Results Of The Annual General Meeting Of PSG Group 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” or “the Company”) PSG FINANCIAL SERVICES LIMITED Incorporated in the Republic of South Africa Registration number: 1919/000478/06 JSE share code: PGFP ISIN code: ZAE000096079 RESULTS OF THE ANNUAL GENERAL MEETING (“AGM”) OF PSG GROUP 1. RESULTS OF THE AGM Shareholders are hereby advised that at the AGM of the Company held at 11:00 today, 22 June 2018 at Spier Wine Estate, Baden Powell Drive, Stellenbosch, all of the resolutions were passed by the requisite majority of the Company’s shareholders. Details of the results of the voting at the AGM are as follows: Votes Votes for against resolution resolution Number of as a as a Number of shares percentage percentage shares abstained of total of total voted as a as a number of number of Number of percentage percentage shares shares shares of the votes of the votes Resolutions voted voted voted exercisable exercisable Ordinary resolution number 1: To re-elect Ms B Mathews as director 100.00% - 153 189 733 70.42% 0.24% Ordinary resolution number 2: To re-elect Mr JJ Mouton as director 83.28% 16.72% 153 262 492 70.45% 0.21% Ordinary resolution number 3: To re-elect Mr CA Otto as director 70.33% 29.67% 153 268 902 70.46% 0.21% Ordinary resolution number 4: To re-appoint Mr PE Burton as a member of the audit and risk committee 85.85% 14.15% 153 189 733 70.42% 0.24% Ordinary resolution number 5: To re-appoint Ms B Mathews as a member of the audit and risk committee 100.00% - 153 189 733 70.42% 0.24% Ordinary resolution number 6: To re-appoint Mr CA Otto as a member of the audit and risk committee 71.57% 28.43% 153 268 902 70.46% 0.21% Ordinary resolution number 7: To re-appoint PricewaterhouseCo opers Inc. as the auditor 84.74% 15.26% 153 640 640 70.63% 0.04% Ordinary resolution number 8: Non-binding endorsement of PSG Group’s remuneration policy 83.11% 16.89% 153 630 195 70.62% 0.04% Ordinary resolution number 9: Non-binding endorsement of PSG Group’s implementation report on the remuneration policy 68.23% 31.77% 153 630 895 70.62% 0.04% Ordinary resolution number 10: Amendment of the PSG Group Ltd Supplementary Share Incentive Trust 84.19% 15.81% 151 215 979 70.23% 0.22% Ordinary resolution number 11: General authority to issue ordinary shares for cash 96.00% 4.00% 153 639 840 70.63% 0.04% Special resolution number 1: Remuneration of non-executive directors 99.96% 0.04% 153 265 695 70.45% 0.21% Special resolution number 2: Inter-company financial assistance 98.52% 1.48% 153 639 379 70.63% 0.04% Special resolution number 3: Financial assistance for acquisition of shares in a related or inter-related company 97.07% 2.93% 153 639 699 70.63% 0.04% Special resolution number 4: Share buy-back by PSG Group and its subsidiaries 96.76% 3.24% 153 433 699 70.53% 0.13% Since ordinary resolution number 9, relating to the non-binding advisory vote on the implementation report on the remuneration policy, were voted against by 25% or more of the votes exercised by the Company’s shareholders present in person or represented by proxy at the AGM, the Company will engage with the dissenting shareholders in due course. 2. UPDATED SUM-OF-THE-PARTS (“SOTP”) VALUE PER SHARE PSG Group, an investment holding company, continues to use the SOTP value to provide management and investors with a realistic and transparent way of valuing PSG Group. The calculation of the SOTP value is simple and requires limited subjectivity as more than 90% of the value is calculated using JSE-listed share prices, while other investments are included at market-related valuations. As previously communicated, in order to provide investors with an up to date indicative SOTP value, PSG Group’s website (www.psggroup.co.za) contains an online tool whereby PSG Group’s SOTP value is calculated based on approximately 15-minute delayed JSE-listed share prices for its listed investments, while all other information is updated as and when required. PSG Group management consequently would like to advise that such other information has been updated and that as at the close of business on 13 June 2018, the SOTP value per PSG Group share was R251.71. The information provided is for general information purposes only and does not constitute an offer to sell any securities or constitute investment advice relating to securities or a representation that the security is a suitable or appropriate investment for any person or warrants any share price value in any form. Investors are advised to give independent consideration to and conduct independent investigation with regards to this information and the value of PSG Group shares, and to obtain investment advice from their independent financial advisors. The investor presentation made at the annual general meeting is available on PSG Group’s website (www.psggroup.co.za). The information contained in this announcement has not been reviewed or reported on by the auditor of PSG Group. Stellenbosch 22 June 2018 Sponsor PSG Capital Date: 22/06/2018 05:00:00 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.