Notice of annual general meeting

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

Notice is hereby given that the annual general meeting of shareholders of Datatec will be held at the Sandton Sun and Towers Intercontinental, 5th Street, Sandton, Republic of South Africa at 11:00 on Monday, 6 August 2007 for the purpose of considering and voting on the following resolutions with or without modifications:

CONSIDERATION OF ANNUAL FINANCIAL STATEMENTS
Ordinary Resolution Number 1
"Resolved that the audited annual financial statements and Group annual financial statements for the year ended 28 February 2007 be and are hereby accepted."
RE-ELECTION OF DIRECTOR
Ordinary Resolution Number 2
"Resolved that Mr C M L Savage, who retires in terms of the Company's articles of association ("the articles") and who offers himself for re-election, be and is hereby re-elected as a director of the Company."
Please refer to Mr Savage's brief curriculum vitae.
RE-ELECTION OF DIRECTOR
Ordinary Resolution Number 3
"Resolved that Mr C S Seabrooke, who retires in terms of the articles and who offers himself for re-election, be and is hereby re-elected as a director of the Company."
Please refer to Mr Seabrooke's brief curriculum vitae.
ELECTION OF DIRECTOR
Ordinary Resolution Number 4
"Resolved that Prof. L W Nkuhlu, who was appointed by the Board on 1 September 2006 and who offers himself for election, be and is hereby elected as a director of the Company."
Please refer to Prof. Nkuhlu's brief curriculum vitae.
ELECTION OF DIRECTOR
Ordinary Resolution Number 5
"Resolved that Mr S J Davidson, who was appointed by the Board on 1 February 2007 and who offers himself for election, be and is hereby elected as a director of the Company."
Please refer to Mr Davidson's brief curriculum vitae.
ELECTION OF DIRECTOR
Ordinary Resolution Number 6
"Resolved that Mr J F McCartney, who was appointed by the Board on 16 July 2007 and who offers himself for election, be and is hereby elected as a director of the Company."
Mr McCartney's brief curriculum vitae is as follows:
John McCartney was formerly president and chief operating offi cer for US Robotics, as well as president of 3Com Corporation's Client Access Unit. He joined the executive management team of US Robotics in 1984. John is currently chairman of A.M. Castle Corporation, (NYSE) a speciality steel distributor based near Chicago and a director of Federal Signal Corporation and Huron Consulting Group, Inc. John was previously a non-executive director of Datatec from 11 May 1998 to 3 March 2004 and has been non-executive chairman of Westcon Group, Inc. from 1 October 2002 to date.
APPROVAL OF AUDITORS' REMUNERATION
Ordinary Resolution Number 7
"Resolved that the directors of the Company be and are hereby authorised to fix and pay the auditors' remuneration for the year ended 28 February 2007."
RATIFICATION OF DIRECTORS' REMUNERATION
Ordinary Resolution Number 8
"Resolved that the remuneration of the directors of the Company for the past financial year as reflected in the remuneration report of the annual report, of which this notice forms part, be and is hereby ratified."
INCREASE TO NON-EXECUTIVE DIRECTORS' FEES
Ordinary Resolution Number 9
"Resolved that the non-executive directors' fees be increased with effect from 1 March 2007 as follows:

Chairman of the Board - $120 000
Deputy Chairman of the Board - $75 000*
Lead non-executive director - $65 000
Non-executive director - $55 000
Chairman of the Audit, Compliance and Risk Committee - $30 000
Chairman of the Remuneration Committee - $15 000
Members of the Audit, Compliance and Risk Committee - $15 000
Members of the Remuneration Committee - $12 500
Trustees of Datatec trusts - $5 000
* Applicable pro rata from the 2007 annual general meeting

PLACE UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS
Ordinary Resolution Number 10
"Resolved that the authorised but unissued ordinary shares in the Company be and are hereby placed under the control of the Board of Directors of the Company in terms of section 221 of the Companies Act, Act 61 of 1973 ("the Act") until the next annual general meeting and that the directors of the Company be and are hereby authorised and empowered to allot, issue and otherwise dispose of such unissued ordinary shares as they may deem fit, subject always to:

the Act, the articles of association of the Company and the JSE Limited ("JSE") Listings Requirements where applicable;
such directors' authority pursuant to this Ordinary Resolution Number 10 to allot, issue and otherwise dispose of unissued ordinary shares in the Company being limited to a maximum number of unissued ordinary shares equal to 10% (ten per cent) of the issued share capital, prior to any repurchase and cancellation of shares in the preceding year, of the Company from time to time."

GENERAL AUTHORITY TO ISSUE SHARES FOR CASH
Ordinary Resolution Number 11
"Resolved that in terms of the Listings Requirements, the Board of Directors of the Company be and are hereby given the general authority to issue all or any of the authorised, but unissued ordinary shares of one cent each in the share capital of the Company for cash as and when they in their discretion deem fit, subject to the Act, the articles of association and the following limitations:

that the securities which are the subject of the issue for cash must be of a class already in issue or, where this is not the case, must
be limited to such securities or rights that are convertible into a class already in issue;
that this authority shall not extend beyond 15 (fifteen) months from the date of this annual general meeting or the date of the next annual general meeting, whichever is the earlier date;
that the issue may only be made to public shareholders as defined in paragraphs 4.25 to 4.27 of the Listings Requirements of the JSE and not to related parties;
that a paid press announcement giving full details, including the impact on net tangible asset value and earnings per share, will be published at the time of any issue representing, on a cumulative basis within one financial year, 5% or more of the number of ordinary shares of that class in issue prior to the issue;
that issues in the aggregate in any one fi nancial year may not exceed 5% of the number of shares of that class of the Company's issued share capital, including instruments which are compulsorily convertible into shares of that class;
that, in determining the price at which an issue of shares shall be made in terms of this authority, the maximum discount permitted shall be 10% of the weighted average traded price on the JSE of the shares in question, as determined over the 30 business days prior to the date that the price of the issue is determined or agreed by the directors of Datatec; and
any other conditions that the JSE or the LSE may stipulate."
The approval of 75% of votes cast by shareholders present or represented by proxy at this annual general meeting is required for this ordinary resolution to become effective.

AUTHORITY TO MAKE GENERAL PAYMENT TO SECURITIES HOLDERS
Ordinary Resolution Number 12
"Resolved that as contemplated in section 90 of the Act the Board of Directors of the Company shall, subject to the provisions of the Act and the Listings Requirements, be entitled to make a pro rata payment to shareholders of the Company by way of a general payment from the Company's share capital or share premium, subject to the Act, the Listings Requirements and the following limitations:

that this authority shall not extend beyond 15 (fifteen) months from the date of this meeting or the date of the next annual general meeting, whichever is the earlier date;
that the maximum amount by which the share capital or share premium shall be reduced in terms of this authority, shall not exceed the Rand value of 20% (twenty per cent) of the Company's issued share capital at the date of this meeting, but excluding minority interests and re-valuations of assets and intangible assets that are not supported by a valuation by an independent professional expert acceptable to the JSE prepared within the last six months, in any one financial year, measured as at the beginning of such financial year; and
that any general payment be made pro rata to all shareholders.
The directors of the Company undertake that they shall not implement the proposed general payment, unless for a period of 12 (twelve) months following the date of the annual general meeting:
- the Company and the subsidiaries of the Company ("the Group") are able to repay their debts as such debts become due in the ordinary course of business;
- the consolidated assets of the Company and the Group, fairly valued according to Statements of Generally Accepted Accounting Practice and on a basis consistent with the last financial year of the Company, exceed the consolidated liabilities of the Company and the Group;
- the Company and the Group have adequate share capital and reserves for ordinary business purposes;
- the Company and the Group have suffi cient working capital for ordinary business purposes; and
- the Sponsor of the Company provides a letter to the JSE on the adequacy of working capital in terms of section 2.12 of the Listings Requirements.

The directors of the Company intend to utilise the authority in terms of this Ordinary Resolution Number 12 in order to make a general payment to the shareholders of the Company, by way of a general payment from the Company's share capital or share premium.

Although the Board has no immediate intention to use this authority to make general payments to shareholders by way of a general payment from the Company's share capital or share premium, the Board is of the opinion that this authority should be in place should it become appropriate to make such a payment.

Announcements will be published on SENS and in the press setting out the terms and date of the general payment, the financial effects of the general payment prior to such payment being effected and complying with Schedule 24 of the JSE Listings

Requirements:
In compliance with section 11.28 of the JSE Listings Requirements the following information is furnished:
- Directors' details;
- Major shareholders;
- Material changes: refer material changes statement per paragraph 14 below;
- Directors' interests in shares: in the remuneration report;
- Share capital of the Company: refer to note 5 of the annual financial statement ;
- Directors' responsibility statement: refer statement per paragraph 14 below; and
- Litigation statement: refer litigation statement per paragraph 14 below.

AUTHORITY TO SIGN ALL DOCUMENTS REQUIRED
Ordinary Resolution Number 13
"Resolved that subject to the passing of terms of the ordinary resolutions 1 to 12, any director of the Company or the Company Secretary shall be and is hereby authorised to sign all documents and perform all acts which may be required to give effect to such ordinary resolutions number 1 to 12 passed at the annual general meeting."

To consider and if deemed fit, to pass the following special resolutions:
GENERAL AUTHORITY TO REPURCHASE SHARES
Special Resolution Number 1
"Resolved that the Board of Directors of the Company be authorised by way of a general authority to facilitate the acquisition by the Company or a subsidiary of the Company of the issued ordinary shares of the Company, upon such terms and conditions and in such amounts as the directors of the Company may from time to time determine, but subject to the articles of association, the provisions of the Act and the JSE Listings Requirements, when applicable and provided that:

a paid press release giving such details as may be required in terms of the Listings Requirements of the JSE be published when the Company or its subsidiaries have cumulatively repurchased 3% (three per cent) of the initial number of the shares of the Company in issue as at the time the general authority was granted and for each 3% in aggregate of the initial number of shares acquired thereafter;
the authorisation granted above shall remain in force from the date of passing of this special resolution for a period of 15 (fifteen) months or until the next annual general meeting, whichever period is shorter;
the Company will only appoint one agent to effect any repurchase(s) on its behalf;
after such repurchase the Company will still comply with paragraphs 3.37 to 3.41 of the Listings Requirements concerning shareholder spread requirements;
the Company or its subsidiary shall not repurchase securities during a prohibited period as defi ned in paragraph 3.67 of the Listings Requirements;
the repurchase of securities will be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counterparty;
the repurchase by the Company of its own securities above may not exceed 20% (twenty per cent) of the Company's issued
ordinary share capital in the aggregate in any one fi nancial year or, in the case of acquisition by any of the Company's subsidiaries, 10% (ten per cent) of such issued ordinary share capital in the aggregate if such shares are to be held as treasury stock;
in determining the price at which the Company's ordinary shares are acquired by the Company in terms of this general authority, the maximum premium at which such ordinary shares may be acquired will be 10% (ten per cent) of the weighted average of the market price at which such ordinary shares are traded on the JSE, as determined over the 5 (five) trading days immediately preceding the date of the repurchase of such ordinary shares by the Company or a subsidiary of the Company;
the sponsor to the Company provides a letter of confi rmation on the adequacy of working capital in terms of section 2.12 of the JSE Listings Requirements prior to any repurchases being implemented on the open market of the JSE; and such repurchase shall be subject to the Act, the articles of association and the applicable provisions of the Listings Requirements.

As at the date of this report, the Company's directors undertake that they will not implement any such repurchase in the 12 (twelve) months following the date of this annual general meeting or for the period of the general authority, whichever is the longer, unless:
• the Company and the Group would, after payment for such maximum repurchase, be able to repay their debts as they become due in the ordinary course of business for the following year;
• the Company's and the Group's consolidated assets, fairly valued according to International Financial Reporting Standards and on a basis consistent with the last financial year of the Company, would, after such payment, exceed their consolidated liabilities for the following year;
• the Company's and the Group's ordinary share capital and reserves would, after such payment, be sufficient to meet their needs in the following year; and
• the Company and the Group would, after such payment, have sufficient working capital to meet their needs in the following year.

Reason for and effect of the special resolution
The reason for and the effect of the special resolution are to grant to the directors of the Company a general authority, up to and including the date of the next annual general meeting of the Company or the expiration date of the period commencing on the date of passing of the special resolution and expiring on the date 15 (fifteen) months thereafter, to approve the Company's purchase of shares in itself, or to permit a subsidiary of the Company to purchase shares in the Company. The Board is of the opinion that this authority should be in place should it become appropriate to undertake a share repurchase.

For purposes of considering the special resolution for the Company or a subsidiary of the Company to repurchase shares issued by the Company, the information below has been included in the annual report, in which this notice of annual general meeting is included, at the places indicated:
• Directors' details;
• Major shareholders;
• Directors' interests in shares: in the remuneration report; and
• Share capital of the Company: refer to note 5 of the annual financial statement.

Litigation statement
In terms of section 11.26 of the Listings Requirements of the JSE, the directors, of the annual report of which this notice forms part, are not aware of any legal or arbitration proceedings, other than such proceedings disclosed on refer to note 23 of the annual financial statement, including proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 (twelve) months, a material effect on the Group's financial position.

Directors' responsibility statement
The directors, whose names are given in the annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this special resolution contains all information required by law and the Listings Requirements.

Material changes
Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the Company and/or the Group since the date of signature of the audit report and the date of this notice.

AUTHORITY TO CHANGE ARTICLES OF ASSOCIATION
Special Resolution Number 2
"Resolved that the Company's articles of association be changed to:

increase the quorum of directors required for a Board Meeting from two to three
allow notices of meetings and written resolutions to be transmitted electronically
require notices of meetings to be given to all directors irrespective of whether they are in South Africa or not, and
require written resolutions to be signed by all directors irrespective of whether they are in South Africa or not.

And that these changes be effected by changing Article 15.1 to:

15.1 The directors may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, and may determine the quorum necessary for the transaction of business. Until otherwise determined three directors shall form a quorum. A director may at any time and the secretary upon the request of a director shall convene a meeting of the directors. The directors may determine what period of notice shall be given of meetings of directors and may determine the medium of giving such notice which may include telephone, e-mail or telefax.

And by changing Article 15.5.1 to:
15.5.1 a resolution in writing, including an electronic copy thereof transmitted through the medium of telefax or e-mail, signed by all the directors for the time being in offi ce (or their alternates) shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted provided that such a resolution in writing is signed by all the directors or their alternates in terms of this Article."

TO TRANSACT SUCH OTHER BUSINESS AS MAY BE TRANSACTED AT AN ANNUAL GENERAL MEETING

Voting and proxies
Members who have not dematerialised their shares or who have dematerialised their shares with "own name" registration are entitled to attend and vote at the annual general meeting and are entitled to appoint a proxy or proxies to attend, speak and vote in their stead. The person so appointed need not be a member. Proxy forms must be forwarded to reach the registered office of the Company or the Company's transfer secretaries, Computershare Investor Services 2004 (Proprietary) Limited, 70 Marshall Street, Johannesburg 2001, or posted to the transfer secretaries at PO Box 61051, Marshalltown 2107, South Africa so as to be received by them by no later than 10:00 on 2 August 2007. Members holding shares on the Jersey Branch register should forward the proxy form sent with this notice to Computershare Investor Services (Channel Islands) Limited in accordance with the instructions on the proxy form.

Proxy forms must only be completed by members who have dematerialised their shares with "own name" registration or who have not dematerialised their shares. On a show of hands, every member of the Company present in person or represented by proxy shall have one vote only.

On a poll, every member of the Company present in person or represented by proxy shall have one vote for every share held in the Company by such member. Members who have dematerialised their shares, other than those members who have dematerialised their shares with "own name" registration, who are unable to attend the AGM but wish to be represented thereat, should contact their Central Securities Depository Participant ("CSDP") or broker (as the case may be) in the manner and time stipulated in their agreement entered into by such member and the CSDP or broker (as the case may be) to furnish the CSDP or broker (as the case may be) with their voting instructions and in the event that such members wish to attend the meeting, to obtain the necessary authority to do so. Such members who wish to attend the AGM in person must obtain the necessary letter of representation from their CSDP or broker. Investors holding depositary interests in shares on AIM should forward the form of instruction sent to them with this notice to Computershare Investor Services PLC in accordance with the directions on the form of instruction.

By order of the Board

S P Morris

For and on behalf of
Datatec Management Services (Pty) Ltd
Company Secretary

Sandton
2007