Internalisation of management agreement and cautionary announcement Zeder Investments Limited (Incorporated in the Republic of South Africa) Registration number: 2006/019240/06 Share code: ZED ISIN code: ZAE000088431 (“Zeder”) PSG Group Limited (Incorporated in the Republic of South Africa) Registration number 1970/008484/06 Share code: PSG ISIN code: ZAE000013017 (“PSG”) INTERNALISATION OF MANAGEMENT AGREEMENT AND CAUTIONARY ANNOUNCEMENT 1. Shareholders are advised that Zeder and PSG, through its wholly- owned subsidiary PSG Corporate Services Proprietary Limited (“PSGCS”), have agreed that the existing management agreement and function in terms of which PSGCS provides investment, management, financial and other services to Zeder and its subsidiaries, be internalised by Zeder against the issue of 207 661 758 new Zeder ordinary shares to PSGCS at Zeder’s 30 day volume weighted average share price up to the effective date (“Internalisation”). 2. The Internalisation will result in a significant improvement in Zeder’s future profitability and cash flows, and potentially its market rating following the associated management fee cost savings. PSG will remain a significant shareholder in Zeder and the existing PSG representatives will continue to serve on both the Zeder Executive Committee and Zeder Board to help determine strategy and make investment decisions for at least the next 5 years at a nominal fee of R5 million per annum. 3. Should the Internalisation be implemented, PSG’s shareholding in Zeder will increase from approximately 34.5% to approximately 42.4% of Zeder’s total issued ordinary share capital. 4. The Internalisation is subject to various conditions precedent, including Zeder shareholder approval and the waiver by Zeder shareholders of a mandatory offer to them by PSG as a result of this transaction. Indications are that the major shareholders support the Internalisation as set out above. 5. A circular will be dispatched to Zeder shareholders in due course to provide them with detailed information regarding the Internalisation and to convene a general meeting, at which shareholders other than PSG will have the opportunity to consider and vote on the Internalisation. 6. An independent board has been constituted by Zeder to consider the Internalisation and to advise shareholders of their opinion in relation to the Internalisation. The independent board has, in turn, appointed an independent expert to provide it with external advice and to prepare a report, indicating whether the Internalisation would be fair and reasonable to Zeder shareholders. A copy of this report will be included in the circular to Zeder shareholders. 7. Zeder shareholders are advised to exercise caution when dealing in Zeder’s securities until full details regarding the Internalisation have been made public. Stellenbosch 24 June 2016 PSG Capital: Transaction adviser and sponsor to Zeder and PSG Date: 24/06/2016 07:05:00 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.