PSG : Distribution of Annual Report and Notice of Annual General Meeting

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 Group")

DISTRIBUTION OF ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING

1. DISTRIBUTION OF ANNUAL REPORT
   Shareholders are advised that PSG Group's annual report for the financial year ended 28 February 2022 ("Annual Report"), containing the audited summary consolidated annual financial statements, was distributed to shareholders today, Wednesday, 29 June 2022. The Annual Report, as well as PSG Group's full set of audited annual financial statements for the financial year ended 28 February 2022, are available on PSG Group's website at http://psggroup.co.za/investor-relations/reports/.
2. NOTICE OF ANNUAL GENERAL MEETING
   Notice is hereby given that, in the event that PSG Group is still listed on the JSE on such date, the annual general meeting of PSG Group ordinary shareholders will be held at 10:00 on Friday, 7 October 2022 ("AGM") (the AGM date now having been finalised as Friday, 7 October 2022, rather than Friday, 30 September 2022 as previously anticipated and reported in PSG Group's announcement dated 27 May 2022) to transact the business set out in the notice of the AGM ("Notice") on pages 77 to 88 of the Annual Report. In this regard, shareholders are referred to the firm intention announcement dated 25 April 2022 relating to the PSG Group Restructuring
   (as defined in that announcement), involving the unbundling of the majority of PSG Group's listed investments, a scheme of arrangement and the subsequent delisting of PSG Group from the JSE, which is expected to be implemented before the date of the AGM subject to the requisite shareholder and regulatory approvals being obtained and all other conditions precedent thereto being fulfilled or, where applicable, waived.
   Kindly note the following salient details:

Issuer name	PSG Group Limited
Type of instrument	Ordinary shares
ISIN code	ZAE000013017
LEI code	378900CD0BEE79F35A34
JSE share code	PSG
Meeting type	Annual general meeting
Meeting venue	Electronic communication
Record date to determine which	Friday, 17 June 2022
shareholders are entitled to receive
the notice of meeting
Publication/posting date	Wednesday, 29 June 2022
Last day to trade to determine eligible	Tuesday, 27 September 2022
shareholders that may attend, speak
and vote at the meeting
Record date to determine eligible	Friday, 30 September 2022
shareholders that may attend, speak
and vote at the meeting
Meeting deadline date (for	10:00 on Wednesday, 5 October 2022
administrative purposes, forms of
proxy for the meeting to be lodged)
Meeting date	10:00 on Friday, 7 October 2022
Publication of voting results	Friday, 7 October 2022

Website link	https://www.psggroup.co.za/Financial-statements-
	notice-and-form-of-proxy.pdf

The AGM will be conducted entirely by electronic communication through the Computershare website (www.meetnow.global/za), as contemplated in section 63(2)(a) of the Companies Act, No. 71 of 2008, as amended.

Participation process

Shareholders who wish to vote on the resolutions to be tabled at the AGM should follow the process set out in the Notice on pages 77, 78 and 86 of the Annual Report.

Shareholders who do not wish to vote or non-shareholders who wish to attend the AGM as guests, may follow the AGM proceedings through the Computershare website (www.meetnow.global/za).

Stellenbosch

29 June 2022

Sponsor

PSG Capital

Independent joint sponsor

Tamela Holdings Proprietary Limited