Results Of The Annual General Meeting Of PSG Group
PSG GROUP LIMITED
Incorporated in the Republic of South Africa
Registration number: 1970/008484/06
JSE Limited (“JSE”) share code: PSG
ISIN code: ZAE000013017
(“PSG Group” or “the Company”)
PSG FINANCIAL SERVICES LIMITED
Incorporated in the Republic of South Africa
Registration number: 1919/000478/06
JSE share code: PGFP
ISIN code: ZAE000096079
RESULTS OF THE ANNUAL GENERAL MEETING (“AGM”) OF PSG GROUP
1. RESULTS OF THE AGM
Shareholders are hereby advised that at the AGM of the Company held at 11:00 today,
22 June 2018 at Spier Wine Estate, Baden Powell Drive, Stellenbosch, all of the
resolutions were passed by the requisite majority of the Company’s shareholders.
Details of the results of the voting at the AGM are as follows:
Votes
Votes for against
resolution resolution Number of
as a as a Number of shares
percentage percentage shares abstained
of total of total voted as a as a
number of number of Number of percentage percentage
shares shares shares of the votes of the votes
Resolutions voted voted voted exercisable exercisable
Ordinary resolution
number 1:
To re-elect Ms B
Mathews as
director 100.00% - 153 189 733 70.42% 0.24%
Ordinary resolution
number 2:
To re-elect Mr JJ
Mouton as director 83.28% 16.72% 153 262 492 70.45% 0.21%
Ordinary resolution
number 3:
To re-elect Mr CA
Otto as director 70.33% 29.67% 153 268 902 70.46% 0.21%
Ordinary resolution
number 4:
To re-appoint Mr
PE Burton as a
member of the
audit and risk
committee 85.85% 14.15% 153 189 733 70.42% 0.24%
Ordinary resolution
number 5:
To re-appoint Ms B
Mathews as a
member of the
audit and risk
committee 100.00% - 153 189 733 70.42% 0.24%
Ordinary resolution
number 6:
To re-appoint Mr
CA Otto as a
member of the
audit and risk
committee 71.57% 28.43% 153 268 902 70.46% 0.21%
Ordinary resolution
number 7:
To re-appoint
PricewaterhouseCo
opers Inc. as the
auditor 84.74% 15.26% 153 640 640 70.63% 0.04%
Ordinary resolution
number 8:
Non-binding
endorsement of
PSG Group’s
remuneration policy 83.11% 16.89% 153 630 195 70.62% 0.04%
Ordinary resolution
number 9:
Non-binding
endorsement of
PSG Group’s
implementation
report on the
remuneration policy 68.23% 31.77% 153 630 895 70.62% 0.04%
Ordinary resolution
number 10:
Amendment of the
PSG Group Ltd
Supplementary
Share Incentive
Trust 84.19% 15.81% 151 215 979 70.23% 0.22%
Ordinary resolution
number 11:
General authority to
issue ordinary
shares for cash 96.00% 4.00% 153 639 840 70.63% 0.04%
Special resolution
number 1:
Remuneration of
non-executive
directors 99.96% 0.04% 153 265 695 70.45% 0.21%
Special resolution
number 2:
Inter-company
financial assistance 98.52% 1.48% 153 639 379 70.63% 0.04%
Special resolution
number 3:
Financial
assistance for
acquisition of
shares in a related
or inter-related
company 97.07% 2.93% 153 639 699 70.63% 0.04%
Special resolution
number 4:
Share buy-back by
PSG Group and its
subsidiaries 96.76% 3.24% 153 433 699 70.53% 0.13%
Since ordinary resolution number 9, relating to the non-binding advisory vote on the
implementation report on the remuneration policy, were voted against by 25% or more
of the votes exercised by the Company’s shareholders present in person or represented
by proxy at the AGM, the Company will engage with the dissenting shareholders in due
course.
2. UPDATED SUM-OF-THE-PARTS (“SOTP”) VALUE PER SHARE
PSG Group, an investment holding company, continues to use the SOTP value to
provide management and investors with a realistic and transparent way of valuing PSG
Group. The calculation of the SOTP value is simple and requires limited subjectivity as
more than 90% of the value is calculated using JSE-listed share prices, while other
investments are included at market-related valuations.
As previously communicated, in order to provide investors with an up to date indicative
SOTP value, PSG Group’s website (www.psggroup.co.za) contains an online tool
whereby PSG Group’s SOTP value is calculated based on approximately 15-minute
delayed JSE-listed share prices for its listed investments, while all other information is
updated as and when required. PSG Group management consequently would like to
advise that such other information has been updated and that as at the close of
business on 13 June 2018, the SOTP value per PSG Group share was R251.71.
The information provided is for general information purposes only and does not
constitute an offer to sell any securities or constitute investment advice relating to
securities or a representation that the security is a suitable or appropriate investment
for any person or warrants any share price value in any form. Investors are advised to
give independent consideration to and conduct independent investigation with regards
to this information and the value of PSG Group shares, and to obtain investment advice
from their independent financial advisors.
The investor presentation made at the annual general meeting is available on PSG Group’s
website (www.psggroup.co.za).
The information contained in this announcement has not been reviewed or reported on by
the auditor of PSG Group.
Stellenbosch
22 June 2018
Sponsor
PSG Capital
Date: 22/06/2018 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.