PSG KONSULT LIMITED - Results of the Annual General Meeting and Change to the Board

Results of the Annual General Meeting and Change to the Board

PSG KONSULT LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1993/003941/06
JSE Share Code: KST
NSX Share Code: KFS
SEM Share Code: PSGK.N0000
ISIN: ZAE000191417
LEI: 378900ECF3D86FD28194
(“PSG Konsult” or “the Company”)

RESULTS OF THE ANNUAL GENERAL MEETING AND CHANGE TO THE BOARD

Shareholders are hereby advised that at the annual general meeting of the Company held at
12:00 p.m. today, Monday, 11 July 2022 via electronic communication (“AGM”), all of the
resolutions were passed by the requisite majorities of the Company’s shareholders.

Details of the results of the voting at the AGM are as follows:


                                    Votes
                     Votes for      against
                     resolution     resolution
                     as a           as a                           Number of      Number of
                     percentage     percentage                     shares         shares
                     of total       of total                       voted at       abstained
                     number of      number of                      AGM as a       as a
 Resolutions         shares         shares         Number of       percentage     percentage
 proposed at the     voted at       voted at       shares voted    of shares in   of shares in
 AGM                 AGM            AGM            at AGM          issue*         issue*
 
Ordinary            100.00%        0.00%          1 184 975 593    89.67%         0.00%
resolution
number 1:
To re-elect Mr ZL
Combi as a
director
 
Ordinary           99.36%          0.64%          1 184 975 593    89.67%         0.00%
resolution
number 2:
To re-elect Mr W
Theron as a
director
 
Ordinary            94.78%         5.22%         1 184 975 593    89.67%         0.00%
resolution
number 3:
To re-appoint Mr
PE Burton as a
member of the
audit committee

Ordinary            94.35%         5.65%         1 184 975 588    89.67%         0.00%
resolution
number 4:
To re-appoint Mr
ZL Combi as a
member of the
audit committee

Ordinary            99.99%         0.01%        1 184 975 593    89.67%          0.00%
resolution
number 5:
To re-appoint Ms
ZRP Matsau as a
member of the
audit committee

Ordinary            99.99%         0.01%       1 184 975 593     89.67%          0.00%
resolution
number 6:
To appoint Mr AH
Sangqu as a
member of the
audit committee

Ordinary           100.00%         0.00%       1 184 975 593     89.67%          0.00%
resolution
number 7:
To appoint Ms TC
Esau-Isaacs as a
member of the
audit committee

Ordinary           99.80%          0.20%       1 184 975 593      89.67%         0.00%
resolution
number 8:
To re-appoint the
auditor, Deloitte &
Touche

Ordinary           99.76%          0.24%       1 184 975 593      89.67%         0.00%
resolution
number 9:
General authority
to issue ordinary
shares for cash

Ordinary           93.92%          6.08%       1 184 975 593      89.67%         0.00%
resolution
number 10:
Non-binding
advisory vote on
PSG Konsult’s
remuneration
policy

Ordinary           93.92%          6.08%       1 184 975 593      89.67%         0.00%
resolution
number 11:
Non-binding
advisory vote on
PSG Konsult’s
implementation
report on the
remuneration
policy

Special resolution   99.79%        0.21%       1 184 975 593      89.67%         0.00%
number 1:
Remuneration of
non-executive
directors
 
Special resolution   100.00%       0.00%       1 184 975 593      89.67%         0.00%
number 2:
Inter-company
financial
assistance in
terms of section
45 of the
Companies Act
 
Special resolution   99.35%       0.65%        1 184 975 593      89.67%         0.00%
number 3:
Financial
assistance for the
acquisition of
shares in the
Company or in a
related or inter-
related company
in terms of
section 44 of the
Companies Act
 
Special resolution   99.69%       0.31%       1 184 975 593       89.67%         0.00%
number 4:
Share
repurchases by
PSG Konsult and
its subsidiaries

Note:
*Total number of shares in issue as at the date of the AGM was 1 321 485 043 of which
13 468 307 were treasury shares, and taking into account shares repurchased in the market
and that are in the process of being delisted.

CHANGE TO THE BOARD

Shareholders are advised that the board of directors has today resolved to appoint Mr Andile
Hesperus Sangqu, an independent non-executive director of the Company, to replace Mr
Jacob de Vos du Toit (“Jaap”) as lead independent director, with immediate effect. Jaap retired
by rotation at the AGM and did not make himself available for re-election to the board. The
board would again like to thank Jaap for his valuable contribution to the Company and wishes
him well in his future endeavours.

Tyger Valley
11 July 2022

JSE Sponsor: PSG Capital Proprietary Limited
Independent Joint JSE Sponsor: Tamela Holdings Proprietary Limited
NSX Sponsor: PSG Wealth Management (Namibia) Proprietary Ltd, member of the Namibian
Stock Exchange
SEM authorised representative and SEM Sponsor: Perigeum Capital Ltd

This notice is issued pursuant to the JSE Listings Requirements, SEM Listing Rule 15.24 and
the Mauritian Securities Act 2005. The board of directors of PSG Konsult accepts full
responsibility for the accuracy of the information contained in this communiqué.

Date: 11-07-2022 05:00:00
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