Results Of The Annual General Meeting AYO TECHNOLOGY SOLUTIONS LIMITED (Incorporated in the Republic of South Africa) Registration number: 1996/014461/06 JSE share code: AYO ISIN: ZAE000252441 (“AYO Technology” or “the Company”) RESULTS OF THE ANNUAL GENERAL MEETING Shareholders are hereby advised that the results of the voting at the annual general meeting of the Company held at 08:30 today, Tuesday, 22 January 2019, at AYO’s office, 2nd Floor, Old Warehouse Building, Black River Park, 2 Fir Street, Observatory (“AGM”), save for resolution numbers 6, 7, 8 and 14 which were withdrawn, are as follows: Votes Votes for against resolution resolution as a as a Number of Number of percentage percentage shares shares of total of total voted at abstained number of number of Number of AGM as a as a Resolutions shares shares shares percentage percentage proposed at the voted at voted at voted at of shares in of shares in AGM AGM (%) AGM (%) AGM issue (%) issue (%) Ordinary resolution number 1: To confirm the appointment of the following Director: Dr WA Mgoqi 100 0 278 945 958 81.06 0.00 Ordinary resolution number 2: To confirm the appointment of the following Director: Dr DH George 100 0 278 945 958 81.06 0.00 Ordinary resolution number 3: To confirm the appointment of the following Director: Mr SM Rasethaba 100 0 278 945 958 81.06 0.00 Ordinary resolution number 4: To confirm the appointment of the following Director: Ms RP Mosia 64.23 35.77 278 945 958 81.06 0.00 Ordinary resolution number 5: 64.23 35.77 278 945 958 81.06 0.00 To confirm the appointment of the following Director: Adv. NA Ramatlhodi Ordinary resolution number 6: To re-elect the following Director who retires by rotation: Ms N Gamieldien Withdrawn Ordinary resolution number 7: To re-elect the following Director who retires by rotation: Mr S Young Withdrawn Ordinary resolution number 8: To re-elect the following Director who retires by rotation: Ms CF Hendricks Withdrawn Ordinary resolution number 9: To re-elect the following Director who retires by rotation: Mrs AB Begum Amod 64.23 35.77 278 945 958 81.06 0.00 Ordinary resolution number 10: To appoint Ms RP Mosia as a member of the audit and risk committee 64.23 35.77 278 945 958 81.06 0.00 Ordinary resolution number 11: To appoint Adv. NA Ramatlhodi as a member of the audit and risk committee 64.23 35.77 278 945 958 81.06 0.00 Ordinary resolution number 12: To appoint Dr DH George as a member of the audit and risk committee 100 0 278 945 958 81.06 0.00 Ordinary resolution number 13: To appoint Mr SM Rasethaba as a member of the audit and risk committee 100 0 278 945 958 81.06 0.00 Ordinary resolution number 14: To appoint Mr S Young as a member of the audit and risk committee Withdrawn Ordinary resolution number 15: The appointment of BDO Cape Inc. as the independent auditor of the Company for the ensuing year 100 0 278 945 958 81.06 0.00 Ordinary resolution number 16: Control of authorised but unissued ordinary shares 64.23 35.77 278 945 958 81.06 0.00 Ordinary resolution number 17: Approval to issue ordinary shares and/or options for cash 64.23 35.77 278 945 958 81.06 0.00 Ordinary resolution number 18: Non-binding advisory vote on the Remuneration policy of the Company 64.23 35.77 278 945 958 81.06 0.00 Ordinary resolution number 19: Non- binding advisory vote on the implementation of the remuneration policy of the Company 64.23 35.77 278 945 958 81.06 0.00 Special resolution number 1: To approve the remuneration of the 100 0 278 945 958 81.06 0.00 non-executive Directors Special resolution number 2: To approve inter- company financial assistance 64.23 35.77 278 945 958 81.06 35.77 Special resolution number 3: To approve financial assistance for the subscription or purchase of shares in the Company or in a related or inter- related company 64.23 0 278 945 958 81.06 35.77 Special resolution number 4: Approval for the Company or its subsidiaries to repurchase shares of the Company 100 0 278 945 958 81.06 0.00 Note: Total number of shares in issue as at the date of the AGM was 344 125 194. Shareholders are further advised that, as ordinary resolution number 18, relating to the non- binding advisory vote on the remuneration policy of the Company and ordinary resolution number 19 relating to the non-binding advisory vote on the implementation of the remuneration policy, were voted against by 25% or more of the votes exercised by the Company’s shareholders present in person or represented by proxy at the AGM, an invitation will be extended to such dissenting shareholders to engage with the Company. The manner and timing of such engagement has not as yet been finalised and the Company will issue a further announcement shortly setting out such details. CHANGES TO THE BOARD OF DIRECTORS Mr S Young and Ms CF Hendricks did not make themselves available for re-election at the AGM and voluntary elected to step off the board (“the Board”) and accordingly the requisite resolutions were withdrawn. Furthermore, the Board wishes to advise that Ms N Gamieldien voluntary elected to step off the Board as the Chief Financial Officer of the Company but will continue in a senior executive role. Accordingly, in compliance with paragraph 3.59(b) of the JSE Listings Requirements, the Company advises that Mr S Young, Ms CF Hendricks and Ms N Gamieldien were not available for re-election to the Board and are therefore no longer directors to the Board with effect from 22 January 2019. The Board wishes to thank Mr Young, Ms Hendricks and Ms Gamieldien for their tenure on the Board and its Committees. The Board wishes to take this opportunity of wishing Mr Young and Ms Hendricks all of the very best and success going forward. The Board further advises that with effect from 22 January 2019, Mr H Plaatjes has taken up the role of Chief Executive Officer, Mr IT Bundo has been appointed to the Board of Directors as an executive in the capacity of Chief Financial Officer, Mr AM Salie has been appointed as an executive in the capacity of Chief Investment Officer and Mr I Amod has been appointed as an independent non-executive director. Messrs Bundo and Salie both hold a Bachelor of Commerce Degree in Accounting and are both chartered accountants. In addition, the Board further wishes to advise that Mrs AB Amod has been appointed to the Audit and Risk Committee effective 22 January 2019. The Board welcomes Messrs Bundo, Salie and Amod and looks forward to their contribution to the Company. Cape Town 22 January 2019 Sponsor PSG Capital Date: 22/01/2019 05:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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