PLD PSGPSG/PLD - PSG Group Limited/Paladin Capital Limited - Confirmation of firmintention, withdrawal of cautionary, posting of circular and notice of generalmeetingPSG GROUP LIMITEDINCORPORATED IN THE REPUBLIC OF SOUTH AFRICA(REGISTRATION NUMBER 1970/008484/06)SHARE CODE: PSGISIN CODE: ZAE000013017("PSG")PALADIN CAPITAL LIMITEDIncorporated in the Republic of South Africa(Registration number: 2007/032836/06)Share code: PLDISIN: ZAE000138970("PALADIN")CONFIRMATION OF FIRM INTENTION, WITHDRAWAL OF CAUTIONARY, POSTING OF CIRCULARAND NOTICE OF GENERAL MEETINGCONFIRMATION OF FIRM INTENTIONShareholders are referred to the joint detailed cautionary announcementrelating to, inter alia, the conditional intention of PSG's offer to acquire100% of the issued ordinary shares in Paladin ("Conditional Intention"), whichconstitutes a total of 108 295 409 Paladin shares not already held by PSGthrough PSG Financial Services Limited ("Scheme Shares"), for either the shareconsideration of 4 PSG shares for each 100 Scheme Shares disposed of in termsof the Scheme or the cash consideration of 170 cents for each Scheme Sharedisposed of ("the Scheme Consideration") in terms of a Scheme of Arrangement("the Scheme"), as published on SENS on 13 July 2011 and in the press on 14July 2011.As stated in the aforementioned announcement, the Conditional Intention wassubject to the pre-condition that PSG shareholders placed sufficient sharesunder the control of PSG directors in order to satisfy the SchemeConsideration. At the general meeting of PSG shareholders held on 22 August2011, PSG shareholders duly placed sufficient shares under the control of PSGdirectors in order to satisfy the Scheme Consideration. Accordinglyshareholders are hereby advised that the Conditional Intention has become afirm intention to make an offer.PALADIN WITHDRAWAL OF CAUTIONARYAs the pre-condition to the Scheme has been fulfilled, Paladin shareholdersare hereby advised that caution is no longer required to be exercised byPaladin shareholders when dealing in Paladin securities.POSTING OF CIRCULARPaladin shareholders are hereby advised that a circular containing details ofthe Scheme and incorporating a notice of a general meeting ("Circular") willbe posted to Paladin shareholders today and is available on Paladin's websiteat www.paladincapital.co.za. Paladin shareholders are advised to review theCircular for the terms and conditions to the Scheme.NOTICE OF GENERAL MEETING OF PALADIN SHAREHOLDERSNotice is hereby given that a general meeting of Paladin shareholders will beheld at 10h00 on Thursday, 22 September 2011 at 1st Floor, Ou KollegeBuilding, 35 Kerk Street, Stellenbosch for the purpose of considering and, ifdeemed fit, passing with or without modification, the resolutions set out inthe notice of the general meeting included in the Circular.IMPORTANT DATES AND TIMES RELATING TO THE SCHEMEThe definitions and interpretations commencing on page 7 of the Circular shallapply to these important dates and times relating to the Scheme set out below.2011Circular posted to Shareholders and notice convening Wednesday, 24 Augustthe General Meeting released on SENS onNotice convening the General Meeting published in Thursday, 25 Augustthe South African press onLast day to trade Paladin Shares in order to be Tuesday, 13 Septemberrecorded in the Register on the Scheme Voting RecordDate onScheme Voting Record Date being 17h00 on Tuesday, 20 SeptemberProxy forms to be lodged at Transfer Secretaries by Wednesday, 21 September10h00 onLast date and time for Paladin Shareholders to give Thursday, 22 Septembernotice to Paladin objecting to the specialresolution approving the Scheme by 10h00 onGeneral Meeting to be held at 10h00 on Thursday, 22 SeptemberResults of General Meeting released on SENS on Thursday, 22 SeptemberResults of General Meeting published in the South Friday, 23 SeptemberAfrican press onLast date for Paladin to send objecting Paladin Thursday, 6 OctoberShareholders notices of the adoption of the specialresolution approving the Scheme onFinalisation Date expected to be on Friday, 7 OctoberFinalisation Date announcement expected to be Friday, 7 Octoberreleased on SENS onFinalisation Date announcement expected to be Monday, 10 Octoberpublished in the South African press onExpected last day to trade Paladin Shares on the JSE Friday, 14 Octoberin order to be recorded in the Register to receivethe Scheme Consideration onSuspension of listing of Paladin Shares at the Monday, 17 Octobercommencement of trade on the JSE expected to be onScheme Consideration Record Date to be recorded in Friday, 21 Octoberthe Register in order to receive the SchemeConsideration expected to be on or aboutFinal date for election of Scheme Consideration at Friday, 21 October12h00 onExpected Operative Date of the Scheme on Monday, 24 OctoberPayment or delivery of the Scheme Consideration Monday, 24 Octoberexpected to be transferred electronically or postedto certificated Scheme Participants (if form ofelection, surrender and transfer (blue) contained inthe Circular and the Documents of Title are receivedby the Transfer Secretaries on or before 12h00 onthe Scheme Consideration Record Date) on or aboutDematerialised Scheme Participants expected to have Monday, 24 Octobertheir accounts held at their CSDP or Broker creditedwith the Scheme Consideration on or aboutExpected termination of listing of Paladin Shares on Tuesday, 25 Octoberthe JSE's AltX Board at the commencement of trade onor aboutNotes:1. The above dates and times are subject to such changes as may be agreed toby Paladin and PSG and approved by the JSE and/or the Takeover RegulationPanel, if required. If the Conditions Precedent are not met by Friday, 7October 2011, an updated timetable will be released on SENS and publishedin the South African press.2. Shareholders should note that, as trade in Paladin Shares on the JSE issettled through Strate, settlement of trades takes place five BusinessDays after the date of such trades. Therefore, shareholders who acquireShares on the JSE after the last day to trade in Paladin Shares in orderto be recorded in the Register on the Scheme Voting Record Date will notbe entitled to vote at the General Meeting.3. Paladin Shareholders who wish to exercise their Appraisal Rights arereferred to Annexure 7 to the Circular for purposes of determining therelevant timing for the exercise of their Appraisal Rights.4. Dematerialised Shareholders, other than those with "own-name"registration, must provide their CSDP or Broker with their instructionsfor voting at the General Meeting and election of Scheme Consideration bythe cut-off time and date stipulated by their CSDP or Broker in terms oftheir respective Custody Agreements.5. No dematerialisation or re-materialisation of Shares may take place fromthe Business Day following the Scheme LDT.6. If the General Meeting is adjourned or postponed, forms of proxysubmitted for the initial General Meeting will remain valid in respect ofany adjournment or postponement of the General Meeting.7. Although the salient dates and times are stated to be subject to change,such statement may not be regarded as consent or dispensation for anychange to time periods which may be required in terms of the CompaniesRegulations, where applicable, and any such consents or dispensationsmust be specifically applied for and granted.8. All times referred to in the Circular are references to South Africantime.Stellenbosch24 August 2011Corporate advisor to Paladin and PSG and Sponsor to PSG: PSG Capital(Proprietary) LimitedLegal advisor to Paladin and PSG: Cliffe Dekker Hofmeyr IncorporatedDesignated advisor and Independent advisor to Paladin: Questco Sponsors(Proprietary) LimitedIndependent reporting accountants to PSG: PricewaterhouseCoopers IncorporatedDate: 24/08/2011 08:00:01 Produced by the JSE SENS Department.The SENS service is an information dissemination service administered by theJSE Limited ('JSE'). The JSE does not, whether expressly, tacitly orimplicitly, represent, warrant or in any way guarantee the truth, accuracy orcompleteness 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.