Results of General Meeting

Alaris Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/011142/06)
Share Code: ALH
ISIN ZAE000201554
(“Alaris” or “the Company”)

RESULTS OF THE GENERAL MEETING OF SHAREHOLDERS (“GENERAL MEETING”)

  1. INTRODUCTION
    Shareholders are referred to the SENS announcements released by Alaris on 23 December 2016 and
    27 March 2017, regarding the disposal by Alaris of its entire shareholding in and loan claims
    against African Union Communications Proprietary Limited to MAS Holdings Proprietary Limited and
    Olympus Investment Proprietary Limited (together, “Aucom Management Associates”) in exchange for
    the repurchase by Alaris of an aggregate of 30 000 000 shares in Alaris held by the Aucom
    Management Associates (“Disposal”) and a further repurchase by Alaris of an aggregate of
    10 000 000 of its shares from the MAS Trust, Tebogo Rashama and Rudolph Rashama (“Second
    Repurchase”) (together, the “Transaction”). Detailed information regarding the proposed
    Transaction appears in the circular to Alaris shareholders dated 27 March 2017 (“Circular”).
  2. RESULTS OF THE GENERAL MEETING
    Shareholders are advised that at the General Meeting of Alaris held today, 28 April 2017, to
    consider and approve the Transaction, the following resolutions set out in the notice of General
    Meeting were passed by the requisite majorities of Alaris shareholders as set out below:
    Notes:
    – Any terms appearing in title case in the table above and that are not defined in this
    announcement, shall bear the meanings assigned to them in the Circular and notice of General
    Meeting.
    – Villiers Joubert, Rudolph Rashama and Tebogo Rashama (together, the “Aucom Management”) and
    their associates were not entitled to vote in respect of Special Resolutions Numbers 1 and
    2 and were not taken into account for purposes of determining the quorum for Special
    Resolutions Numbers 1 and 2.
  3. GENERAL
    The board of directors (“Board”) and management of Alaris are pleased with the results of the
    General Meeting.
    The Board believes that the implementation of the Transaction is in line with Alaris’ strategy
    to focus on the development, manufacturing and selling of RF (Radio Frequency) products to global
    niche markets. The Disposal further aligns Alaris’ offerings with its value proposition of
    continuously evolving its intellectual property base to design products for specific customer
    needs. The Board maintains that each subsidiary of Alaris should enjoy fully committed resources
    to realise their full potential. With this in mind and based on the assessment of the available
    market size, the Board believes that the Disposal will free up much needed capacity to enable
    future international growth and acquisitions aligned to the core strategy. Alaris and its
    subsidiaries intend to make further acquisitions in due course. Being a client-centric
    organisation with clients based worldwide, Alaris and its subsidiaries intends to expand its
    global footprint to be closer to its clients. In addition, the Transaction gave rise to an
    opportunity for Alaris to repurchase additional Alaris shares from the Aucom Management who are
    leaving the group as a result of the implementation of the Transaction, at a reasonable valuation.

28 April 2017
Johannesburg

Transaction Advisor and Transaction Sponsor
PSG Capital Proprietary Limited