PREMIER GROUP LIMITED - Distribution of circular and notice of general meeting

Distribution of circular and notice of general meeting

PREMIER GROUP LIMITED
(formerly Premier Group Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2007/016008/06)
ISIN: ZAE000320321
Share Code: PMR
("Premier" or "Company")

DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

1. Introduction

Following its listing on the JSE, Premier has decided to adopt a new Long-Term Incentive Plan ('Plan') to incentivise its senior
employees.

Shareholders are referred to Premier's annual general meeting ('AGM') held on 5 September 2023, at which the Company's
Remuneration Report was tabled prior to the non-binding advisory vote in relation thereto being proposed. The Remuneration
Report outlines Premier's long-term incentives, comprising of a share appreciation rights scheme ('SARS') and an executive
share investment programme. Approximately 98% of the votes cast on the non-binding advisory vote at the AGM were cast in
favour of the Company's Remuneration Report. The existing SARS provides that share appreciation rights are cash settled, but
may be equity settled at the discretion of the Remuneration Committee. In order to equity settle share appreciation rights, the
Company is required to comply with Schedule 14 of the JSE Limited ('JSE') Listings Requirements pertaining to all incentive
schemes involving the issue of equity securities.

Accordingly, Premier wishes to adopt the Plan, in terms of Schedule 14 of the Listings Requirements. The Plan will form part of
the Premier Group's variable pay offering for eligible employees. It will be utilised to make all future long-term incentive awards
to these employees. Unvested awards under historical long-term incentive plans will continue to run their course.

The Plan is intended to address the following key objectives:

- Encourage retention and long-term commitment to building sustainable value amongst members of the executive and
  senior management in a listed environment whilst still staying true to the "pay for performance" philosophy;
- Simplicity, transparency, supporting a performance culture; and
- Efficiency and optimising alignment with shareholder outcomes and objectives.

2. Distribution of circular

Shareholders are hereby advised that a circular, containing full details of the Plan and incorporating a notice of general meeting
and form of proxy ('Circular') will be distributed to shareholders today, Thursday, 16 November 2023. The Circular can also be
found on the Company's website: https://www.premierfmcg.com/investors/results-reports.

3. Notice of general meeting

A general meeting of shareholders of Premier will be held entirely electronically (online) through the interactive meeting platform
of Premier's transfer secretaries, Computershare Investor Services Proprietary Limited, at 10h00 on Thursday,
14 December 2023 in order for shareholders to consider and, if deemed fit, to pass the resolutions necessary to approve and
give effect to the Plan.

4. Salient dates and times

The salient dates and times relating to the general meeting, also contained in the Circular, are set out below:
                                                                                                                      2023

Record date to be eligible to receive the Circular incorporating the notice of the general meeting     Friday, 10 November
Distribution of the Circular incorporating the notice of the general meeting on                      Thursday, 16 November
Last day to trade to be eligible to attend and vote at the general meeting                             Tuesday, 5 December
Record date to be eligible to participate and vote at the general meeting                               Friday, 8 December
Forms of proxies due at 10h00 (for administration purposes) on                                        Tuesday, 12 December
General meeting held entirely electronically (online) at 10:00 on                                    Thursday, 14 December
Results of the general meeting announced on the Stock Exchange News Service on                       Thursday, 14 December

Johannesburg
16 November 2023

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 16-11-2023 09:00:00
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