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, Friday, 26 July 2019 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 Number of resolution resolution Number of shares as a as a shares abstained percentage percentage voted as a as a of total of total percentage percentage number of number of Number of of the of the shares shares shares votes votes Resolutions voted voted voted exercisable exercisable Ordinary resolution number 1: To re-elect Mr ZL Combi as director 96.19% 3.81% 161 976 442 74.21% 1.43% Ordinary resolution number 2: To re-elect Mr FJ Gouws as director 95.75% 4.25% 164 805 234 75.51% 0.13% Ordinary resolution number 3: To confirm the appointment of Ms AM Hlobo as director 99.99% 0.01% 164 811 234 75.51% 0.13% Ordinary resolution number 4: To re-appoint Mr PE Burton as a member of the audit and risk committee 80.64% 19.36% 164 814 817 75.51% 0.13% Ordinary resolution number 5: To appoint Ms AM Hlobo as a member of the audit and risk committee 99.99% 0.01% 164 813 817 75.51% 0.13% Ordinary resolution number 6: To re-appoint Ms B Mathews as a member of the audit and risk committee 99.99% 0.01% 164 813 817 75.51% 0.13% Ordinary resolution number 7: To re-appoint Mr CA Otto as a member of the audit and risk committee 66.77% 33.23% 164 814 817 75.51% 0.13% Ordinary resolution number 8: To re-appoint Pricewater- houseCoopers Inc. as auditor 81.47% 18.53% 164 811 317 75.51% 0.13% Ordinary resolution number 9: Non-binding endorsement of PSG Group’s remuneration policy 80.55% 19.45% 164 797 828 75.51% 0.13% Ordinary resolution number 10: Non-binding endorsement of PSG Group’s implementation report on the remuneration policy 82.25% 17.75% 164 782 964 75.50% 0.14% Ordinary resolution number 11: General authority to issue ordinary shares for cash 97.45% 2.55% 164 813 147 75.51% 0.13% Special resolution number 1: Remuneration of non- executive directors 97.60% 2.40% 164 795 950 75.51% 0.13% Special resolution number 2: Inter-company financial assistance 98.55% 1.45% 164 810 424 75.51% 0.13% Special resolution number 3: Financial assistance for the subscription and/or purchase of shares in the Company or a related or inter-related company 80.79% 19.21% 164 813 274 75.51% 0.13% Special resolution number 4: Share repurchases by PSG Group and its subsidiaries 95.51% 4.49% 164 809 393 75.51% 0.13% Note: The total number of shares in issue (net of treasury shares) as at the date of the AGM was 218 254 484. 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 22 July 2019, the SOTP value per PSG Group share was R298.03. 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 AGM 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 26 July 2019 Sponsor PSG Capital Date: 26/07/2019 04:05:00 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.