PSG KONSULT LIMITED - Results Of The Annual General Meeting

KST 201606240045A<BR>
Results Of The Annual General Meeting<BR>
<BR>
PSG Konsult Limited<BR>
(Incorporated in the Republic of South Africa)<BR>
Registration Number: 1993/003941/06<BR>
JSE Share Code: KST<BR>
NSX Share Code: KFS<BR>
ISIN Code: ZAE000191417<BR>
(“PSG Konsult” or “the Company”)<BR>
<BR>
RESULTS OF THE ANNUAL GENERAL MEETING OF THE COMPANY HELD ON 24 JUNE 2016<BR>
<BR>
Shareholders are hereby advised that at the Annual General Meeting ("AGM") of the Company held at<BR>
11h00 today, 24 June 2016, at Spier Wine Estate, Baden Powell Drive, Stellenbosch, Western Cape, all<BR>
of the proposed ordinary and special resolutions were passed by the requisite majority of votes cast<BR>
by PSG Konsult shareholders present or represented by proxy.<BR>
<BR>
The detailed voting results of the AGM are set out below:<BR>
<BR>
     ORDINARY RESOLUTIONS        Votes for    Votes against    Number of        Number of      Shares<BR>
                                resolution*    resolution*    shares voted    shares voted  abstained as<BR>
                                                               at the AGM     at the AGM as a percentage<BR>
                                                                              a percentage (%) of shares<BR>
                                                                              (%) of shares   in issue<BR>
                                                                                 in issue<BR>
<BR>
1.   Appointment of Mr R          100.00%        0.00%        1 212 378 934      92.53%        0.00%<BR>
     Stassen as director<BR>
2.   Re-election of Mr W          99.86%         0.14%        1 212 378 934      92.53%        0.00%<BR>
     Theron as director<BR>
3.   Re-election of Mr PE         100.00%        0.00%        1 212 378 934      92.53%        0.00%<BR>
     Burton as director<BR>
4.   Re-election of Mr J de V     99.86%         0.14%        1 212 378 934      92.53%        0.00%<BR>
     du Toit as member of the<BR>
     audit committee<BR>
5.   Re-election of Mr PE         98.27%         1.73%        1 212 378 934      92.53%        0.00%<BR>
     Burton as member of the<BR>
     audit committee<BR>
6.   Re-election of Mr ZL         98.27%         1.73%        1 212 378 934      92.53%        0.00%<BR>
     Combi as member of the<BR>
     audit committee<BR>
7.   Re-appointment of            98.44%         1.56%        1 212 378 934      92.53%        0.00%<BR>
     PricewaterhouseCoopers<BR>
     Inc. as auditor<BR>
8.   General authority to         96.30%         3.70%         1 212 378 934     92.53%        0.00%<BR>
     issue ordinary shares<BR>
     for cash<BR>
9.   Amendment of the PSG         99.87%         0.13%         1 212 378 934     92.53%        0.00%<BR>
     Konsult Group Share<BR>
     Incentive Trust deed<BR>
<BR>
     SPECIAL RESOLUTIONS<BR>
1.   Approval of non-            98.27%          1.73%         1 212 378 934     92.53%        0.00%<BR>
     executive directors'<BR>
     remuneration<BR>
2.   Inter-company financial     100.00%         0.00%         1 212 378 934     92.53%        0.00%<BR>
     assistance in terms of<BR>
     section 45 of the<BR>
     Companies Act, Act 71 of<BR>
     2008<BR>
3.   Financial assistance for    100.00%         0.00%         1 212 378 934     92.53%        0.00%<BR>
     the acquisition of<BR>
     shares in the Company or<BR>
     in a related or inter-<BR>
     related company in terms<BR>
     of section 44 of the<BR>
     Companies Act, Act 71 of<BR>
     2008<BR>
4.   General authority to         99.66%         0.34%         1 211 011 920     92.42%         0.10%<BR>
     repurchase shares<BR>
5.   Amendment of memorandum      100.00%        0.00%         1 212 378 934     92.53%         0.00%<BR>
     of incorporation<BR>
<BR>
* In relation to the total number of shares voted at the AGM, but excluding abstained votes<BR>
<BR>
Notes:<BR>
In terms of the Listings Requirements of the JSE Limited, at least 75% of the shareholders present<BR>
in person or represented by proxy and entitled to vote at the AGM must cast their vote(s) in favour<BR>
of the special resolutions and ordinary resolutions number 8 and 9.<BR>
<BR>
Tyger Valley<BR>
24 June 2016<BR>
<BR>
JSE Sponsor: PSG Capital Proprietary Limited<BR>
NSX Sponsor: PSG Wealth Management (Namibia) Proprietary Limited, member of the Namibian Stock<BR>
Exchange<BR>
<BR>
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