31 May - 3 min read

Exercise And Related Net-Equity Settlement Of Share Options In Terms Of The Supplementary Share Incentive Trust

Exercise And Related Net-Equity Settlement Of Share Options In Terms Of The Supplementary Share Incentive Trust

PSG GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1970/008484/06)
JSE Limited (“JSE”) share code: PSG
ISIN code: ZAE000013017
LEI code: 378900CD0BEE79F35A34
(“PSG Group”)

EXERCISE AND RELATED NET-EQUITY SETTLEMENT OF SHARE OPTIONS IN
TERMS OF THE PSG GROUP LIMITED SUPPLEMENTARY SHARE INCENTIVE TRUST

Upon the exercise of the share options referred to below, PSG Group elected to settle same
on a net-equity basis through the award of shares as detailed below:

1.
NAME OF DIRECTOR                         PJ Mouton
COMPANY OF WHICH A DIRECTOR              PSG Group Limited
STATUS: EXECUTIVE/NON-                   Executive
EXECUTIVE
TYPE AND CLASS OF SECURITIES             Options in relation to ordinary shares
OPTION STRIKE PRICE                      R21.39                                   (1)
                                         R39.47                                   (2)
                                         R39.11                                   (3)
                                         R42.91                                   (4)
NUMBER OF OPTIONS EXERCISED              20 999                                   (1)
                                         21 051                                   (2)
                                         28 255                                   (3)
                                         56 925                                   (4)
EXERCISE DATE OF OPTIONS                 After close of business on 28 May        (1) - (4)
                                         2021
PERIOD OF EXERCISE                       Participants have a 180-day period       (1) - (4)
                                         from the vesting date of 28 February
                                         2021 during which the options may be
                                         exercised
NATURE OF TRANSACTION                    Exercise of options by the director at
                                         the last traded share price of R79.74
                                         on 28 May 2021, and related after-tax
                                         net-equity settlement by way of the
                                         award of 36 677 shares to the director
                                         (Off-market transaction)
NATURE AND EXTENT OF                     Direct, Beneficial
INTEREST IN THE TRANSACTION

2.
NAME OF DIRECTOR                         WL Greeff
COMPANY OF WHICH A DIRECTOR              PSG Group Limited
STATUS: EXECUTIVE/NON-                   Executive
EXECUTIVE
TYPE AND CLASS OF SECURITIES             Options in relation to ordinary shares
OPTION STRIKE PRICE                      R21.39                                   (1)
                                         R39.11                                   (2)
                                         R42.91                                   (3)
NUMBER OF OPTIONS EXERCISED              13 717                                   (1)
                                         18 073                                   (2)
                                         46 469                                   (3)
EXERCISE DATE OF OPTIONS                 After close of business on 28 May        (1) - (3)
                                         2021
PERIOD OF EXERCISE                       Participants have a 180-day period       (1) - (3)
                                         from the vesting date of 28 February
                                         2021 during which the options may be
                                         exercised
NAME OF ASSOCIATE                        Pinot Investments Proprietary Limited    (1) - (3)
RELATIONSHIP WITH DIRECTOR               Director is a director and shareholder   (1) - (3)
                                         of the associate, as well as a trustee
                                         and beneficiary of another
                                         shareholder of the associate
NATURE OF TRANSACTION                    Exercise of options by the director at
                                         the last traded share price of R79.74
                                         on 28 May 2021, and related after-tax
                                         net-equity settlement by way of the
                                         award of 22 390 shares to the
                                         director, with such shares to be
                                         transferred by the director to his
                                         associate for an amount equal to the
                                         R79.74 per share
                                         (Off-market transaction)
NATURE AND EXTENT OF                     Indirect, Beneficial
INTEREST IN THE TRANSACTION

3.
NAME OF DIRECTOR                         JA Holtzhausen
COMPANY OF WHICH A DIRECTOR              PSG Group Limited
STATUS: EXECUTIVE/NON-                   Executive
EXECUTIVE
TYPE AND CLASS OF SECURITIES             Options in relation to ordinary shares
OPTION STRIKE PRICE                      R21.39                                   (1)
                                         R39.11                                   (2)
                                         R42.91                                   (3)
NUMBER OF OPTIONS EXERCISED              13 220                                   (1)
                                         18 222                                   (2)
                                         46 452                                   (3)
EXERCISE DATE OF OPTIONS                 After close of business on 28 May        (1) - (3)
                                         2021
PERIOD OF EXERCISE                       Participants have a 180-day period       (1) - (3)
                                         from the vesting date of 28 February
                                         2021 during which the options may be
                                         exercised
NATURE OF TRANSACTION                    Exercise of options by the director at
                                         the last traded share price of R79.74
                                         on 28 May 2021, and related after-tax
                                         net-equity settlement by way of the
                                         award of 22 227 shares to the director
                                         (Off-market transaction)
NATURE AND EXTENT OF                     Direct, Beneficial
INTEREST IN THE TRANSACTION

Clearance for the above was obtained in accordance with paragraph 3.66 of the JSE
Listings Requirements.

Stellenbosch
31 May 2021

Sponsor
PSG Capital

Independent joint sponsor
UBS South Africa

Date: 31-05-2021 05:30:00
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