Waiver of Condition Precedent
 
 
PSG GROUP LIMITED
 
(Incorporated in the Republic of South Africa)
 
Registration number: 1970/008484/06
 
JSE Limited share code: PSG
 
ISIN code: ZAE000013017
 
LEI code: 378900CD0BEE79F35A34
 
 
PSG FINANCIAL SERVICES LIMITED
 
(Incorporated in the Republic of South Africa)
 
Registration number: 1919/000478/06
 
JSE Limited share code: PGFP
 
ISIN code: ZAE000096079
 
LEI code: 378900E99AFDC02B0F23
 
(“PSL”)
 
 
 
WAIVER OF CONDITION PRECEDENT
 
 
 
1. INTRODUCTION
 
1.1 PSL Shareholders are referred to -
 
 
1.1.1 the circular issued by PSL to the PSL Shareholders dated 9 June 2021 ("Circular")
 
relating to the scheme of arrangement in terms of section 114(1) of the Companies Act,
 
proposed between PSL and the PSL Preference Shareholders, in terms of which, if
 
successfully implemented, PSL will repurchase all of the PSL Preference Shares from
 
the PSL Preference Shareholders ("Scheme of Arrangement"); and
 
 
1.1.2 the announcement released on SENS on 8 July 2021, advising inter alia that all of the
 
resolutions relating to the Scheme of Arrangement were passed by the requisite majority
 
of PSL Shareholders.
 
 
1.2 Capitalised terms used herein that are not otherwise defined, bear the meanings ascribed to
 
them in the Circular.
 
 
2. WAIVER OF A CONDITION PRECEDENT TO THE SCHEME OF ARRANGEMENT
 
 
PSL Shareholders are hereby advised that PSL has waived the condition precedent set out in
 
paragraph 3.2.1.4 of the Circular, relating to the exercise of appraisal rights by dissenting
 
shareholders, to the extent that any valid demands were received by PSL in terms of section
 
164(7) of the Companies Act, read with section 115(8) of the Companies Act, within the period
 
prescribed by section 164(7) of the Companies Act.
 
 
 
Stellenbosch
 
14 July 2021
 
 
 
Sponsor and Transaction Independent Joint Legal Advisor
 
Advisor Sponsor
 
 
PSG Capital UBS South Africa Cliffe Dekker Hofmeyr
 
 
Date: 14-07-2021 05:30:00
 
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.