PSG GROUP LIMITED - Exercise of options by directors in terms of the PSG Group Limited Supplementary Share Incentive Trust

Exercise of options by directors in terms of the PSG Group Limited Supplementary Share Incentive Trust

PSG Group Limited
Incorporated in the Republic of South Africa
Registration number: 1970/008484/06
JSE share code: PSG
ISIN number: ZAE000013017
(“PSG Group” or “the company”)

EXERCISE OF OPTIONS BY DIRECTORS      IN    TERMS   OF   THE   PSG   GROUP   LIMITED
SUPPLEMENTARY SHARE INCENTIVE TRUST

In compliance with rules 3.63 to 3.74 of the JSE                Limited      Listings
Requirements, the following information is disclosed:

1.
  NAME OF DIRECTOR                    PJ Mouton
  COMPANY OF WHICH I AM A DIRECTOR    PSG Group
  STATUS:EXECUTIVE/NON-EXECUTIVE      Executive
  TYPE OF SECURITIES                  Shares
  CLASS OF SECURITIES                 Ordinary
  DATE OF TRANSACTION                 2 May 2013
  OPTION STRIKE PRICE                 R15.52028
  NUMBER OF OPTIONS EXERCISED         35 234
  TOTAL RAND VALUE OF OPTIONS         R546 841.55
  STRIKE DATE OF OPTIONS              20 April 2013
  PERIOD OF EXERCISE                  Participants have a 30 day
                                      period from the strike date
                                      during which options can be
                                      exercised
 NAME OF ASSOCIATE                    Piet Mouton Trust
 RELATIONSHIP WITH DIRECTOR           Director is a trustee and
                                      beneficiary of the associate
 NATURE OF TRANSACTION                Acquisition of shares in PSG
                                      Group through the exercise of
                                      options(Off-market transaction)
 NATURE AND EXTENT OF INTEREST IN     Indirect, Beneficial
 THE TRANSACTION
 CLEARANCE OBTAINED                   Yes

2.
  NAME OF DIRECTOR                    WL Greeff
  COMPANY OF WHICH I AM A DIRECTOR    PSG Group
  STATUS:EXECUTIVE/NON-EXECUTIVE      Executive
  TYPE OF SECURITIES                  Shares
  CLASS OF SECURITIES                 Ordinary
  DATE OF TRANSACTION                 2 May 2013
  OPTION STRIKE PRICE                 R15.52028
  NUMBER OF OPTIONS EXERCISED         43 049
  TOTAL RAND VALUE OF OPTIONS         R668 132.53
  STRIKE DATE OF OPTIONS              20 April 2013
  PERIOD OF EXERCISE                  Participants have a 30 day
                                      period from the strike date
                                      during which options can be
                                      exercised
 NAME OF ASSOCIATE                    Wynand Greeff Trust
 RELATIONSHIP WITH DIRECTOR          Director is a trustee and
                                     beneficiary of the associate
 NATURE OF TRANSACTION               Acquisition of shares in PSG
                                     Group through the exercise of
                                     options(Off-market transaction)
 NATURE AND EXTENT OF INTEREST IN    Indirect, Beneficial
 THE TRANSACTION
 CLEARANCE OBTAINED                  Yes

3.
  NAME OF DIRECTOR                   JA Holtzhausen
  COMPANY OF WHICH I AM A DIRECTOR   PSG Group
  STATUS:EXECUTIVE/NON-EXECUTIVE     Executive
  TYPE OF SECURITIES                 Shares
  CLASS OF SECURITIES                Ordinary
  DATE OF TRANSACTION                2 May 2013
  OPTION STRIKE PRICE                R15.52028
  NUMBER OF OPTIONS EXERCISED        32 864
  TOTAL RAND VALUE OF OPTIONS        R510 058.48
  STRIKE DATE OF OPTIONS             20 April 2013
  PERIOD OF EXERCISE                 Participants have a 30 day
                                     period from the strike date
                                     during which options can be
                                     exercised
 NATURE OF TRANSACTION               Acquisition of shares in PSG
                                     Group through the exercise of
                                     options(Off-market transaction)
 NATURE AND EXTENT OF INTEREST IN    Direct, Beneficial
 THE TRANSACTION
 CLEARANCE OBTAINED                  Yes

4.
  NAME OF DIRECTOR                   JF Mouton
  COMPANY OF WHICH I AM A DIRECTOR   PSG Group
  STATUS:EXECUTIVE/NON-EXECUTIVE     Non-Executive
  TYPE OF SECURITIES                 Shares
  CLASS OF SECURITIES                Ordinary
  DATE OF TRANSACTION                2 May 2013
  OPTION STRIKE PRICE                R26.16
  NUMBER OF OPTIONS EXERCISED        127 880
  TOTAL RAND VALUE OF OPTIONS        R3 345 340.80
  STRIKE DATE OF OPTIONS             22 April 2013
  PERIOD OF EXERCISE                 Participants have a 30 day
                                     period from the strike date
                                     during which options can be
                                     exercised
 NAME OF ASSOCIATE                   Dana Beleggings (Pty) Limited
 RELATIONSHIP WITH DIRECTOR          An associate of the director,
                                     the JF Mouton Familie Trust, of
                                     which    the  director   is   a
                                     trustee, is the shareholder of
                                     Dana Beleggings (Pty) Limited
 NATURE OF TRANSACTION               Acquisition of shares in PSG
                                     Group through the exercise of
                                      options(Off-market transaction)
 NATURE AND EXTENT OF INTEREST IN     Indirect, Non-Beneficial
 THE TRANSACTION
 CLEARANCE OBTAINED                   Yes

5.
  NAME OF DIRECTOR                    B van der Linde
  MAJOR SUBSIDIARY COMPANY OF WHICH
  I AM A DIRECTOR                     Curro Holdings Limited
  STATUS:EXECUTIVE/NON-EXECUTIVE      Executive
  TYPE OF SECURITIES                  Shares
  CLASS OF SECURITIES                 Ordinary
  DATE OF TRANSACTION                 2 May 2013
  OPTION STRIKE PRICE                 R15.52028
  NUMBER OF OPTIONS EXERCISED         14 414
  TOTAL RAND VALUE OF OPTIONS         R223 709.32
  STRIKE DATE OF OPTIONS              20 April 2013
  PERIOD OF EXERCISE                  Participants have a 30 day
                                      period from the strike date
                                      during which options can be
                                      exercised
 NATURE OF TRANSACTION                Acquisition of shares in PSG
                                      Group through the exercise of
                                      options(Off-market transaction)
 NATURE AND EXTENT OF INTEREST IN     Direct, Beneficial
 THE TRANSACTION
 CLEARANCE OBTAINED                   Yes

Clearance to deal in these shares was obtained in accordance with rule
3.66 of the JSE Listings Requirements.

Stellenbosch
2 May 2013

Sponsor
PSG Capital

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