PSG GROUP LIMITED - Results Of The General Meeting

Results Of The General Meeting

PSG GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1970/008484/06
JSE Limited share code: PSG
ISIN code: ZAE000013017
LEI code: 378900CD0BEE79F35A34
(“PSG Group”)

PSG FINANCIAL SERVICES LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1919/000478/06
JSE Limited share code: PGFP
ISIN code: ZAE000096079
LEI code: 378900E99AFDC02B0F23
(“the Company”)

RESULTS OF THE GENERAL MEETING

Shareholders are hereby advised that at the general meeting of the Company held at 14:00
today, Thursday, 8 July 2021 (“GM”) by way of electronic participation only, all of the
resolutions to approve and give effect to the repurchase of the Company’s non-redeemable,
cumulative, non-participating, variable rate preference shares contemplated in the Company’s
circular dated Wednesday, 9 June 2021 (“Circular”), were passed by the requisite majority of
the Company’s shareholders. However, this transaction remains subject to the fulfilment of
the conditions precedent as contained in the Circular.

Unless expressly defined in this announcement, capitalised terms herein have the meaning
given to them in the Circular.

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

                                             Votes
                          Votes for         against                      Number of     Number of
                         resolution      resolution                       shares        shares
                           as a              as a                      voted at GM     abstained
                        percentage      percentage                         as a          as a
                            of total        of total                     percentage    percentage
 Resolutions             number of       number of         Number of     of relevant   of relevant
 proposed at the            shares          shares          shares        shares in     shares in
 GM                      voted at GM     voted at GM     voted at GM      issue1        issue1
 Special Resolution
 Number 1:
 Approval of the
 Scheme by PSL
 Preference
 Shareholders2              97.20%           2.80%         7,762,387       44.57%          0.06%
 Special Resolution
 Number 2:
 Approval of the
 Scheme in terms of
 sections 114 and
 115 of the
 Companies Act by
 PSL Shareholders3          99.96%           0.04%        607,018,042      98.43%          0.00%
 Special Resolution
 Number 3:
 Revocation of
 Special Resolution
 Number 23                  99.96%           0.04%        607,017,971      98.43%          0.00%
 Special Resolution
 Number 4:
 Approval for the
 payment of fees to
 the members of the
 Independent
 Board4                    100.00%           0.00%        599,256,535      100.00%         0.00%
 Ordinary
 Resolution
 Number 1:
 Implementation4           100.00%           0.00%        599,256,535      100.00%         0.00%

Notes:
1 At the date of the GM, the total number of ordinary shares in issue was 599,256,535, all
  held by PSG Group as PSL Ordinary Shareholder, and the total number of preference
  shares in issue was 17,415,770. The Company holds no shares in treasury.
2 Only PSL Preference Shareholders were entitled to vote on Special Resolution Number 1.
3 Both the PSL Ordinary Shareholder and the PSL Preference Shareholders were entitled to
  vote on Special Resolution Number 2 and Special Resolution Number 3.
4 Only the PSL Ordinary Shareholder was entitled to vote on Special Resolution Number 4
  and Ordinary Resolution Number 1.

Stellenbosch
8 July 2021

  Sponsor and Transaction          Independent Joint               Legal Advisor
         Advisor                       Sponsor

       PSG Capital                 UBS South Africa             Cliffe Dekker Hofmeyr

Date: 08-07-2021 05:50:00
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