), amounting to approximately R541 million. This is subject to a fair and reasonable being performed by an Independent Expert appointed by the independent board of directors of Datacentrix. Pinnacle has received irrevocable undertakings from the following Datacentrix shareholders (representing in aggregate 72.05% of the Offer Shares) to support the Proposed Transaction and to vote in favour of the Proposed Scheme, should it proceed, and the subsequent delisting of Datacentrix from the JSE or to accept the General Offer, if the Scheme is not approved: Offer Percentage of Offer Shares Shares beneficially held or controlled Datacentrix Shareholder held (directly or indirectly) 36One Asset Management Proprietary Limited 25 056 658 30.81% Sentio Capital Management Proprietary Limited 33 535 264 41.24% Total 58 591 922 72.05% Shareholders of Datacentrix and Pinnacle are advised that the EOI does not constitute a firm intention by Pinnacle to make an offer and it is possible that no offer may result from this process. Accordingly, pending further announcements, Datacentrix and Pinnacle shareholders are advised to exercise caution when dealing in their Datacentrix and Pinnacle shares, respectively. Midrand 12 October 2016 Sponsor to Pinnacle Deloitte & Touche Sponsor Services Proprietary Limited Legal Adviser to Pinnacle TWB Sponsor to Datacentrix Merchantec Capital Date: 12/10/2016 09:02:00 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. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.