Exercise And Acceptance Of Options By Directors In Terms Of The PSG Group Limited Supplementary Share Incentive Trus 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 AND ACCEPTANCE OF OPTIONS BY DIRECTORS IN TERMS OF THE PSG GROUP LIMITED SUPPLEMENTARY SHARE INCENTIVE TRUST AND DEALING IN SECURITIES In compliance with rules 3.63 to 3.74 of the JSE Limited Listings Requirements, the following information is disclosed: A) EXERCISE OF OPTIONS 1. NAME OF DIRECTOR PJ Mouton COMPANY OF WHICH I AM A PSG Group DIRECTOR STATUS:EXECUTIVE/NON- Executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 6 May 2014 OPTION STRIKE PRICE R15.52028 (1) R22.09 (2) R39.61 (3) R47.39 (4) NUMBER OF OPTIONS EXERCISED 35 233 (1) 37 772 (2) 75 465 (3) 28 211 (4) TOTAL RAND VALUE OF OPTIONS R546 826.03 (1) R834 383.48 (2) R2 989 168.65 (3) R1 336 919.29 (4) STRIKE DATE OF OPTIONS 20 April 2014 (1) 28 February 2014 (2) – (4) PERIOD OF EXERCISE Participants have a 30-day (1) period from the strike date during which options can be exercised Participants have a 90-day (2) – (4) period from the strike date during which options can be exercised NAME OF ASSOCIATE K2013202275 (South Africa) (Pty) Ltd RELATIONSHIP WITH DIRECTOR Director is a director of the associate and a trustee and beneficiary of the shareholder of the associate NATURE OF TRANSACTION Acquisition of shares in PSG Group through the exercise of options(Off-market transaction) NATURE AND EXTENT OF Indirect, Beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 2. NAME OF DIRECTOR WL Greeff COMPANY OF WHICH I AM A PSG Group DIRECTOR STATUS:EXECUTIVE/NON- Executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 6 May 2014 OPTION STRIKE PRICE R15.52028 NUMBER OF OPTIONS EXERCISED 33 698 TOTAL RAND VALUE OF OPTIONS R523 002.40 STRIKE DATE OF OPTIONS 20 April 2014 PERIOD OF EXERCISE Participants have a 30-day period from the strike date during which options can be exercised NAME OF ASSOCIATE Relta 15 (Pty) Ltd RELATIONSHIP WITH DIRECTOR Director is a director of the associate and a trustee and beneficiary of the shareholder of the associate NATURE OF TRANSACTION Acquisition of shares in PSG Group through the exercise of options(Off-market transaction) NATURE AND EXTENT OF Indirect, Beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 3. NAME OF DIRECTOR WL Greeff COMPANY OF WHICH I AM A PSG Group DIRECTOR STATUS:EXECUTIVE/NON- Executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 6 May 2014 OPTION STRIKE PRICE R15.52028 (1) R22.09 (2) R39.61 (3) R47.39 (4) NUMBER OF OPTIONS EXERCISED 9 352 (1) 6 672 (2) 61 296 (3) 22 680 (4) TOTAL RAND VALUE OF OPTIONS R145 145.65 (1) R147 384.48 (2) R2 427 934.56 (3) R1 074 805.20 (4) STRIKE DATE OF OPTIONS 20 April 2014 (1) 28 February 2014 (2) – (4) PERIOD OF EXERCISE Participants have a 30-day (1) period from the strike date during which options can be exercised Participants have a 90-day (2) – (4) 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 Direct, Beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 4. NAME OF DIRECTOR JA Holtzhausen COMPANY OF WHICH I AM A PSG Group DIRECTOR STATUS:EXECUTIVE/NON- Executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 6 May 2014 OPTION STRIKE PRICE R15.52028 (1) R22.09 (2) R39.61 (3) R47.39 (4) NUMBER OF OPTIONS EXERCISED 32 862 (1) 38 746 (2) 49 443 (3) 24 948 (4) TOTAL RAND VALUE OF OPTIONS R510 027.44 (1) R855 899.14 (2) R1 958 437.23 (3) R1 182 285.72 (4) STRIKE DATE OF OPTIONS 20 April 2014 (1) 28 February 2014 (2) – (4) PERIOD OF EXERCISE Participants have a 30-day (1) period from the strike date during which options can be exercised Participants have a 90-day (2) – (4) 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 Direct, Beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 5. NAME OF DIRECTOR JF Mouton COMPANY OF WHICH I AM A PSG Group DIRECTOR STATUS:EXECUTIVE/NON- Non-executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 6 May 2014 OPTION STRIKE PRICE R26.16 (1) R39.61 (2) R47.39 (3) NUMBER OF OPTIONS EXERCISED 127 880 (1) 50 488 (2) 51 014 (3) TOTAL RAND VALUE OF OPTIONS R3 345 340.80 (1) R1 999 829.68 (2) R2 417 553.46 (3) STRIKE DATE OF OPTIONS 22 April 2014 (1) 28 February 2014 (2) – (3) PERIOD OF EXERCISE Participants have a 30-day (1) period from the strike date during which options can be exercised Participants have a 90-day (2) – (3) period from the strike date during which options can be exercised NAME OF ASSOCIATE JF Mouton Liefdadigheidstrust RELATIONSHIP WITH DIRECTOR Director is the founder and a trustee of the associate NATURE OF TRANSACTION Taken delivery of shares by an associate of the director pursuant to the assignment of rights and obligations NATURE AND EXTENT OF Indirect, Non-beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 6. NAME OF DIRECTOR B van der Linde MAJOR SUBSIDIARY OF WHICH I Curro Holdings Limited AM A DIRECTOR STATUS:EXECUTIVE/NON- Executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 6 May 2014 OPTION STRIKE PRICE R15.52028 (1) R22.09 (2) NUMBER OF OPTIONS EXERCISED 14 413 (1) 3 163 (2) TOTAL RAND VALUE OF OPTIONS R223 693.80 (1) R69 870.67 (2) STRIKE DATE OF OPTIONS 20 April 2014 (1) 28 February 2014 (2) PERIOD OF EXERCISE Participants have a 30-day (1) period from the strike date during which options can be exercised Participants have a 90-day (2) 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 Direct, Beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 7. NAME OF DIRECTOR N Celliers MAJOR SUBSIDIARY OF WHICH I Zeder Investments Limited AM A DIRECTOR STATUS:EXECUTIVE/NON- Executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 6 May 2014 OPTION STRIKE PRICE R47.39 NUMBER OF OPTIONS EXERCISED 7 913 TOTAL RAND VALUE OF OPTIONS R374 997.07 STRIKE DATE OF OPTIONS 28 February 2014 PERIOD OF EXERCISE Participants have a 90-day period from the strike date during which options can be exercised NAME OF ASSOCIATE Norman Celliers Trust RELATIONSHIP WITH DIRECTOR Director is a trustee of the associate NATURE OF TRANSACTION Acquisition of shares in PSG Group through the exercise of options(Off-market transaction) NATURE AND EXTENT OF Indirect, Non-beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes Clearance to deal in these shares was obtained in accordance with rule 3.66 of the JSE Limited Listings Requirements. B) ACCEPTANCE OF OPTIONS The following share option awards were accepted in terms of the PSG Group Limited Supplementary Share Incentive Trust: 1. NAME OF DIRECTOR PJ Mouton COMPANY OF WHICH I AM A PSG Group DIRECTOR STATUS:EXECUTIVE/NON- Executive EXECUTIVE TYPE AND CLASS OF SECURITIES Share options to acquire ordinary shares DATE OF AWARD 28 February 2014 DATE OF ACCEPTANCE 6 May 2014 OPTION STRIKE PRICE R83.23 (PSG Group’s 30-day volume weighted average traded price at 28 February 2014) NUMBER OF OPTIONS AWARDED 661 884 TOTAL RAND VALUE OF OPTIONS R55 088 605.32 STRIKE DATE OF OPTIONS Exercisable in tranches of 25% each on the 2nd, 3rd, 4th and 5th anniversary of the award NATURE OF TRANSACTION Award of options to acquire ordinary shares in terms of a share incentive scheme NATURE AND EXTENT OF Direct, Beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 2. NAME OF DIRECTOR WL Greeff COMPANY OF WHICH I AM A PSG Group DIRECTOR STATUS:EXECUTIVE/NON- Executive EXECUTIVE TYPE AND CLASS OF SECURITIES Share options to acquire ordinary shares DATE OF AWARD 28 February 2014 DATE OF ACCEPTANCE 6 May 2014 OPTION STRIKE PRICE R83.23 (PSG Group’s 30-day volume weighted average traded price at 28 February 2014) NUMBER OF OPTIONS AWARDED 601 428 TOTAL RAND VALUE OF OPTIONS R50 056 852.44 STRIKE DATE OF OPTIONS Exercisable in tranches of 25% each on the 2nd, 3rd, 4th and 5th anniversary of the award NATURE OF TRANSACTION Award of options to acquire ordinary shares in terms of a share incentive scheme NATURE AND EXTENT OF Direct, Beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 3. NAME OF DIRECTOR JA Holtzhausen COMPANY OF WHICH I AM A PSG Group DIRECTOR STATUS:EXECUTIVE/NON- Executive EXECUTIVE TYPE AND CLASS OF SECURITIES Share options to acquire ordinary shares DATE OF AWARD 28 February 2014 DATE OF ACCEPTANCE 6 May 2014 OPTION STRIKE PRICE R83.23 (PSG Group’s 30-day volume weighted average traded price at 28 February 2014) NUMBER OF OPTIONS AWARDED 602 244 TOTAL RAND VALUE OF OPTIONS R50 124 768.12 STRIKE DATE OF OPTIONS Exercisable in tranches of 25% each on the 2nd, 3rd, 4th and 5th anniversary of the award NATURE OF TRANSACTION Award of options to acquire ordinary shares in terms of a share incentive scheme NATURE AND EXTENT OF Direct, Beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 4. NAME OF DIRECTOR JF Mouton COMPANY OF WHICH I AM A PSG Group DIRECTOR STATUS:EXECUTIVE/NON- Non-executive EXECUTIVE TYPE AND CLASS OF SECURITIES Share options to acquire ordinary shares DATE OF AWARD 28 February 2014 DATE OF ACCEPTANCE 6 May 2014 OPTION STRIKE PRICE R83.23 (PSG Group’s 30-day volume weighted average traded price at 28 February 2014) NUMBER OF OPTIONS AWARDED 643 824 TOTAL RAND VALUE OF OPTIONS R53 585 471.52 STRIKE DATE OF OPTIONS Exercisable in tranches of 25% each on the 2nd, 3rd, 4th and 5th anniversary of the award NATURE OF TRANSACTION Award of options to acquire ordinary shares in terms of a share incentive scheme NATURE AND EXTENT OF Direct, Beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 5. NAME OF DIRECTOR N Celliers MAJOR SUBSIDIARY OF WHICH I Zeder Investments Limited AM A DIRECTOR STATUS:EXECUTIVE/NON- Executive EXECUTIVE TYPE AND CLASS OF SECURITIES Share options to acquire ordinary shares DATE OF AWARD 28 February 2014 DATE OF ACCEPTANCE 6 May 2014 OPTION STRIKE PRICE R83.23 (PSG Group’s 30-day volume weighted average traded price at 28 February 2014) NUMBER OF OPTIONS AWARDED 8 110 TOTAL RAND VALUE OF OPTIONS R674 995.30 STRIKE DATE OF OPTIONS Exercisable in tranches of 25% each on the 2nd, 3rd, 4th and 5th anniversary of the award NATURE OF TRANSACTION Award of options to acquire ordinary shares in terms of a share incentive scheme NATURE AND EXTENT OF Direct, Beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes Clearance to accept these share option awards was obtained in accordance with rule 3.66 of the JSE Limited Listings Requirements. C) DEALING IN SECURITIES 1. NAME OF DIRECTOR WL Greeff COMPANY OF WHICH I AM A PSG Group DIRECTOR STATUS:EXECUTIVE/NON- Executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 6 May 2014 CENTS PER SHARE 10 798 NUMBER OF SECURITIES 100 000 TRANSACTED TOTAL RAND VALUE OF R10 798 000.00 SECURITIES NATURE OF TRANSACTION Disposal of shares in PSG Group to settle share incentive scheme obligations(Off-market transaction) NATURE AND EXTENT OF Direct, Beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 2. NAME OF DIRECTOR JA Holtzhausen COMPANY OF WHICH I AM A PSG Group DIRECTOR STATUS:EXECUTIVE/NON- Executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 6 May 2014 CENTS PER SHARE 10 798 NUMBER OF SECURITIES 100 000 TRANSACTED TOTAL RAND VALUE OF R10 798 000.00 SECURITIES NATURE OF TRANSACTION Disposal of shares in PSG Group to settle share incentive scheme obligations(Off-market transaction) NATURE AND EXTENT OF Direct, Beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 3. NAME OF DIRECTOR JF Mouton COMPANY OF WHICH I AM A PSG Group DIRECTOR STATUS:EXECUTIVE/NON- Non-executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 6 May 2014 CENTS PER SHARE 10 798 NUMBER OF SECURITIES 200 000 TRANSACTED TOTAL RAND VALUE OF R21 596 000.00 SECURITIES NAME OF ASSOCIATE Dana Beleggings (Pty) Ltd RELATIONSHIP WITH DIRECTOR Director is a director of the associate NATURE OF TRANSACTION Acquisition of shares in PSG Group (Off-market transaction) NATURE AND EXTENT OF Indirect, Non-beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes Clearance to deal in these shares was obtained in accordance with rule 3.66 of the JSE Limited Listings Requirements. Stellenbosch 6 May 2014 Sponsor PSG Capital Date: 06/05/2014 05:42:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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