Specific Repurchases Finalisation Announcement PSG Group Limited Incorporated in the Republic of South Africa Registration number: 1970/008484/06 Share code: PSG ISIN code: ZAE000013017 (“PSG”) SPECIFIC REPURCHASES FINALISATION ANNOUNCEMENT Shareholders of PSG (“Shareholders”) are referred to the circular to Shareholders dated 15 October 2014 (“Circular”) setting out the particulars of the proposed specific repurchases in terms of which PSG will repurchase 9 902 349 ordinary shares (representing 4.5% of the issued shares of PSG) from Thembeka Fin Holdings Proprietary Limited (a wholly owned subsidiary of Thembeka Capital (RF) Limited (“Thembeka”)) at R97.56 per share (“Thembeka Specific Repurchase”) and 1 785 850 ordinary shares (representing 0.8% of the issued shares of PSG) from the Stellenbosch BEE Education Trust (“SBET”) and Clusten 52 Proprietary Limited (a wholly owned subsidiary of SBET) at R97.56 per share (“SBET Specific Repurchase”) (collectively the “Specific Repurchases”). Shareholders are further referred to the SENS announcement released on 13 November 2014, advising that all resolutions required for the approval and the implementation of the Specific Repurchases had been approved by Shareholders. Shareholders are referred to the conditions precedent to the Specific Repurchases, as detailed in the Circular, and are advised that all conditions precedent have now been fulfilled and that the Specific Repurchases have accordingly become unconditional. The Thembeka Specific Repurchase will be implemented on or about Friday, 9 January 2015 and the SBET Specific Repurchase will be implemented on or about Wednesday, 14 January 2015. Shareholders are referred to the important dates and times section of the Circular, which sets out the remaining important dates and times relating to the Specific Repurchases. SCHEME NOTICE TO THEMBEKA SHAREHOLDERS Thembeka shareholders are referred to a detailed announcement issued to Thembeka shareholders today, 28 November 2014, which sets out full details relating to the scheme of arrangement proposed between Thembeka and its shareholders (in terms of which PSG will acquire all the shares in Thembeka, not already held by PSG and its subsidiaries) that are applicable to Thembeka shareholders (“Thembeka Announcement”). The Thembeka Announcement is available on Thembeka’s website at www.thembekacapital.com from today, 28 November 2014. Stellenbosch 28 November 2014 Sponsor and transaction adviser: PSG Capital Proprietary Limited Date: 28/11/2014 02:15:00 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.