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CVN
CVN
CVN - Convergenet Holdings Limited - Appointment of new audit committee and
report back to shareholders
CONVERGENET HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/015580/06)
Share code: CVN ISIN: ZAE000102067
("ConvergeNet" or "the company")
APPOINTMENT OF NEW AUDIT COMMITTEE AND REPORT BACK TO SHAREHOLDERS
In accordance with the request of shareholders at the reconvened Annual
General Meeting ("AGM") held on 27 January 2012, where inter alia, the re-
election of audit committee members was not carried by a majority vote, the
board advises as follows:
1. The re-election was blocked by votes and proxies of two shareholders
that owed approximately R25 million to the group at the time, and
against which action had been instigated by the audit committee
members. An amount of R13.9 million (inclusive of interest) has since
been repaid.
2. The vote at the AGM is not seen by the board as a reflection on the
competency and integrity of the former audit committee members and
this has been separately confirmed by the shareholder which has repaid
the company.
3. The audit committee has been reconstituted by the board and consists
of the following members:
Mr D Tabata - Audit committee chairman
Mrs L Mangope - Member
Mr S Swana - Member
It is noted that the audit committee composition complies with the
Companies Act, 2008 (Act 71 of 2008) but, in terms of King III, not all the
members would be considered independent and this fact is disclosed in
accordance with King III. The company will be considering further
appointments to the board in due course to address the King III and JSE
Listings Requirements with regard to audit committee composition.
Shareholders are advised that the new audit committee and the board are
committed to continuing with legal action to recover the balance owed by a
shareholder to the group, in the interests of all stakeholders and believe
that such monies still owed are recoverable.
By order of the board
Johannesburg
22 February 2012
Sponsor
Arcay Moela Sponsors (Pty) Ltd
Date: 22/02/2012 14:39:01 Produced by the JSE SENS Department.
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