Internalisation of Management Agreement: Results of the General Meeting of Shareholders Zeder Investments Limited (Incorporated in the Republic of South Africa) Registration number: 2006/019240/06 Share code: ZED ISIN code: ZAE000088431 (“Zeder”) INTERNALISATION OF MANAGEMENT AGREEMENT: RESULTS OF THE GENERAL MEETING OF SHAREHOLDERS (“GENERAL MEETING”) 1. INTRODUCTION Shareholders are referred to the SENS announcements released by Zeder on 24 June 2016 and 28 July 2016, regarding the proposed internalisation of the existing management agreement between Zeder and a wholly- owned subsidiary of PSG Group Limited (“PSG”) (“Internalisation”). Detailed information regarding the proposed Internalisation appears in the circular to Zeder shareholders dated 28 July 2016(“Circular”). 2. RESULTS OF THE GENERAL MEETING Shareholders are advised that at the General Meeting of Zeder held today, 29 August 2016, in order to consider and approve the Internalisation, all of the resolutions set out in the notice of General Meeting were passed by the requisite majorities of Zeder shareholders, as set out below: Votes for as a Votes against Number of Number of Number of percentage of as a percentage shares voted at shares voted as shares total number of of total number the General a percentage of abstained as a shares voted of shares voted Meeting votes percentage of (%) (%) exercisable (%) votes exercisable (%) Ordinary 99.66 0.34 499 015 355 50.04 0.11 Resolution Number 1: Approval of the Acquisition Ordinary 99.40 0.60 499 015 355 50.04 0.11 Resolution Number 2: Waiver of Mandatory Offer Ordinary 82.46 17.54 1 024 733 653 67.29 0.07 Resolution Number 3: Adoption of Share Incentive Scheme Special 82.37 17.63 1 025 824 966 67.36 0.00 Resolution Number 1: Issue of Shares or granting of options to Directors and prescribed officers Special 99.73 0.27 1 025 824 966 67.36 0.00 Resolution Number 2: Approval of Share Issue Notes: - Any terms appearing in title case in the table above and that are not defined in this announcement, shall bear the meanings assigned to them in the Circular and notice of General Meeting. - PSG group companies and their associates were not entitled to vote in respect of Ordinary Resolutions Numbers 1 and 2 and were not taken into account for purposes of determining the quorum for Ordinary Resolution Number 2. - Had PSG group companies not voted on Special Resolution Number 2, the votes for as a percentage of total number of shares voted would have been 99.44%. Shareholders are advised that, in light of the approval of Ordinary Resolution Number 2 above, the Takeover Regulation Panel (“TRP”) has, in terms of section 119(6) of the Companies Act, No. 71 of 2008 (“the Act”), waived the need for PSG to make a mandatory offer to the remaining Zeder shareholders under section 123 of the Act. Shareholders are advised that they may request the Takeover Special Committee to review the TRP’s above ruling within 5 business days of this announcement being released on SENS. 3. ANTICIPATED TIMING OF INTERNALISATION It is anticipated that the final outstanding conditions precedent to the Internalisation will be fulfilled during the course of September 2016, following which the Internalisation will be implemented on the basis detailed in the Circular. Zeder will keep shareholders apprised of further developments. 29 August 2016 Stellenbosch Transaction advisor and Sponsor PSG Capital Proprietary Limited Date: 29/08/2016 05:01:00 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.