ConvergeNet : Notice of special resolutions regarding an amendment to the Memorandum of Incorporation and an increase in the authorised share capital of ConvergeNet Holdings Ltd

TO BE PROPOSED TO SHAREHOLDERS IN TERMS OF SECTION 60 OF THE COMPANIES ACT, NO. 71 OF 2008, AS AMENDED (the "Companies Act")

Introduction

1. Shareholders are advised that the board of directors of ConvergeNet (the "Board") has resolved to propose that ConvergeNet shareholders consider and, if deemed fit, pass, with or without modification, the special and ordinary resolutions as set out in  Annexure 1 to this letter (the "Resolutions"), by written consent in terms of section 60 of the Companies Act.
2. The Resolutions provide for an amendment to the Company's Memorandum of Incorporation and an increase in the authorised share  capital of the Company from 200 000 000 ordinary shares of no par value to 1 000 000 000 ordinary shares of no par value.
3. In terms of section 60 of the Companies Act, a resolution that could be voted on at a shareholders meeting may instead be submitted  for consideration to the shareholders entitled to exercise voting rights in relation to the resolution, and be voted on in writing by  shareholders entitled to exercise voting rights in relation to the resolution, within 20 (twenty) business days of the resolution being  submitted to them.