DATATEC LIMITED - Report on proceedings at the annual general meeting and changes to the board

Report on proceedings at the annual general meeting and changes to the board

Datatec Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005004/06)
Share code: DTC
ISIN: ZAE000017745
("Datatec" or “the Company”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD

The annual general meeting (“AGM”) of the shareholders of Datatec was held today, 20 September 2018.

Datatec consulted with shareholders before the meeting and noted shareholders’ concerns in particular about: non-executive directors’ length of tenure; the external
auditor’s length of tenure; and remuneration policy and implementation.

As a result of the consultation, ordinary resolution 2 was withdrawn from voting at the AGM. The other ordinary and special resolutions proposed at the meeting were
unaltered from those reflected in the Notice of AGM and were approved by the requisite majority of votes, except the non-binding advisory vote on the remuneration
implementation report. The Board plans to continue consulting with shareholders through a comprehensive engagement process which will include a series of meetings
to be arranged with key shareholders before the end of the calendar year.

CHANGES TO THE BOARD OF DIRECTORS
As a result of the decision to withdraw ordinary resolution 2, Mr Nick Temple has not sought re-election to the Board and accordingly his resignation by rotation is
effective and he ceases to be a director of Datatec today.

As previously announced, Mr Chris Seabrooke has retired from the Board with effect from today.

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)                          242 960 000

Treasury shares (excluded from voting)                                                 14 315
                                                                                    
Shares repurchased for cancellation (at meeting record date)                        4 870 188
                                                                                  
Total number of shares (voteable shares)                                          238 075 497

Total number of shares represented (including proxies) at the AGM                 219 912 523

Proportion of total voteable shares represented at the AGM                              92.4%


                                          
                                          Votes as a percentage of the total    Number of              Shares voted as a   Shares abstained as
                                          number of shares voted at the         shares voted           percentage of the   a percentage of the
                                          meeting                                                      total voteable      total voteable
Resolutions                                                                                            shares              shares      
                                                                                                                                                                                                
                                          For                Against
Ordinary resolution number 1
Re-election of O Ighodaro                 75.0%              25.0%             219 411 031             92.2%              0.2%

Ordinary resolution number 2
Re-election of NJ Temple                                                   Withdrawn from voting

Ordinary resolution number 3
Election of E Singh-Bushell               100.0%             0.0%              219 411 031             92.2%              0.2%

Ordinary resolution number 4
Reappointment of independent auditors     57.9%              42.1%             219 666 031             92.3%              0.1%

Ordinary resolution number 5
Election of Audit, Risk and Compliance
Committee members:

5.1 – MJN Njeke                           89.9%              10.1%             219 411 031             92.2%              0.2%
5.2 – O Ighodaro                          75.2%              24.8%             219 411 031             92.2%              0.2%
5.3 – E Singh-Bushell                     100.0%             0.0%              219 411 031             92.2%              0.2%

Ordinary resolution number 6
Non-binding advisory vote on the          50.2%              49.8%             219 666 031             92.3%              0.1%
remuneration policy

Ordinary resolution 7
Non-binding advisory vote on              37.2%              62.8%             219 666 031             92.3%              0.1%
remuneration implementation report

Special resolution number 1                            
Approval of non-executive directors’      95.3%              4.7%              219 666 031             92.3%              0.1%
fees

Special resolution number 2
Authority to provide financial            99.7%              0.3%              219 666 031             92.3%              0.1%
assistance to any Group company

Special resolution number 3
General authority to repurchase shares    97.1%              2.9%              219 666 031             92.3%              0.1%

Ordinary resolution number 8
Authority to sign all documents           100.0%             0.0%              219 666 031             92.3%              0.1%
required

The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.

Sandton
20 September 2018

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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