Exercise And Acceptance Of Options By Directors In Terms Of The PSG Group Limited Supplementary SIT 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 In compliance with rules 3.63 to 3.74 of the JSE Limited Listings Requirements, the following information is disclosed: A) EXERCISE OF OPTIONS The following share options were exercised 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 OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 27 February 2015 OPTION STRIKE PRICE R22.09 (1) R39.61 (2) R47.39 (3) R61.50 (4) NUMBER OF OPTIONS EXERCISED 37 770 (1) 75 465 (2) 28 211 (3) 32 263 (4) TOTAL RAND VALUE OF OPTIONS R834 339.30 (1) R2 989 168.65 (2) R1 336 919.29 (3) R1 984 174.50 (4) STRIKE DATE OF OPTIONS 27 February 2015 (1) – (4) PERIOD OF EXERCISE Participants have a 90-day (1) – (4) period from the strike date during which options can be exercised NAME OF ASSOCIATE Jufrapi Investments (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 27 February 2015 OPTION STRIKE PRICE R22.09 (1) R39.61 (2) R47.39 (3) R61.50 (4) NUMBER OF OPTIONS EXERCISED 6 670 (1) 61 296 (2) 22 680 (3) 26 045 (4) TOTAL RAND VALUE OF OPTIONS R147 340.30 (1) R2 427 934.56 (2) R1 074 805.20 (3) R1 601 767.50 (4) STRIKE DATE OF OPTIONS 27 February 2015 (1) – (4) PERIOD OF EXERCISE Participants have a 90-day (1) – (4) 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 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 27 February 2015 OPTION STRIKE PRICE R22.09 (1) R39.61 (2) R47.39 (3) R61.50 (4) NUMBER OF OPTIONS EXERCISED 38 744 (1) 49 443 (2) 24 948 (3) 25 885 (4) TOTAL RAND VALUE OF OPTIONS R855 854.96 (1) R1 958 437.23 (2) R1 182 285.72 (3) R1 591 927.50 (4) STRIKE DATE OF OPTIONS 27 February 2015 (1) – (4) PERIOD OF EXERCISE Participants have a 90-day (1) – (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 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 27 February 2015 OPTION STRIKE PRICE R39.61 (1) R47.39 (2) R61.50 (3) NUMBER OF OPTIONS EXERCISED 50 488 (1) 51 014 (2) 42 791 (3) TOTAL RAND VALUE OF OPTIONS R1 999 829.68 (1) R2 417 553.46 (2) R2 631 646.50 (3) STRIKE DATE OF OPTIONS 27 February 2015 (1) – (3) PERIOD OF EXERCISE Participants have a 90-day (1) – (3) period from the strike date during which options can be exercised NAME OF ASSOCIATE Dana Beleggings (Pty) Ltd RELATIONSHIP WITH DIRECTOR Director is a director of the associate and a trustee 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, Non-beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 5. 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 27 February 2015 OPTION STRIKE PRICE R22.09 NUMBER OF OPTIONS EXERCISED 3 162 TOTAL RAND VALUE OF OPTIONS R69 848.58 STRIKE DATE OF OPTIONS 27 February 2015 PERIOD OF EXERCISE Participants have a 90-day period from the strike date during which options can be exercised NAME OF ASSOCIATE Waterweg 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 Indirect, Beneficial INTEREST IN THE TRANSACTION CLEARANCE OBTAINED Yes 6. 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 27 February 2015 OPTION STRIKE PRICE R47.39 (1) R61.50 (2) NUMBER OF OPTIONS EXERCISED 7 913 (1) 6 098 (2) TOTAL RAND VALUE OF OPTIONS R374 997.07 (1) R375 027.00 (2) STRIKE DATE OF OPTIONS 27 February 2015 (1) – (2) PERIOD OF EXERCISE Participants have a 90-day (1) – (2) period from the strike date during which options can be exercised NAME OF ASSOCIATE Namron Investments (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 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 27 February 2015 DATE OF ACCEPTANCE 27 February 2015 OPTION STRIKE PRICE R136.84 (PSG Group’s 30-day volume weighted average traded price at 27 February 2015) NUMBER OF OPTIONS AWARDED 74 693 TOTAL RAND VALUE OF OPTIONS R10 220 990.12 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 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 27 February 2015 DATE OF ACCEPTANCE 27 February 2015 OPTION STRIKE PRICE R136.84 (PSG Group’s 30-day volume weighted average traded price at 27 February 2015) NUMBER OF OPTIONS AWARDED 57 406 TOTAL RAND VALUE OF OPTIONS R7 855 437.04 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 27 February 2015 DATE OF ACCEPTANCE 27 February 2015 OPTION STRIKE PRICE R136.84 (PSG Group’s 30-day volume weighted average traded price at 27 February 2015) NUMBER OF OPTIONS AWARDED 58 986 TOTAL RAND VALUE OF OPTIONS R8 071 644.24 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 27 February 2015 DATE OF ACCEPTANCE 27 February 2015 OPTION STRIKE PRICE R136.84 (PSG Group’s 30-day volume weighted average traded price at 27 February 2015) NUMBER OF OPTIONS AWARDED 94 936 TOTAL RAND VALUE OF OPTIONS R12 991 042.24 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 27 February 2015 DATE OF ACCEPTANCE 27 February 2015 OPTION STRIKE PRICE R136.84 (PSG Group’s 30-day volume weighted average traded price at 27 February 2015) NUMBER OF OPTIONS AWARDED 9 866 TOTAL RAND VALUE OF OPTIONS R1 350 063.44 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 Clearance to accept these share option awards was obtained in accordance with rule 3.66 of the JSE Limited Listings Requirements. Stellenbosch 3 March 2015 Sponsor PSG Capital Date: 03/03/2015 10:45:00 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.