Dealing In Securities By The PSG Group Limited SIT And The Exercise And Acceptance Of Options PSG Group Limited Incorporated in the Republic of South Africa Registration number: 1970/008484/06 JSE Limited (“JSE”) share code: PSG ISIN code: ZAE000013017 (“PSG Group”) DEALING IN SECURITIES BY THE PSG GROUP LIMITED SUPPLEMENTARY SHARE INCENTIVE TRUST (“SIT”) AND THE EXERCISE AND ACCEPTANCE OF OPTIONS BY DIRECTORS IN TERMS OF THE SIT A) DEALING IN SECURITIES In compliance with Schedule 14.9 and Rules 3.63 to 3.74 of the JSE Listings Requirements, the following information relating to a dealing in PSG Group securities by the SIT is disclosed: SHARE INCENTIVE TRUST PSG Group Limited Supplementary Share Incentive Trust TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 27 February 2017 RAND PER SHARE R231.78 (PSG Group’s 30-day volume weighted average traded price at 20 February 2017) NUMBER OF SECURITIES 670 855 TRANSACTED TOTAL RAND VALUE OF R155 490 771.90 SECURITIES NATURE OF TRANSACTION Subscription by the SIT for PSG Group shares to enable it to comply with its obligations in terms of the share incentive scheme (Off-market transaction) Clearance to deal in these securities was obtained in accordance with Rule 3.66 of the JSE Listings Requirements. In compliance with Rules 3.63 to 3.74 of the JSE Listings Requirements, the following information is disclosed: B) EXERCISE OF OPTIONS BY DIRECTORS The following share options were exercised in terms of the SIT: 1. NAME OF DIRECTOR PJ Mouton COMPANY OF WHICH I AM A PSG Group Limited DIRECTOR STATUS: EXECUTIVE/NON- Executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 28 February 2017 OPTION STRIKE PRICE R47.39 (1) R61.50 (2) R83.23 (3) R136.84 (4) NUMBER OF OPTIONS EXERCISED 28 209 (1) 32 263 (2) 165 471 (3) 18 673 (4) TOTAL RAND VALUE OF OPTIONS R1 336 824.51 (1) R1 984 174.50 (2) R13 772 151.33 (3) R2 555 213.32 (4) STRIKE (EXERCISE) DATE OF 28 February 2017 (1) – (4) OPTIONS PERIOD OF EXERCISE Participants have a 90-day (1) – (4) period from the vesting date during which options can be exercised NAME OF ASSOCIATE Jufrapi Investments Proprietary Limited RELATIONSHIP WITH DIRECTOR Director is a director of the associate and a trustee and beneficiary of the sole 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 Limited DIRECTOR STATUS: EXECUTIVE/NON- Executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 28 February 2017 OPTION STRIKE PRICE R47.39 (1) R61.50 (2) R83.23 (3) R136.84 (4) NUMBER OF OPTIONS EXERCISED 22 678 (1) 26 045 (2) 150 357 (3) 14 352 (4) TOTAL RAND VALUE OF OPTIONS R1 074 710.42 (1) R1 601 767.50 (2) R12 514 213.11 (3) R1 963 927.68 (4) STRIKE (EXERCISE) DATE OF 28 February 2017 (1) – (4) OPTIONS PERIOD OF EXERCISE Participants have a 90-day (1) – (4) period from the vesting date during which options can be exercised NAME OF ASSOCIATE Pinot Investments Proprietary Limited RELATIONSHIP WITH DIRECTOR Director is a director of and shareholder in the associate and a trustee and beneficiary of the majority 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 Limited DIRECTOR STATUS: EXECUTIVE/NON- Executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 28 February 2017 OPTION STRIKE PRICE R47.39 (1) R61.50 (2) R83.23 (3) R136.84 (4) NUMBER OF OPTIONS EXERCISED 24 947 (1) 25 885 (2) 150 561 (3) 14 747 (4) TOTAL RAND VALUE OF OPTIONS R1 182 238.33 (1) R1 591 927.50 (2) R12 531 192.03 (3) R2 017 979.48 (4) STRIKE (EXERCISE) DATE OF 28 February 2017 (1) – (4) OPTIONS PERIOD OF EXERCISE Participants have a 90-day (1) – (4) period from the vesting 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 Limited DIRECTOR STATUS: EXECUTIVE/NON- Non-executive EXECUTIVE TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 28 February 2017 OPTION STRIKE PRICE R47.39 (1) R61.50 (2) R83.23 (3) R136.84 (4) NUMBER OF OPTIONS EXERCISED 51 014 (1) 42 791 (2) 160 956 (3) 23 734 (4) TOTAL RAND VALUE OF OPTIONS R2 417 553.46 (1) R2 631 646.50 (2) R13 396 367.88 (3) R3 247 760.56 (4) STRIKE (EXERCISE) DATE OF 28 February 2017 (1) – (4) OPTIONS PERIOD OF EXERCISE Participants have a 90-day (1) – (4) period from the vesting date during which options can be exercised NAME OF ASSOCIATE Dana Beleggings Proprietary Limited RELATIONSHIP WITH DIRECTOR Director is a director of and shareholder in the associate and a trustee and beneficiary of the majority 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 Listings Requirements. C) ACCEPTANCE OF OPTIONS BY A DIRECTOR The following share option award was accepted in terms of the SIT: NAME OF DIRECTOR PJ Mouton COMPANY OF WHICH I AM A PSG Group Limited DIRECTOR STATUS: EXECUTIVE/NON- Executive EXECUTIVE TYPE AND CLASS OF SECURITIES Share options to acquire ordinary shares DATE OF AWARD 28 February 2017 DATE OF ACCEPTANCE 28 February 2017 OPTION STRIKE PRICE R237.31 (PSG Group’s 30-day volume weighted average traded price at 28 February 2017) NUMBER OF OPTIONS ACCEPTED 84 203 TOTAL RAND VALUE OF OPTIONS R19 982 213.93 VESTING DATE OF OPTIONS Vesting in tranches of 25% each on the 2nd, 3rd, 4th and 5th anniversary of the award NATURE OF TRANSACTION Acceptance of 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 this share option award was obtained in accordance with Rule 3.66 of the JSE Listings Requirements. Stellenbosch 1 March 2017 Sponsor PSG Capital Date: 01/03/2017 04:55:00 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.