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
 
 
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