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Results of Pinnacle annual general meeting (“AGM” or “Pinnacle AGM”)
Pinnacle Holdings Limited
Registration number 1986/000334/06
Share Code: PNC
ISIN: ZAE000184149
(“the Company” or “Pinnacle” or “the Group”)
RESULTS OF PINNACLE ANNUAL GENERAL MEETING (“AGM” or “PINNACLE AGM”)
Shareholders are advised that all the ordinary and special resolutions, including the resolutions relating
to the Specific Repurchase Tranche 1 and the Name Change, details of which were included in the
announcement published by the Company on 30 September 2016, tabled at the AGM of Pinnacle held on
Friday, 25 November 2016 were passed by the requisite majority of shareholders, with the exception of
special resolution 2 and ordinary resolutions 6 and 7 which failed.
In this regard and in accordance with paragraph 3.91 of the JSE Limited (“JSE”) Listings Requirements, the
detailed voting results of the Pinnacle AGM are set out below:
- Total number of Pinnacle shares that could have been voted at the AGM: 166 732 571
- Total number of Pinnacle shares that were present/represented at the AGM: 92 948 219 being
56% of the total number of Pinnacle shares that could have been voted at the AGM
NUMBER OF VOTES (ONE ABSTAINED AS
SHARES
PER SHARE) A
VOTED
RESOLUTIONS PERCENTAGE
EXCLUDING IN FAVOUR
AGAINST OF VOTABLE
ABSTENTIONS OF SHARES
Special resolutions
1. Issue of a general authority for
the Company to repurchase its 92 783 822 92 737 786 46 036 164 397
own shares
Percentage 99.95% 0.05% 0.10%
2. Issue of a general authority to
provide financial assistance in
92 823 588 44 283 683 48 539 905 124 631
terms of section 44 of the
Companies Act
Percentage 47.71% 52.29% 0.08%
3. Issue of a general authority to
provide financial assistance to 92 832 178 92 831 680 498 116 041
any of its subsidiaries
Percentage 100.00% 0.00% 0.07%
4. Issue of a specific authority to
repurchase ordinary shares
92 831 640 92 815 040 16 600 116 579
from Pinnacle Treasury Services
(Pty) Ltd
Percentage 99.98% 0.02% 0.07%
5. Approval to change the
Company’s name from Pinnacle
92 832 138 92 816 898 15 240 116 081
Holdings Limited to Alviva
Holdings Limited
Percentage 99.98% 0.02% 0.07%
6. Approval of the fee structure to
be paid to non-executive 92 824 808 92 817 808 7 000 123 411
directors
Percentage 99.99% 0.01% 0.07%
7. Adoption of a new share plan 92 825 508 91 636 911 1 188 597 122 711
Percentage 98.72% 1.28% 0.07%
Ordinary resolutions
1. Re-appointment of retiring
directors
1.1 Re-appointment of Mr A
Tugendhaft as a non- 92 829 080 74 140 953 18 688 127 119 139
executive director
Percentage 79.87% 20.13% 0.07%
1.2 Re-appointment of Ms N
Medupe as an
92 829 080 92 829 080 - 119 139
independent non-
executive director
Percentage 100.00% 0.00% 0.07%
2. Appointment of the Audit and
Risk Committee members
2.1 Ms N Medupe –
92 829 080 92 828 680 400 119 139
Chairperson
Percentage 100.00% 0.00% 0.07%
2.2 Ms SH Chaba – Member 92 829 080 92 828 680 400 119 139
Percentage 100.00% 0.00% 0.07%
2.3 Mr B Sibiya – Member 92 829 080 92 826 680 2 400 119 139
Percentage 100.00% 0.00% 0.07%
3. Approval to re- appoint
SizweNtsalubaGobodo
92 829 780 92 829 780 - 118 439
Incorporated and Mr A
Philippou as auditors
Percentage 100.00% 0.00% 0.07%
4. Endorsement of the Company’s
Remuneration Policy and its 92 823 608 91 441 347 1 382 261 124 611
implementation
Percentage 98.51% 1.49% 0.07%
5. Authorisation of the directors
to implement the special and 92 830 480 92 801 542 28 938 117 739
ordinary resolutions
Percentage 99.97% 0.03% 0.07%
6. General authorisation to place
unissued shares under the 92 830 040 38 558 337 54 271 703 118 179
control of the directors
Percentage 41.54% 58.46% 0.07%
7. General authorisation to issue
92 825 568 42 699 217 50 126 351 122 651
shares for cash
Percentage 46.00% 54.00% 0.07%
The special resolutions, including the change of Company’s name to Alviva Holdings Limited will be
submitted to the Companies and Intellectual Property Commission (“CIPC”) in due course for filing or
registration where applicable. The finalisation date announcement, including the final salient dates and
times, in respect of the change of name of the Company will be published once proof of registration of
the relevant special resolution has been obtained from CIPC.
IMPLEMENTATION OF THE SPECIFIC REPURCHASE TRANCHE 1
Pursuant to the approval of the Specific Repurchase Tranche 1 at the Pinnacle AGM, the board of directors
of Pinnacle will now proceed with the implementation of same on Wednesday, 30 November 2016,
following which an application will be submitted to the JSE to de-list the treasury shares repurchased in
terms of the Specific Repurchase Tranche 1 on or about Friday, 02 December 2016.
Midrand
25 November 2016
SPONSOR:
Deloitte & Touche Sponsor Services (Pty) Ltd
CORPORATE AND TRANSACTION ADVISOR:
Pallidus Capital Proprietary Limited
Date: 25/11/2016 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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