PSG KONSULT LIMITED - Results Of The Annual General Meeting Of The Company

KST 201706230033A<BR>
Results Of The Annual General Meeting Of The Company<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<BR>
<BR>
Shareholders are hereby advised that at the Annual General Meeting ("AGM") of the Company held at<BR>
11h00 today, 23 June 2017, 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 as    resolution as    shares voted    shares voted  abstained as<BR>
                                 a percentage     a percentage     at the AGM     at the AGM as a percentage<BR>
                                   of total         of total                      a percentage (%) of shares<BR>
                                  number of        number of                      (%) of shares   in issue<BR>
                                 shares voted     shares voted<BR>
                                at the AGM(%)    at the AGM(%)<BR>
                                                                                     in issue<BR>
<BR>
1.   Re-election of Mr ZL          98.24%           1.76%         1,189,472,414      90.24%        0.00%<BR>
     Combi as director<BR>
2.   Re-election of Mr PJ          99.74%           0.26%         1,189,472,414      90.24%        0.00%<BR>
     Mouton as director<BR>
3.   Re-election of Mr J de V      97.95%           2.05%         1,189,472,414      90.24%        0.00%<BR>
     du Toit as member of the<BR>
     audit committee<BR>
4.   Re-election of Mr PE          98.24%           1.76%         1,189,472,414      90.24%        0.00%<BR>
     Burton as member of the<BR>
     audit committee<BR>
5.   Re-election of Mr ZL          98.24%           1.76%         1,189,472,414      90.24%        0.00%<BR>
     Combi as member of the<BR>
     audit committee<BR>
6.   Re-appointment of             98.24%           1.76%         1,189,472,414      90.24%        0.00%<BR>
     PricewaterhouseCoopers<BR>
     Inc. as auditor<BR>
7.   General authority to          95.22%           4.78%         1,189,472,414      90.24%        0.00%<BR>
     issue ordinary shares<BR>
     for cash<BR>
8.   Amendment of the PSG          99.61%           0.39%         1,188,474,168      90.16%        0.00%<BR>
     Konsult Group Share<BR>
     Incentive Trust deed<BR>
9.   Non-binding endorsement       97.40%           2.60%         1,189,472,014      90.24%        0.00%<BR>
     of PSG Konsult's<BR>
     Remuneration Policy<BR>
<BR>
     SPECIAL RESOLUTIONS<BR>
1.   Approval of non-             95.56%            4.44%         1,189,466,094      90.24%        0.00%<BR>
     executive directors'<BR>
     remuneration<BR>
2.   Inter-company financial     100.00%            0.00%         1,189,472,414      90.24%        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%         1,189,472,414      90.24%        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         99.55%            0.45%          1,189,472,414     90.24%        0.00%<BR>
     repurchase shares<BR>
<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 7 and 8.<BR>
<BR>
Tyger Valley<BR>
23 June 2017<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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