Pinnacle : DISTRIBUTION OF INTEGRATED REPORT, NO CHANGE STATEMENT, NOTICE OF ANNUAL GENERAL MEETING (“AGM”), CH

PINNACLE HOLDINGS LIMITED

(Registration number: 1986/000334/06)

Share code: PNC

ISIN: ZAE0000184149

('the Company' or 'Pinnacle' or 'the Group')

DISTRIBUTION OF INTEGRATED REPORT, NO CHANGE STATEMENT, NOTICE OF ANNUAL GENERAL MEETING ('AGM'), CHANGE OF NAME, NEW SHARE PLAN AND SPECIFIC REPURCHASE

NO CHANGE STATEMENT

Shareholders are advised that the annual report, which includes the director's report, the audit committee report, the audited financial statements for the year ended 30 June 2016, and the notice of AGM, is being distributed to shareholders today, Friday 30 September 2016.

There has been no change from the reviewed condensed consolidated preliminary financial results for the year ended 30 June 2016, that were released on SENS on 6 September 2016. Shareholders are further advised that the Integrated Annual Report, incorporating the reports as described above, together with the Corporate Governance and Sustainability Reports, and the notice of the AGM, is available on the Pinnacle website, http://www.pinnacleholdings.co.za/index.php/investor-relations/download-reports/june-2016

NOTICE OF THE ANNUAL GENERAL MEETING ('AGM')

Notice is hereby given that the AGM of the Company will be held on Friday, 25 November 2016 at 12:00 (South African time), at the registered offices of Pinnacle Holdings Limited at 'The Summit', 269 16th Road, Randjespark, Midrand to transact business as stated in the notice of AGM, which forms part of the 2016 Annual Report.

The salient dates and times for the AGM are set out below.

2016

Record date to receive notice of AGM Friday, 23 September Notice of AGM to be posted to shareholders and announced on SENS on Friday, 30 September

Last day to trade to be recorded in theregister on the record date for participation in the AGM on Tuesday, 15 November

Record date to participate in and vote at the AGM Friday, 18 November

Last day for lodging forms of proxy at 12:00 on Wednesday, 23 November

AGM at 12:00 on Friday, 25 November

Results of AGM released on SENS on Friday, 25 November

CHANGE OF NAME

The resolutions set out in the notice of AGM,include, inter alia, the proposed change of name of the Company to Alviva Holdings Limited and consequential amendments to the Company's Memorandum of Incorporation.

The traditional main business of Pinnacle is that of the manufacture and distribution of information communication technology ('ICT') hardware and software. The Group's current strategy is to continue its well-established track record of consistent growth by expanding its product range and footprint beyond the narrower confines of the ICT distribution sector and further beyond the borders of South Africa. The Group has made acquisitions in ICT services and solar technology solutions and has an established finance business. It has augmented its strategic direction with a majority investment into Datacentrix Holdings Limited, a large value-added services and managed services provider. In order to distinguish the listed entity from some of its subsidiaries that bear the name 'Pinnacle' and given that the Group is expanding beyond its pure ICT distribution roots, it believes it is time to change its name to a name that identifies with its new strategy of being an international holding company that operates in a number of technology sectors across the globe.

After reviewing various options for the new name of the Company, the Board decided on Alviva Holdings Limited. The name 'Alviva' is derived from the word 'aviva', meaning spring and originating from the word 'viva', meaning to breathe new life into something.

Implementation of the change of name

The proposed new name has been reserved by the Companies and Intellectual Property Commission ('CIPC'). The abbreviated name of the Company for the purposes of the JSE trading system will be 'Alviva', the JSE alpha code will be 'AVV' and the new ISIN will be ZAE000227484.

For a period of not less than one year, the Company will reflect the former name 'Pinnacle Holdings Limited' in brackets beneath the new name of 'Alviva Holdings Limited' on all documents of title.

The change of name will result in the certificated shareholders of the Company having to exchange their existing share certificates for new share certificates reflecting the new name of the Company. The procedure in respect of the surrender of share certificates is set out below.

Surrender of share certificates

1. Procedure for surrendering existing documents of title

1.1 Dematerialised shareholders need not take any action with regard to the name change as their accounts at the CSDP or broker will be automatically updated with the name change by the CSDP or broker.

1.2 Certificated shareholders should be aware that share certificates are no longer accepted as tradable instruments on the JSE. It is strongly recommended that certificated shareholders take this opportunity to dematerialise their shares as per the requirements of Strate. To do this, shareholders should approach a CSD

Participant or their banker or broker as soon as possible to arrange for the dematerialisation of their shares. In the event that shareholders wish to retain their shares in certificated form, then the following procedures should be followed.

1.2.1 Following the approval of the change of name of the share certificates from certificated shareholders in order to replace them with new share certificates reflecting the change of name, which new share certificates will be sent to certificated shareholders, by registered post, at the risk of such shareholders.

1.2.2 To facilitate the timely receipt by certificated shareholders of replacement share certificates, certificated shareholders who wish to anticipate the name change and who do not wish to deal in their existing shares prior to the name change are required to surrender their share certificates to the transfer secretaries by completing the form of surrender (blue) attached in the Annual Report in accordance with the instructions and return it to the transfer secretaries.

1.2.3 Share certificates so received will be held in trust by the transfer secretaries pending the name change being approved by shareholders at the AGM. In the event that the name change is not approved at the AGM, the transfer secretaries will, within five business days thereafter, return the share certificates to the certificated shareholders concerned, by registered post, at the risk of such shareholders.

1.2.4 Those shareholders who surrender their existing share certificates by 12:00 on Friday, 10 March 2017 will have their new share certificates posted to them within five business days of the later of the record date and the date of receipt by the transfer secretaries of their existing share certificates.

1.2.5 No receipt will be issued for the certificates lodged, except that lodging agents for any certificated shareholders who require special transaction receipts are requested to prepare such receipts and submit them for stamping together with the documents/s lodged.

1.2.6 Should the name change be approved and implemented, shareholders who have not already surrendered their certificates will be required to do so under the cover of the form of surrender attached in the Annual Report.

1.2.7 If any existing documents of title have been lost or destroyed and the certificated shareholder provides evidence to this effect to the satisfaction of the directors, then Pinnacle may dispense with the surrender of such documents of title against provision of acceptable indemnity.

1.2.8 Certificated shareholders whose registered addresses in the Company's share register are outside the common monetary area or where the relevant share certificates are restrictively endorsed are referred to paragraph 2 below.

1.2.9 In the event that certificated shareholders do not complete the form of surrender (blue) attached in the Annual Report and who later wish to obtain a share certificate in the new name of the Company, such shareholders will be required to return their share certificates to the transfer secretaries together with certified copies of identity documents, if in own name, or if otherwise, certified copies of company/ trust documents.

1.3 The results of the AGM approving the change of name will be released on SENS on Friday, 25 November 2016 and published in the press on Monday, 28 November 2016. Additional forms of surrender will be available on request from the office of the transfer secretaries of the Company.

2. Instructions for non-residents

In the case of certificated shareholders whose registered addresses in the Company's share register in South Africa are outside the common monetary area, or where the relevant certificates are restrictively endorsed in terms of the South African Exchange Control Regulations, the following will apply in the case of shareholders who have not dematerialised their shares with Strate:

2.1 Non-residents who are emigrants from the common monetary area.

The replacement share certificate reflecting the change of name will be restrictively endorsed in terms of the South African Exchange Control Regulations and will be sent to the shareholder's authorised dealer in foreign exchange in South Africa controlling their blocked assets.

2.2 All other non-residents

The replacement share certificate reflecting the change of name will be restrictively endorsed 'non-resident' in terms of the South African Exchange Control Regulations. Shareholders who have dematerialised their shares through a CSDP or broker must not complete the form of surrender as the surrender of the relevant documents of title will be handled by their CSDP or broker in terms of the custody agreement entered into between the shareholder and the CSDP or broker on their behalf. The salient dates and times for the proposed change of name are set out below.

2016

Results of AGM regarding name change published in the press on Monday, 28 November

2017

Special resolution in respect of the change of name expected to be registered by CIPC by no later than Thursday, 23 February

Finalisation date in respect of the change of name of the Company Tuesday, 28 February

Last day to trade in Pinnacle shares in respect of the change of name of the Company Tuesday, 7 March

Listing of and trading in new shares on the JSE under JSE code AVV and

ISIN: ZAE000227484 from commencement of business on or about Wednesday, 8 March

Record Date Friday, 10 March

Date of issue of new replacement share certificates Monday, 13 March

Dematerialised shareholders will have their accounts at their CSDP or broker updated on Monday, 13 March

Notes:

1. All references to times set out in the tables above are toSouth African local times unless otherwise stated. The above dates and times are subject to change. Updates will be released on SENS and published in the South African press.

2. Shareholders will not be able to dematerialise or rematerialise securities in the name of Pinnacle from Friday, 10 March 2017.

3. Share certificates and surrender forms received after 12:00 on the Record Date, being 10 March 2017, will have their replacement certificates posted within five business days of receipt of surrender forms.

ADOPTION OF A NEW SHARE PLAN

The notice of AGM includes, inter alia, a special resolution relating to the adoption of a new share plan.

In line with local and global best practice, Pinnacle intends to adopt a new share plan, namely the Pinnacle Holdings Limited

Forfeitable Share Plan ('FSP') to incentivise, motivate and retain the right calibre of executives and senior management.

The FSP provides participants with the opportunity to be awarded forfeitable shares in the Company in the form of performance

shares and/or retention shares so as to enable the participants to share in the success of the Company, and be placed in a

similar position as shareholders. Through the delivery of real shares under the FSP, participants will become shareholders in the

Company and will have all shareholder rights (including dividends) from the settlement date, shortly after the award date.

Further details of the FSP are set out in the Notice of AGM.

SPECIFIC REPURCHASE OF ORDINARY SHARES

The notice of AGM includes, inter alia, a special resolution relating to a specific repurchase of ordinary shares from Pinnacle Treasury Services Proprietary Limited ('Pinnacle Treasury Services').

Shareholders are hereby advised that Pinnacle concluded a Share Repurchase Agreement with Pinnacle Treasury Services for the repurchase of ordinary shares held by Pinnacle Treasury Services as treasury shares, being the specific repurchase.

As at Friday, 30 September 2016, Pinnacle Treasury Services held a total of 12 069 974 (twelve million sixty-nine thousand nine hundred and seventy-four) Pinnacle ordinary shares as treasury shares, constituting 6.58% (six point five eight percent) of the Company's issued share capital, being the Specific Repurchase Shares.

The Board of Directors of the Company resolved to, subject to Shareholder approval being obtained, repurchase the Specific Repurchase Shares in two separate divisible tranches, with:

- the Specific Repurchase Tranche 1 being implemented pursuant to the 2016 Annual General Meeting; and

- the balance of the Specific Repurchase Shares, being the Specific Repurchase Tranche 2 Shares, being implemented pursuant to the 2017 Annual General Meeting.

For the avoidance of doubt, with regards to the Specific Repurchase Tranche 2, the required Shareholder approval will be sought at the 2017 Annual General Meeting.

The Specific Repurchase Tranche 1 will be implemented at the VWAP of a Pinnacle Holdings Ordinary Share traded on the JSE over the 30 (thirty) trading days immediately prior to the date of signature of the Share Repurchase Agreement Specific Repurchase Tranche 1 ('Specific Repurchase Tranche 1 Repurchase Price'). As at 20 September 2016, being the date on which the Share Repurchase Agreement - Specific Repurchase Tranche 1 was signed by Pinnacle Holdings and Pinnacle Treasury Services, the Specific Repurchase Tranche 1 Repurchase Price amounted to R16.740868 (sixteen point seven four zero eight six eight Rand) per Ordinary Share. Accordingly, the consideration payable by Pinnacle Holdings to Pinnacle Treasury Services in respect of the Specific Repurchase

Tranche 1 amounts to R93 246 199 (ninety-three million two hundred and forty-six thousand one hundred and ninety-nine Rand).

As the Specific Repurchase Tranche 1 is intra-Group, no change in the Group's financial cash resources will transpire as a result of the implementation of same and the financial effects of the Specific Repurchase Tranche 1 are minimal. Reserves will be used to settle the Specific Repurchase Tranche 1.

Following the Specific Repurchase Tranche 1 being implemented, the Specific Repurchase Tranche 1 shares so repurchased will be de-listed from the JSE by the Company and then cancelled.

Financial impact of the Specific Repurchase Tranche 1:

- The impact of the Specific Repurchase Tranche 1 on the issued share capital of the Company is that the ordinary shares in issue will be reduced by 5 569 974 (five million five hundred and sixty-nine thousand nine hundred and seventy-four) ordinary shares to 177 726 063 (one hundred and seventy-seven million seven hundred and twenty-six thousand and sixty-three).

- The Company's share capital account will be reduced by R55 699.74 (fifty-five thousand six hundred and ninety-nine Rand and seventy-four cents) (being the 5 569 974 (five million five hundred and sixty-nine thousand nine hundred and seventy four) ordinary Shares with a par value of

1 (one) cent per ordinary share).

- The Company's reserves will be reduced by the difference between the purchase price and the par value of the ordinary shares, being 1 (one) cent per ordinary share.

Rationale for the Specific Repurchase

The Board resolved to repurchase, de-list and cancel the Specific Repurchase Shares in order to:

- simplify the Group structure;

- eliminate accounting and regulatory complexities arising from treasury shares in general; and

- save additional costs of administration.

The Company's Authorised and Issued Share Capital

Set out in the table below is the authorised and issued share capital of the Company before and after the implementation of the Specific Repurchase Tranche 1:

Before the Specific Repurchase Tranche 1: R Authorised share capital 300 000 000 ordinary shares of 1 cent each 3 000 000

Issued share capital 183 296 037 ordinary Shares of 1 cent each 1 832 960.37

Prior to the implementation of the Specific Repurchase Tranche 1, the Company holds 12 069 974 (twelve million sixty-nine thousand nine hundred and seventy-four) Pinnacle Ordinary Shares as treasury Shares, being the Specific Repurchase Tranche 1 Shares and the Specific Repurchase Tranche 2 Shares.

After the Specific Repurchase Tranche 1: R

Authorised share capital 300 000 000 ordinary shares of 1 cent each 3 000 000

Issued share capital 177 726 063 ordinary shares of 1 cent each 1 777 260.63

Following the implementation of the Specific Repurchase Tranche 1, the Company will hold 6 500 000 (six million five hundred thousand) Ordinary Shares in treasury, being the Specific Repurchase Tranche 2 Shares.

The salient dates and times for the proposed specific repurchase of ordinary shares are set out below.

2016

Record date to determine which shareholders are entitled to receive the 2016 Annual Report (incorporating the Notice of 2016 AGM and the Circular to shareholders relating to the Specific Repurchase) on Friday, 23 September

Specific Repurchase Tranche 1 announcement published on SENS on Friday, 30 September

2016

Annual Report (incorporating the Notice of 2016 AGM and the Circular to shareholders relating to the Specific Repurchase) distributed to shareholders on Friday, 30 September

Specific Repurchase Tranche 1 announcement published in the South African press on Monday, 3 October

Last day to trade for shareholders to be recorded in the register on the record date Tuesday, 15 November

Record date to determine which shareholders are entitled to participate in and vote at the 2016 AGM on Friday, 18 November

Last date and time (12:00) by when forms of proxy must be submitted to the Company Wednesday, 23 November

2016 AGM held at 12:00 on Friday, 25 November

Results of the 2016 AGM published on SENS on Friday, 25 November

Results of the 2016 AGM published in the South African press on Monday, 28 November

Specific Repurchase Tranche 1 implemented on Wednesday, 30 November

Specific Repurchase Tranche 1 shares de-listed from the JSE on Friday, 02 December

Midrand 30 September 2016

Legal Advisors

Tugendhaft Wapnick Banchetti and Partners

Sponsor

Deloitte & Touche Sponsor Services (Pty) Ltd

Transfer Secretaries

Computershare Investor Services (Pty) Ltd, 70 Marshall Street, Marshalltown, Johannesburg (PO Box 61051, Marshalltown, 2107)

Corporate advisor and transaction sponsor in respect of the Specific Repurchase: Pallidus Capital