Report on proceedings at the annual general meeting Datatec Limited (Incorporated in the Republic of South Africa) (Registration number: 1994/005004/06) JSE Share code: DTC ISIN: ZAE000017745 ("Datatec") REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING At the annual general meeting (“AGM”) of the shareholders of Datatec Limited held today, Thursday, 29 August 2019, the special and ordinary resolutions proposed at the AGM were unaltered from those reflected in the Notice of AGM and were approved by the requisite majority of votes. During the past year, Datatec undertook a comprehensive consultation process with shareholders on remuneration matters which is summarised in the Integrated Report. Whilst the resolutions relating to remuneration did not achieve a 75% support level, the results showed significant improvements on the prior year, especially from the South African shareholder base. The board will continue its consultation process and plans to arrange a series of meetings with major shareholders and issue an invitation to all shareholders to engage with the company before the end of the calendar year. These engagements will be led by the new remuneration committee chair and a report on the outcomes of the consultation process will be included in next year’s remuneration report. DETAIL OF VOTING STATISTICS AT THE AGM Datatec confirms the voting statistics from the AGM as follows: Total number of shares in issue (at meeting record date) 214 353 558 Treasury shares (excluded from voting) 668 217 Shares repurchased for cancellation (at meeting record date) 1 372 170 Total number of shares (voteable shares) 212 313 171 Total number of shares represented (including proxies) at the AGM 194 630 604 Proportion of total voteable shares represented at the AGM 91.7% Resolution Votes Carried as a Number of Shares voted Shares percentage of the total Shares Voted as a abstained as a number of shares percentage of percentage of voted at the meeting the total the total issued issued share share capital For Against capital 1 Ordinary Resolution 1: Re-election of JP Montanana 99.70% 0.30% 194 389 093 90.69% 0.11% 2 Ordinary Resolution 2: Re-election of IP Dittrich 99.94% 0.06% 194 389 093 90.69% 0.11% 3 Ordinary Resolution 3: Re-election of MJN Njeke 89.17% 10.83% 194 389 043 90.69% 0.11% 4 Ordinary Resolution 4: Election of M Makanjee 99.75% 0.25% 194 389 043 90.69% 0.11% 5 Ordinary Resolution 5: Reappointment of independent 75.46% 24.54% 194 389 093 90.69% 0.11% auditors 6 Ordinary Resolution 6.1: Election of Audit, Risk and 89.42% 10.58% 194 389 093 90.69% 0.11% Compliance Committee member - MJN Njeke 7 Ordinary Resolution 6.2: Election of Audit, Risk and 82.19% 17.81% 194 389 093 90.69% 0.11% Compliance Committee member - JF McCartney 8 Ordinary Resolution 6.3: Election of Audit, Risk and 98.13% 1.87% 194 389 093 90.69% 0.11% Compliance Committee member - E Singh-Bushell 9 Ordinary Resolution 7: Non-binding advisory vote on 64.44% 35.56% 192 798 147 89.94% 0.85% remuneration policy 10 Ordinary Resolution 8: Non-binding advisory vote on 64.41% 35.59% 194 389 093 90.69% 0.11% remuneration implementation 11 Special Resolution 1: Approval of non-executive directors’ 100.00% 0.00% 194 388 383 90.69% 0.11% fees 12 Special Resolution 2: Authority to provide financial 100.00% 0.00% 194 389 093 90.69% 0.11% assistance to any Group company 13 Special Resolution 3: General authority to repurchase 99.51% 0.49% 194 332 716 90.66% 0.14% shares 14 Ordinary Resolution 9: Authority to sign all documents 99.95% 0.05% 194 389 093 90.69% 0.11% required The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course. Sandton 29 August 2019 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 29/08/2019 05:00:00 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.