2016 A N N UA L R E P O R T ANNUAL REPORT

Transcription

1 2016 ANNUAL REPORT ANNUAL REPORT 2016 iii

2 PSG Group Ltd is an investment holding company consisting of underlying investments that operate across a diverse range of industries which include banking, education, financial services, food and related business, and private equity. iv PSG GROUP LTD

3 Contents 2 Chairman s letter 14 Invitation to PSG Group Investor Day 15 Board of directors 16 Group structure 18 Review of operations 28 Stock exchange performance and our track record 30 Value added statement 31 Group employee statistics 32 Corporate governance report PSG GROUP LTD 39 Summarised consolidated financial statements 70 Notice of annual general meeting 79 Form of proxy PSG FINANCIAL SERVICES LTD 81 Summarised standalone financial statements 92 Notice of general meeting 95 Form of proxy IBC Administration IBC Shareholders diary ANNUAL REPORT

4 Chairman s letter 2 PSG GROUP LTD

5 CHAIRMAN S LETTER Dear shareholder It gives me pleasure to report on the 2016 financial year, as it certainly was one of milestones for PSG Group Ltd ( PSG ). Not only did we celebrate our 20th anniversary, but PSG was also included in the JSE s Top 40 and the MSCI Indices for the first time. We furthermore raised R2,2bn in cash in the single largest bookbuild in PSG s history, putting us in a strong position to capitalise on future investment opportunities. The past year has also seen PSG s share trading liquidity improve from 12% five years ago to 50% as at the end of the 2016 financial year, and our foreign shareholding increase to 10%. PSG remains a truly South African company with its primary focus on the local market. South Africa, in particular, currently finds itself in challenging times and it is easy to become pessimistic and distracted as a result. Here at PSG, however, we prefer to stay optimistic and focus on the many opportunities this country has to offer. The pessimist sees difficulty in every opportunity. The optimist sees the opportunity in every difficulty. Winston Churchill WHO WE ARE PSG is an investment holding company consisting of a diverse portfolio of underlying investments that operate across a wide range of industries including banking, education, financial services, food and related business, and private equity. Our market capitalisation (net of treasury shares) is approximately R40bn, while we have influence over companies with a combined market capitalisation of approximately R140bn. There are seven main business units on which we report, namely: Capitec (retail banking); Curro (private school education); PSG Konsult (wealth management, asset management and insurance); Zeder (investment in food and related business); PSG Private Equity (early-stage investing in high growth sectors); Dipeo (BEE investment holding company); and PSG Corporate (investment management and treasury services), including PSG Capital (corporate finance) and Grayston Elliot (tax advice). Since PSG s establishment in November 1995, our aim has been to create value for our shareholders and for the people of South Africa. We believe in conducting sustainable businesses that make a positive contribution to society. Our investments continue to provide solutions to some of the challenges experienced in our country such as education, energy and low-cost banking in order to improve people s lives and our country as a whole. ANNUAL REPORT

6 CHAIRMAN S LETTER continued OUR OBJECTIVE Our long-term economic goal remains to continuously create wealth for our shareholders through a combination of share price appreciation and the payment of dividends. In order to achieve this, we have invested in a diversified portfolio of businesses with high growth potential that consistently yield above-average returns, while contributing positively to society. OUR INVESTMENT PHILOSOPHY The investment universe is complex with a myriad of variables. Good investors base their decisions on sound fundamentals and proven investment principles. PSG aims to be a disciplined investor, remaining committed to its philosophy: We invest in: Enterprises with uncomplicated business models operating in industries that we understand; Industries and businesses with attractive growth prospects and high barriers to entry; Focused, talented, hard-working and passionate management. We are long-term investors with no predetermined exit strategy. Sound corporate governance is non-negotiable we believe in accurate, transparent and succinct information. A key tenet of success is trust without trust, companies lose clients and leaders lose their teams. We advocate trust through our philosophy of ultimate empowerment. We employ smart, competent individuals and empower them through trust. We believe in co-investing with management. Management as owners are generally more focused and dedicated to growing their businesses. This also applies to PSG the board of directors owns 29,7% of the company. OUR STRATEGY PSG has always been good at early-stage investing by building businesses (such as Capitec, Curro and PSG Konsult) alongside entrepreneurs from the development stage: We acquire large influential stakes in businesses we believe in and offer investees our strategic input, helping them establish and drive ambitious plans. We provide access to capital that helps expedite future growth, both organically and through acquisitions. We participate actively at board, and often also at an executive committee level. We either serve on or attend audit and risk committee meetings as a measure of ensuring good corporate governance. Project Internal Focus Project Internal Focus, our strategy the last couple of years, has primarily been directed at the optimisation, refinement and growth of PSG s existing investment portfolio. This strategy continues to yield positive results and should remain in place for the foreseeable future. We are, however, continuously investigating new investment opportunities in an attempt to find the next big thing. 4 PSG GROUP LTD

7 CHAIRMAN S LETTER continued EVALUATING OUR PERFORMANCE We believe that performance should be measured in terms of the return that an investor receives over time, with a focus on per share wealth creation. When evaluating PSG s performance over the long term, one should focus on the total return index (TRI) as a measurement tool. The TRI is the compound annual growth rate (CAGR) of an investment, and is calculated by taking cognisance of share price appreciation, dividend and other distributions. This is a sound measure of wealth creation and a reliable means of benchmarking different companies. PSG s TRI as at 29 February 2016 was 49,6% per annum over the 20-year period since establishment. This means that had you purchased R worth of PSG shares in November 1995 and reinvested all your dividends, your investment would be worth around R357m today. The same investment in the JSE All Share Index over this period would be worth R1,6m. We are proud of the wealth we have created for our shareholders. 100 TRI of PSG group companies vs JSE All Share Index TRI * 90 86,5% ,6% 54,9% 40 37,0% ,8% 16,3% 15,1% 13,3% 11,4% 14,7% 0 PSG ** (17 Nov 1995) PSG Konsult (11 Apr 2005) Curro (1 Jun 2009) Zeder (1 Dec 2006) Capitec (18 Feb 2002) Company TRI JSE TRI * Measured since the respective dates set out above until 29 February ** Capitec unbundling in November 2003 treated as a dividend. When evaluating PSG s performance over the short to medium term, we focus on the growth in PSG s sum-ofthe-parts (SOTP) value per share and recurring headline earnings per share. History confirms that PSG s share price tracks its SOTP value per share. Positive growth in PSG s SOTP value per share thus ultimately leads to an increase in the share price. However, an increase in PSG s SOTP value per share and share price over time will ultimately depend on sustained growth in the profitability of the underlying investments. Consequently, we use the recurring headline earnings per share concept to provide management and investors with a more realistic and transparent way of evaluating PSG s performance from an earnings perspective. ANNUAL REPORT

8 CHAIRMAN S LETTER continued PSG share price vs SOTP value per share (4 May 2016) ,30 185, Feb 06 Feb 07 Feb 08 Feb 09 Feb 10 Feb 11 Feb 12 Feb 13 Feb 14 Feb 15 Feb 16 Share price (R) SOTP value per share (R) At 29 February 2016, the SOTP value per PSG share was R186,67, which equated to a 32% CAGR over the last five years. At 4 May 2016, the SOTP value per share was R201,30. Capitec remains PSG s largest investment comprising 39% (2015: 41%) of the SOTP value s total assets as at 29 February While this is significant exposure to a single company, we remain confident that Capitec is well positioned to continue gaining market share and deliver impressive results. Recurring headline earnings per share increased by 33% to 787,8 cents, following commendable earnings growth from all our core investments. OUR INVESTMENTS When evaluating PSG s core investments, each has definite characteristics which are representative of our aforementioned investment philosophy. Capitec (30,7%) Simple and focused business model lending and transaction banking High barriers to entry regulatory requirements and funding High growth potential increase in transaction banking clients and growth in loan book significant growth potential given its current market share: 20,6% of the primary banking market 2,5% of the unsecured credit market 6 PSG GROUP LTD

9 CHAIRMAN S LETTER continued We are proud of our investment in Capitec. The Lafferty Group recently rated it as the best bank in the world, while the SA Customer Satisfaction Index rated Capitec as the best bank in South Africa for the fourth consecutive year. Capitec s relentless focus on clients and service saw the largest increase in client numbers in its history during the past year. Active clients increased by 1m to 7,3m, while primary banking clients (those clients who make regular deposits, mainly salaries) increased by 0,6m to 3,3m. According to the independent AMPS survey for the period to June 2015, 20,6% of South Africans regarded Capitec as their primary bank, up from 18,9% for the period ended 31 December Capitec delivered stellar financial results with a 26% increase in headline earnings per share for the year ended 29 February Growing client numbers, combined with increased activity per client, resulted in net transaction fee income increasing by 16% to R3bn (despite the reduction in card processing fees earned since March 2015), now covering 66% of operating expenses (2015: 65%). Capitec managed to grow its gross loan book by R4,6bn to R40,9bn, while maintaining conservative provisioning practices. The average term of the outstanding book decreased from 43 months as at 28 February 2015 to 40 months as at 29 February 2016, while the level of provisions to arrears increased from 196% in 2015 to 223% in New regulations aimed at enhancing the sustainability of the credit industry while reducing the cost of credit for consumers, pose real challenges for credit providers. The reduction in the maximum interest rate chargeable on unsecured loans came into effect on 6 May In addition, new draft regulations regarding the capping of costs on credit life and retrenchment insurance have been issued for comment. However, these new regulations should have a limited impact on Capitec s earnings its average book yield is in line with the new maximum rate and it only started charging credit life and retrenchment insurance for the first time this month at rates well within the new draft prescribed limits. The introduction of Capitec s credit card offering later this year will likely assist it in gaining further market share and will add another revenue stream for further growth. Competitors on the other hand, who in the past had levied interest on loans at the maximum rate and charged credit life and retrenchment insurance above the new cap, will struggle going forward. With a strong brand, a simple and cost-effective product, a conservative approach to credit and a healthy capital adequacy position, Capitec remains focused on the financial needs of South Africans. PSG remains a loyal Capitec supporter and we look forward to sharing in its continued success. Curro (58,3%) Simple and focused business model private schooling High barriers to entry capital intensive High growth potential Curro has less than 10% of the private school market and 0,34% of the total school market in South Africa the local private school market will grow substantially in the next 10 years Curro is the largest for-profit private school group in Africa, operating 47 campuses with 110 schools and learners. Curro is changing the private school industry, with only 20% of learners paying more than R4 000 per month, while 30% of learners pay less than R2 000 per month. With only 0,34% of the total school market occupied by Curro, there is significant room for further growth as Curro continues to pursue its 2020 target of 80 campuses/200 schools with learners. ANNUAL REPORT

10 CHAIRMAN S LETTER continued Curro reported pleasing results for the financial year ended 31 December 2015 with headline earnings having increased by 79% to R100m. Education remains key to South Africa s long-term growth and wellbeing. When a business has such exciting growth prospects and contributes to society in a positive way, supporting them is easy. Curro will raise R1,071bn in cash by means of a rights issue this month to help fund further development and acquisition opportunities. PSG has underwritten the rights issue and will invest at least R624m in Curro. PSG Konsult (61,9%) Simple and focused business model the provision of financial advisory and insurance services Key competitive advantage an extensive distribution platform across the country High growth potential significant growth potential given its current market share: less than 5% of the wealth management market less than 2% of the asset management market less than 1% of the short-term insurance market With 206 advisory offices and 711 advisors nationwide, PSG Konsult continues to increase its footprint across South Africa, playing a large role in ensuring PSG remains a household name. The legal and regulatory environment within the industry has become increasingly onerous, which bodes well for our unique 70/30 revenue-sharing model in terms of which the advisor receives 70% of revenue and PSG Konsult 30%. In return, PSG Konsult is responsible for marketing and maintaining the brand, and manages all the necessary compliance, financial and administrative functions on the advisors behalf. This model ensures that the PSG Konsult offices remain owner-driven and allows the advisors to focus on what they do best. PSG Konsult is equity-market dependent and despite the challenging economic climate, continued to produce pleasing results. It reported solid growth with a 19% increase in recurring headline earnings per share for the financial year ended 29 February 2016, emanating from strong growth by the PSG Wealth and PSG Insure divisions. Despite the decline in the local equity market in the past financial year, PSG Konsult managed to increase its total assets under management by 16% to R154bn. PSG Konsult has a talented, committed management team who is determined to continue growing the business in years to come. Zeder (34,6%) Simple and focused business model investment in food and related business Strong and focused management throughout the underlying investments Zeder continued to effectively execute our Project Internal Focus strategy within its portfolio of companies in the past financial year. The drought, constrained consumer spending and currency volatility resulted in a challenging trading environment for food and related business in general. However, despite these challenges, Zeder managed to increase its recurring headline earnings per share by 20% and dividend per share by 64%, with the majority of the underlying investments having contributed to the improved performance. During the 2016 financial year, Zeder s share price consistently traded 20% to 40% below its SOTP value per share, largely due to the existing PSG management fee structure. PSG has been working hard to find an alternative 8 PSG GROUP LTD

11 CHAIRMAN S LETTER continued to the existing fee structure, that is fair to both Zeder and PSG shareholders. Such alternative will be presented to shareholders in due course for formal approval. Although trading conditions are likely to remain challenging, Zeder will attempt to capitalise on acquisition opportunities it may present. PSG Private Equity (100%) High growth potential early-stage investments in high growth sectors PSG Private Equity serves as an incubator for the businesses of tomorrow by investing in companies with high growth potential. Its investment portfolio currently consists of 10 companies spanning across various industries and in different stages of maturity. Currently, energy (Energy Partners) and education (Impak) are considered priority industries as we believe they offer significant growth prospects and have the potential for listing. Project Internal Focus has played its part in ensuring that the portfolio companies are well capitalised, have good management in place and are positioned to deliver on its growth potential. PSG Private Equity reported encouraging results for the year under review with a 75% increase in recurring headline earnings per share, albeit from a low base following challenging trading conditions at select investments in the prior year. Dipeo (49%) Black Economic Empowerment ( BEE ) remains integral to South Africa and is an important part of PSG. The Stellenbosch BEE Education Trust (of which all beneficiaries are black individuals) owns 51% of Dipeo, with PSG owning the remaining 49%. PSG has provided Dipeo with R800m in preference share funding to acquire select investments, the most significant being interests of 6% in Curro, 4,4% in Pioneer Foods, 4% in Quantum Foods and 20% in Kaap Agri. These investments are all subject to BEE lock-in periods. The Stellenbosch BEE Education Trust will use its share of the value created from these investments to fund gifted but needy black students education. As at 29 February 2016, Dipeo s SOTP value amounted to R1,1bn. OUR CONTRIBUTION TO SOCIETY Education is the most powerful weapon which you can use to change the world. Nelson Mandela PSG subscribes to the notion that a great company can never be a drag on society. We contribute to the development and upliftment of South Africans by creating jobs and contributing by way of paying our taxes, donations and sponsorships. We believe in the multiplier effect of investing in and supporting education, and therefore we are involved in the following education-related initiatives: The PSG Group Bursary Loan Scheme at the University of Stellenbosch We started this initiative in 2007 when PSG and I each donated PSG shares, and we have since offered financial support to a number of gifted but needy students. Their fields of study include medicine, law, actuarial science, accounting and investment management. To date, 59 students have been funded through this scheme, with bursaries totalling R2,9m. Akkerdoppies PSG continues to financially support this pre-primary school, which is part of the Sibusisiwe charity. Akkerdoppies is committed to early childhood development, and provides essential education and skills to children from the disadvantaged communities of Stellenbosch. The school is attended by 160 children and now employs 19 people. We are committed to a long-term relationship with this initiative and anticipate a significant positive contribution to the community. ANNUAL REPORT

12 CHAIRMAN S LETTER continued Curro Following the aforementioned rights issue, PSG would have invested in excess of R2,3bn cash in Curro, which plays an important part in educating the South African youth. With the existence of Curro, government can increase its focus on those areas where the availability and quality of education are particularly poor, and in so doing provide proper educational facilities to the disadvantaged. It is with this in mind that we urge government to work alongside Curro, and consider implementing a school voucher system, which has proven to be very successful abroad. Vouchers could be issued by government to subsidise Curro fees. This would relieve pressure on government given the schooling backlog. Curro has also offered extensive bursaries of approximately R28m to its learners. Impak This company provides grade R to 12 educational products and services to home scholars and learners enrolled at its 418 support centres across the country. Through our investment in this company, we look to further contribute to education in South Africa while also creating business opportunities for entrepreneurs/educators who wish to open a support centre embracing their passion for education while building a profitable business. We are excited about the growth prospects for this alternative form of education. Stellenbosch BEE Education Trust We established and initially funded the Stellenbosch BEE Education Trust with R102m in funding, which was subsequently repaid in full. The trust owns 51% in aforementioned Dipeo, which in turn holds interests in various investments associated with PSG. We look forward to seeing this trust assist previously disadvantaged learners in obtaining quality education. PSG BEE Trust This trust owns 2,5m PSG Group shares and has R5m in cash. This cash, together with future PSG Group dividends, will be used to grant bursaries to disadvantaged learners. It is anticipated that the PSG BEE Trust will fund more than 100 disadvantaged Curro learners next year alone. It is evident from the aforementioned that PSG makes a significant direct contribution to society. However, as an investment holding company, with each of our underlying investments also having various social development initiatives, we also make a substantial indirect contribution to society. Below are some of the corporate social investment (CSI) projects undertaken by investee companies: Kaap Agri Kaap Agri s CSI projects focus on training and skills development. Through the Kaap Agri Academy, the company runs a Farmer Development Programme that trains approximately 25 students per year who are emerging farmers in the Western and Northern Cape. Since its inception, the academy has already produced two AgriSETA award winners for Best Performing Learner of a Skills Programme. The top student for 2015 was selected as the vice chairperson of Grain SA. The academy also trains farm workers in various practical skills including welding, chemical handling, equipment maintenance and productivity management. The company offers bursaries and scholarships to students studying agricultural sciences at the University of Stellenbosch, the Cape Peninsula University of Technology (CPUT) and other selected schools. 34 learners are currently benefiting from this programme. Kaap Agri s Care & Grow initiative is aimed at making a difference in the communities within which it conducts its business. This outreach by its various business outlets and employees, is shared with stakeholders in a company newsletter called Care & Grow. In 2014, Media24 recognised Kaap Agri s contributions to society by awarding them the top prize in the Unlisted Company Corporate Social Responsibility Investment Awards. 10 PSG GROUP LTD

13 CHAIRMAN S LETTER continued Capespan Capespan follows an integrated approach in developing its CSI initiatives, based on its assessment of the socio-economic, health and educational needs of communities. CSI initiatives are developed in partnership with local communities, local government and industry stakeholders. CSI projects include support to: Place of Mercy Pre-school Centre, Eastern Cape Province; Thembalethu HIV/Aids Trust, Eastern Cape Province providing community preventative health and educational programmes to high school learners; Eastern Cape Occupational and Primary Health Care programme, in partnership with local government and export fruit producers; Partners for Possibility (#P4P500) an Education Leadership Development Programme in partnership with Symphonia for South Africa; Early language and literacy development of children from historically disadvantaged communities in South Africa, in partnership with Wordworks; Financial support to schools located in key fruit production and needy rural areas; Northern Cape Province Occupational and Primary Health Care programme, in partnership with the local government; School Aid UK and RSA, in partnership with Capespan UK and Maersk Shipping Line; and Various community life skills, sport and socio-economic development projects in rural areas and/or needy communities. Staff volunteering is supported by funding allocations based on welfare/ngo projects nominated or sufficiently motivated for, but not covered by the company s CSI mandate. This expands the reach of the company to beyond what can be done at a corporate level. In 2015, approximately people benefited from projects developed and supported as part of the company s CSI initiatives. Zaad Agricol and Klein Karoo Seed Marketing continue its involvement in training and mentoring of small farmers across South Africa. Currently the projects provide training and supply equipment and resources to 147 small farmers. Several additional CSI projects are at an advanced stage of planning. It is estimated that these projects will increase the number of small farmers to approximately 400. Pioneer Foods Pioneer Foods is involved in various community projects in education, environment and food security. These projects focus on vulnerable groups, such as women and youth in township and rural communities. Pioneer Foods also invests in feeding schemes. Below are a few of the CSI projects: Mbekweni Youth Centre financial assistance of R7,7m for the construction of the Mbekweni Youth Centre; World Wildlife Fund South Africa 395 hectares of invasive alien plants have been cleared since February 2014; Heart of Kayamandi township agricultural hub with the capacity to produce approximately vegetable bunches every year; School Breakfast Nutrition Programme breakfast cereals are provided to over learners in 10 primary schools; The African Children s Feeding Scheme about children benefited from milk purchased to support 13 feeding centres in Soweto and the surrounding informal settlements; and Food Rescue Projects include donations to organisations such as Foodbank, as well as CEO contributions (e.g. Ebola Fund and Tyranus Church). ANNUAL REPORT

14 CHAIRMAN S LETTER continued Capitec Capitec s primary CSI focus is on improving financial literacy and education through the Capitec Foundation, an independent non-profit organisation. The foundation operates a bursary fund that targets public school learners in grades 10 to 12, with mathematics as a matric subject. The bursaries cover tuition fees for one year. A major project sponsored by the foundation is the Ikamva Youth initiative. This is a volunteer-based group that gives high school learners access to skills, networks and resources that enable them to reach tertiary education and employment opportunities post-matriculation. While more than half of the volunteers are ex-learners, Capitec employees also volunteer their time to this initiative. The educate revision programme for grade 12 learners provides learners from disadvantaged backgrounds revision tutoring in mathematics and science. During 2015, learners from 116 public schools participated in the programme. Through Capitec s 5-week training programme, 200 to 240 employees (mostly matriculants from humble backgrounds) are trained each month. Given Capitec s rapid growth, more than people have been trained to date. PSG Konsult PSG Konsult invests in educational and social programmes that create future employment and economic empowerment prospects. Below are a few of the CSI projects: Adopt-a-School Foundation during the year under review, PSG Konsult adopted two schools and has committed to increase the contribution towards more schools during the 2017 financial year; Childcare and children homes centres and homes are provided with monthly food parcels and funding; ASISA Enterprise Development Fund initiative aimed at driving job creation and economic growth. PSG Konsult has invested R10m in this fund; Bursary and internship programme this programme is open to students from previously disadvantaged backgrounds. PSG Konsult currently has 17 interns in this programme and a further four interns will be appointed in the next few months; Santam Industry Development Programme aims to train previously disadvantaged individuals in the short-term insurance environment. As part of this programme, PSG Konsult is providing training to 11 individuals within its short-term administration and Western business units. PSG Private Equity The investee companies under PSG Private Equity run various projects and make a wide range of contributions in the communities and areas in which they operate. The prevalent themes relate to early childhood development and care, education (particularly pre-school and primary) and youth development. BOARD OF DIRECTORS AND PSG EXCO The PSG board comprises three executive and 11 non-executive directors. I serve as the non-executive chairman. Our board has a wealth of knowledge and experience and always acts with the best interest of all stakeholders at heart. Bridgitte Mathews is a new appointee to the board. She is a chartered accountant and will serve as an independent non-executive director. We welcome her and look forward to her contribution. PSG s day-to-day operations are managed by the senior executives, namely Piet Mouton (CEO), Wynand Greeff (FD) and Johan Holtzhausen (CEO: PSG Capital). They are talented, hardworking individuals with big ambitions for PSG. They have been with PSG for many years and I am excited to see them and their team grow PSG to new heights. 12 PSG GROUP LTD

15 CHAIRMAN S LETTER continued The PSG Executive Committee (Exco) is a subcommittee of the board and the chief operating decision-maker, and comprises the aforementioned three senior executives and myself as chairman. Our non-executive directors and Chemus Taljaard, our in-house tax advisor, are permanent invitees. The PSG Exco: Is responsible for determining and implementing the PSG strategy, as approved by the PSG board of directors; Acts as the PSG investment committee; Acts as the social and ethics committee; Is the appointed manager to Zeder; Manages PSG Private Equity; Acts as the PSG group treasurer, monitors and manages the capital requirements, gearing and liquidity of the group and allocates and invests the group s resources; Monitors the group s performance and provides strategic input and direction to the underlying companies; Is the custodian of good corporate governance throughout the group; and Assumes overall responsibility for the growth and performance of PSG. OUR FUTURE South Africa s forecast GDP growth for 2016 is below 1% compared to an average historical annual growth rate of 3% since Given rising inflation, we can expect further interest rate hikes, which will put additional pressure on the consumer, and ultimately the economy. However, PSG s companies are well positioned to weather the more challenging environment and to continue growing given their relatively small market share within their respective sectors. This, coupled with a strong balance sheet, should see PSG continue delivering above-market returns. A WORD OF THANKS PSG is a group of companies, consisting of a team of smart, talented individuals with complementary skills and a common goal of being the best. I would like to thank each and every one of my colleagues throughout the group for their hard work and devotion during the past year it remains a privilege to work with you. To my fellow directors and members of the PSG Exco thank you for your contribution to making PSG the success it is today. Last but not least thank you to all our clients, shareholders, family members and all other stakeholders your loyal support has allowed us to create significant value over the past 20 years. I turn 70 this year and have never been more excited about PSG s future than now! Jannie Mouton 13 May 2016 Stellenbosch ANNUAL REPORT

16 INVITATION TO PSG GROUP INVESTOR DAY Invitation Annual general meetings (AGMs) and investor presentations You are invited to our PSG Group Investor Day during which the various AGMs will be held and presentations made by our group companies on Friday, 24 June 2016, at Spier Wine Estate, Baden Powell Drive, Stellenbosch. The timetable is as follows: 08:30 Zeder Investments Ltd 09:20 Curro Holdings Ltd 10:30 Tea 11:00 PSG Konsult Ltd 12:00 PSG Group Ltd Lunch will be served after the PSG Group Ltd presentation. Kindly confirm your attendance with Sharon October at: Fax: Telephone: PSG GROUP LTD

17 BOARD OF DIRECTORS The boards of directors of PSG Group Ltd and PSG Financial Services Ltd are identical. EXECUTIVE WL (Wynand) Greeff (46) 1, 2 BCompt (Hons), CA(SA) Financial director Appointed 13 October 2008 JA (Johan) Holtzhausen (45) 1, 2 BIuris, LLB, HDip Tax Chief executive officer PSG Capital Appointed 13 May 2010 PJ (Piet) Mouton (39) 1, 2 BCom (Mathematics) Chief executive officer Appointed 16 February 2009 NON-EXECUTIVE JF (Jannie) Mouton (69) 1, 2 BCom (Hons), CA(SA), AEP Non-executive chairman Appointed 25 November 1995 FJ (Francois) Gouws (51) BAcc, CA(SA) Chief executive officer PSG Konsult Ltd Appointed 25 February 2013 MJ (Markus) Jooste (55) 4 BAcc, CA(SA) Chief executive officer Steinhoff International Holdings N.V. Appointed 25 February 2002 AB (Ben) la Grange (41) BCom (Law), BCom (Hons), CTA, CA(SA) Chief financial officer Steinhoff International Holdings N.V. Alternate director to Markus Jooste Appointed 30 July 2012 INDEPENDENT NON-EXECUTIVE PE (Patrick) Burton (63) 3, 4 BCom (Hons), PG Dip Tax Director of companies Appointed 19 March 2001 ZL (KK) Combi (64) Diploma in Public Relations Director of companies Appointed 14 July 2008 J de V (Jaap) du Toit (61) 3, 5 BAcc, CA(SA), CFA Director of companies Appointed 30 January 1996 MM (Thys) du Toit (57) 4 BSc, MBA Chief executive officer Rootstock Investment Management (Pty) Ltd Appointed 29 September 2009 B (Bridgitte) Mathews (46) 3 BCom (Hons), CA(SA), HDip Tax Consultant and director of companies Appointed 3 May , 3, 4 CA (Chris) Otto (66) BComLLB Director of companies Appointed 25 November Member of executive committee 2 Member of social and ethics committee 3 Member of audit and risk committee 4 Member of remuneration committee 5 Lead independent director JJ (Jan) Mouton (41) BAcc (Hons), CA(SA), MPhil (Cantab) Investment professional Appointed 18 April 2005 W (Willem) Theron (64) BCompt (Hons), CA(SA) Chairman PSG Konsult Ltd Appointed 2 March 2006 ANNUAL REPORT

18 Group structure 16 PSG GROUP LTD

19 GROUP STRUCTURE 100% R1,74bn nominal listed perpetual preference shares in issue 30,7% 58,3% 61,9% 34,6% DIPEO CAPITAL 100% 49% 100% 100% ANNUAL REPORT

20 Review of operations 18 PSG GROUP LTD

21 REVIEW OF OPERATIONS SOTP VALUE AND RECURRING HEADLINE EARNINGS When evaluating PSG s performance over the short to medium term, we focus on the growth in PSG s sum-of-the-parts (SOTP) value per share and recurring headline earnings per share. History confirms that PSG s share price tracks its SOTP value per share. Positive growth in PSG s SOTP value per share thus ultimately leads to an increase in the share price. However, an increase in PSG s SOTP value per share and share price over time will ultimately depend on sustained growth in the profitability of the underlying investments. Consequently, we use the recurring headline earnings per share concept to provide management and investors with a more realistic and transparent way of evaluating PSG s performance from an earnings perspective. Consolidated recurring headline earnings is calculated on a see-through basis throughout the group and is the sum of PSG s effective interest in that of each investment. The result is that investments in which PSG or an underlying company holds less than 20% and are generally not equity accountable in terms of accounting standards, are included in the calculation of our consolidated recurring headline earnings. Marked-to-market fluctuations and once-off items are excluded. SOTP VALUE The calculation of the SOTP value is simple and requires limited subjectivity as approximately 83% of the value is calculated using JSE-listed share prices, while other investments are included at market-related valuations. At 29 February 2016, the SOTP value per PSG share was R186,67 (2015: R163,28) a 32% compound annual growth rate (CAGR) over the last five years. At 4 May 2016, the SOTP value per share was R201, Feb 28 Feb 29 Feb 4 May % of Asset/liability Rm Rm Rm Rm total Capitec * Curro * PSG Konsult * Zeder * PSG Private Equity Dipeo (previously Thembeka) PSG Corporate (including PSG Capital) Other assets (including cash and preference share investments) ^ Total assets Perpetual preference share funding * (1 393) (1 411) (1 309) (1 358) Other debt ^ (615) (679) (949) (964) Total SOTP value Shares in issue (net of treasury shares) (m) 189,9 204,5 216,3 216,3 SOTP value per share (rand) 95,01 163,28 186,67 201,30 * Listed on the JSE Ltd SOTP value Valuation ^ Book value ANNUAL REPORT

22 REVIEW OF OPERATIONS continued Capitec remains PSG s largest investment comprising 39% (2015: 41%) of the SOTP value s total assets as at 29 February Capitec is also the major contributor to PSG s recurring headline earnings. RECURRING HEADLINE EARNINGS Change 2016 Year ended February Rm Rm % Rm Capitec Curro PSG Konsult Zeder PSG Private Equity Dipeo (previously Thembeka) (28) PSG Corporate (including PSG Capital) Other Recurring headline earnings before funding Funding (181) (177) (148) Recurring headline earnings Non-recurring items (250) Headline earnings (13) Non-headline items 47 (14) 113 Attributable earnings (5) Weighted average number of shares in issue (net of treasury shares) (m) 183,0 192, ,7 Earnings per share (cents) Recurring headline 448,8 593, ,8 Headline 553,2 818,6 (19) 666,2 Attributable 578,5 811,3 (11) 721,1 Dividend per share (cents) 133,0 200, ,0 Recurring headline earnings increased by 33% to 787,8 cents per share following strong growth from PSG s core investments. Headline earnings decreased by 19% to 666,2 cents per share as a result of a non-recurring headline loss emanating from PSG Konsult s settlement of a legacy tax matter, and the incurrence of unrealised markedto-market losses on Dipeo s (previously Thembeka) listed share portfolio in contrast to significant unrealised marked-to-market profits achieved thereon in the prior year. 20 PSG GROUP LTD

23 REVIEW OF OPERATIONS continued SIGNIFICANT TRANSACTIONS The following significant transactions were undertaken during the past financial year: PSG raised R267m in cash through the issue of 1,3m ordinary shares at R198 per share by means of a private placement in May 2015, and a further R2,2bn through the issue of 9m ordinary shares at R245 per share by means of a bookbuild in December 2015; PSG borrowed R480m by increasing an existing redeemable preference share facility from R450m to R930m for a five-year term at a fixed nacm-rate of 8,325% p.a.; PSG invested R438m in cash in the Curro rights offer to fund further expansion; Zeder successfully concluded the Capespan scheme of arrangement valued in excess of R500m by acquiring the remaining 25% interest held by minority shareholders other than Capespan management through the issue of Zeder shares; and Following the aforementioned Zeder share issue, PSG s interest in Zeder diluted to 32%. PSG subsequently increased its shareholding to 34,6% at an average price of R5,78 per share for a cash consideration of R231m. Chief executive officer Financial director Gerrie Fourie André du Plessis 30,7% Capitec is a South African retail bank focused on providing easy and affordable banking services to its clients via the use of innovative technology. Everything Capitec does is based on simplicity, affordability, accessibility and personal service. Financial results year ended February Headline earnings (Rm) HEPS (cents) Growth in HEPS (%) Dividend per share (cents) Dividend cover ratio 2,6x 2,6x 2,6x Return on equity (%) Gross loans and advances (Rm) Value of loans advanced (Rm) Repayments (Rm) Loans past due (arrears) (Rm) Arrears to gross loans and advances (%) 6,5 5,4 5,6 Provisions for doubtful debts (Rm) Arrears coverage ratio (%) Net transaction fee income (Rm) Net transaction fee income as percentage of operating expenses (%) Number of active clients ( 000) Number of branches Number of employees ANNUAL REPORT

24 REVIEW OF OPERATIONS continued Capitec delivered exceptional financial results despite the tough environment experienced by the banking sector, with a 26% increase in headline earnings per share. Client numbers and net transaction fee income Active clients increased by 1m to 7,3m, while primary banking clients (those clients who make regular deposits, mainly salaries) increased by 0,6m to 3,3m. According to the independent AMPS survey for the period to June 2015, 20,6% of South Africans regarded Capitec as their primary bank, up from 18,9% for the period ended 31 December The growth in client numbers, combined with increased activity per client, resulted in net transaction fee income increasing by 16% to R3bn (despite the reduction in card processing fees earned since March 2015), now covering 66% of operating expenses (2015: 65%). Credit Capitec managed to grow its gross loan book by R4,6bn to R40,9bn, while maintaining conservative provisioning and bad debt write-off policies. The level of provisions to arrears increased from 196% in 2015, to 223% in After 90 days in arrears, Capitec considers a loan bad and writes it off in full. In addition, Capitec improved its bad debt recoveries by 42% to R854m. The average term of the outstanding book decreased from 43 months as at 28 February 2015, to 40 months as at 29 February Capital/liquidity Capitec s return on equity increased to 27%. It remains well capitalised and has a prudent capital adequacy ratio of 34,9%. Capitec is conservatively leveraged with total assets at five times equity. Its diversified funding base comprises a healthy blend of wholesale fixed, retail fixed and call deposits. Capitec has a high level of liquidity with R25bn in cash and short-term funds, representing 39,7% of total assets. It is fully compliant with the Basel 3 liquidity ratios. PSG remains a loyal supporter of Capitec and looks forward to its continued success. Capitec s comprehensive results are available at 22 PSG GROUP LTD

25 REVIEW OF OPERATIONS continued 58,3% Chief executive officer Financial director Curro is a provider of private school education. Financial results year ended December * Headline earnings (Rm) HEPS (cents) 12,8 17,2 28,7 Growth in HEPS (%) Number of campuses Number of schools Number of learners Number of educators Learner/teacher ratio Total building size (m 2 ) * As at 31 January 2016 Chris van der Merwe Bernardt van der Linde Curro is the largest for-profit private school group in Africa, operating 47 campuses with 110 schools and learners. Curro reported pleasing results for the financial year ended 31 December 2015 with headline earnings per share having increased by 67%. With Curro occupying less than 10% of the private school market and only 0,34% of the total school market in South Africa, there is significant room for further growth as Curro continues to pursue its 2020 target of 80 campuses/200 schools with learners. Curro will raise R1,071bn in cash by means of a rights issue this month to help fund further development and acquisition opportunities. PSG has underwritten the rights issue and will invest at least R624m in Curro. Curro s comprehensive results for the year ended 31 December 2015 are available at ANNUAL REPORT

26 REVIEW OF OPERATIONS continued Chief executive officer Financial director Francois Gouws Mike Smith 61,9% PSG Konsult is a leading financial services company, delivering a broad range of financial services and products. It focuses on providing wealth management, asset management and insurance solutions to clients. Financial results year ended February Recurring headline earnings (Rm) Recurring HEPS (cents) 20,6 27,0 32,1 Growth in recurring HEPS (%) Assets under management (Rbn) Gross written premium (Rbn) 1,8 2,1 2,5 Number of advisors PSG Wealth Number of advisors PSG Insure With 206 advisory offices and 711 advisors nationwide, PSG Konsult has the largest independent advisor network in South Africa. PSG Konsult has a unique 70/30 revenue-sharing model in terms of which the advisor receives 70% of revenue and PSG Konsult 30%. In return, PSG Konsult is responsible for marketing and maintaining the brand, and manages all the necessary compliance, financial and administrative functions on the advisors behalf. This model ensures that the PSG Konsult offices remain owner-driven and allows the advisors to focus on what they do best. Given PSG Konsult s aforementioned service offering in a more onerous legal and regulatory environment, more advisors are joining the PSG Konsult network, with the number of advisors having increased by 8% in the past year. This trend will likely continue into the foreseeable future. PSG Konsult is equity market dependent and despite the challenging economic climate, continued to produce pleasing results. It reported solid growth with a 19% increase in recurring headline earnings per share for the financial year ended 29 February 2016, emanating from strong growth by the PSG Wealth and PSG Insure divisions. Despite the decline in the local equity market in the past financial year, PSG Konsult managed to increase its total assets under management by 16% to R154bn, with PSG Wealth and PSG Asset Management having had net inflows of R12bn and R4bn, respectively. We are excited about PSG Konsult s future growth potential given, inter alia, that it occupies less than 5% of the wealth management market, less than 2% of the asset management market, and less than 1% of the short-term insurance market. PSG Konsult s comprehensive results are available at 24 PSG GROUP LTD

27 REVIEW OF OPERATIONS continued Chief executive officer Managed by the PSG Exco Norman Celliers Zeder is a JSE-listed investment holding company focused on food and related business. 34,6% Financial results year ended February Recurring headline earnings (Rm) Recurring HEPS (cents) 30,6 35,3 42,4 Growth in recurring HEPS (%) SOTP value per share (rand) 5,26 9,18 8,03 Growth in SOTP value per share (%) (13) Dividend per share (cents) 4,5 5,5 9,0 Following the conclusion of the Zeder/Capespan scheme of arrangement, Zeder now owns an investment portfolio valued in excess of R14bn, with its 27,2% direct interest in Pioneer Foods representing approximately 66% of the total. Zeder s SOTP value per share decreased by 13% to R8,03 during the past financial year, largely due to a 21% decline in Pioneer Foods share price. The drought, constrained consumer spending and currency volatility resulted in a challenging trading environment for food and related business in general. However, despite these challenges, Zeder managed to increase its recurring headline earnings per share by 20% and dividend per share by 64%, with the majority of the underlying investments having contributed to the improved performance. Zeder s comprehensive results are available at ANNUAL REPORT

28 REVIEW OF OPERATIONS continued Chief executive officer Nico de Waal Managed by the PSG Exco PSG Private Equity focuses on early-stage investing in high growth sectors. 100% At 29 February 2016, PSG Private Equity s portfolio comprised the following investments: Investment Description PSG Private Equity serves as incubator to find the businesses of tomorrow by investing in companies with high growth potential. Management is actively searching for exciting new investment opportunities, while continuously refining the existing portfolio. PSG Private Equity reported encouraging results for the year under review with a 75% increase in recurring headline earnings per share, albeit from a low base following challenging trading conditions at select investments in the prior year. Given its nature, this portfolio is likely to yield volatile earnings, while providing significant optionality. Corporate action at PSG Private Equity (and its underlying investments) during the year under review included: Recapitalised and acquired an additional interest in Energy Partners for R54m; Recapitalised and acquired an additional interest in SNC for R1,8m; Disposed of our investment in Protea Foundry for R30m; and Disposed of our investment in Entrepo for R64m. Interest 2015 % 2016 % African Unity Group Life and related insurance 47,5 47,5 Alaris Holdings Antenna-related products 27,3 27,3 CA Sales Holdings FMCG distributor 50,9 51,2 CSG Holdings Construction support services 14,5 14,5 Energy Partners Energy saving solutions 54,0 57,0 Entrepo Unsecured lending 49,0 Sold Impak Correspondence learning 83,3 83,3 IT School Innovation Education solutions 47,0 47,0 Precrete Mine safety and support services 56,5 55,8 Protea Foundry Non-ferrous foundry 49,9 Sold SNC Nanofibre technology 28,5 30,6 Spirit Capital Leveraged buy-outs 47,0 46,8 26 PSG GROUP LTD

29 REVIEW OF OPERATIONS continued DIPEO CAPITAL 49% Dipeo, a BEE investment holding company, is 51%-owned by the Stellenbosch BEE Education Trust (of which all beneficiaries are black individuals), with PSG owning the remaining 49%. PSG has provided Dipeo with R800m in preference share funding to acquire select investments, the most significant being interests of 6% in Curro, 4,4% in Pioneer Foods, 4% in Quantum Foods and 20% in Kaap Agri. These investments are all subject to BEE lock-in periods. The Stellenbosch BEE Education Trust will use its share of the value created from these investments to fund gifted but needy black students education. As at 29 February 2016, Dipeo s SOTP value amounted to R1,1bn. Chief executive officer Corporate finance and advisory services Johan Holtzhausen 100% PSG Capital provides a complete range of corporate finance and advisory services to a broad spectrum of clients. It is a JSE-registered sponsor and designated advisor. Its fields of expertise include, inter alia, mergers and acquisitions, valuations and fairness opinions, capital raisings and listings, JSE and regulatory advice, private equity, BEE, corporate restructurings and debt origination. PSG Capital is the sponsor, designated advisor and debt sponsor to 36 JSE-listed companies and has numerous unlisted clients. PSG Capital has advised on publicly announced transactions in excess of R210bn over the last number of years. PSG Capital consistently ranks among the top performers from a DealMakers perspective across most categories. Its services and contact details are available at Chief executive officer Financial director Piet Mouton Wynand Greeff Investment management and treasury services 100% PSG Corporate is a profit centre. It acts as PSG s treasurer, allocates capital and determines and monitors the group s gearing, and is the appointed manager to Zeder. ANNUAL REPORT

30 STOCK EXCHANGE PERFORMANCE AND OUR TRACK RECORD STOCK EXCHANGE PERFORMANCE Year ended February Market price on the JSE Ltd (cents) High for the year Low for the year Closing Volume-weighted average Closing price per share/headline earnings per share (times) 26,1 16,7 16,1 12,8 14,4 14,1 8,8 22,3 Volume of shares traded ( 000) Value of shares traded (Rm) Volume-traded/weighted average shares in issue (%) 50,0 16,7 9,8 13,3 7,6 12,0 12,3 10,9 OUR TRACK RECORD Year ended February Headline earnings per share (cents) 666,2 818,6 553,2 480,2 326,2 306,7 249,2 65,3 Headline earnings (Rm) Recurring headline earnings per share (cents) 787,8 593,6 448,8 392,3 308,6 241,9 207,4 174,3 Recurring headline earnings (Rm) Distribution per share (cents) Normal 300,0 200,0 133,0 111,0 82,0 67,0 42,0 57,0 Special 200,0 Ordinary shareholders equity (Rm) Net asset value per share (cents) Total assets (Rm) Market capitalisation (gross of treasury shares) (Rm) Number of shares ( 000) Issued Treasury shares (16 543) (18 004) (24 666) (24 440) (23 111) (24 001) (23 959) (21 559) Net Weighted average Return on equity (based on headline earnings) (%) 11,6 18,7 15,8 16,3 13,6 15,7 15,1 3,6 Return on equity (based on recurring headline earnings) (%) 13,7 13,5 12,8 13,3 12,9 12,4 12,6 9,7 28 PSG GROUP LTD

31 STOCK EXCHANGE PERFORMANCE AND OUR TRACK RECORD ,1 5,2 6,4 7,8 5,0 7,4 3,4 4,4 8,3 13,6 32,3 17,9 16, ,5 30,1 13,7 45,1 50,3 35,5 38,5 36,8 33,1 31,7 32,2 35,7 101, ,1 519,3 351,8 90,0 76,3 70,7 141,0 150,3 120,6 85,9 47,3 25,5 14, , ,5 90,0 67,5 45,0 30,0 20,0 50,0 45,0 36,0 25,0 70,0 200, (20 386) (20 133) (17 015) (17 619) (10 000) ,0 42,1 66,3 27,7 12,8 7,7 14,9 18,0 19,1 14,0 11,3 23,8 88,6 7,5 ANNUAL REPORT

32 VALUE ADDED STATEMENT VALUE ADDED Rm % Rm % Total income (including revenue from sale of goods) Dividends received from associates Total expenses (excluding employee costs, depreciation and amortisation) (14 603) (12 327) Non-recurring items Impairment charges Other (36) (7) VALUE ALLOCATED To employees Salaries, wages and other benefits To providers of capital Finance costs Dividends paid Owners of the parent Non-controlling interests To governments Normal tax on companies To expansion and growth Depreciation and amortisation Retained earnings PSG GROUP LTD

33 GROUP EMPLOYEE STATISTICS GENDER Number % Male Female RACE Black (African, Coloured and Indian) White Other (mainly Asian) EDUCATION Up to grade Grade Post-grade 12 (e.g. diploma/certificate) University degree Postgraduate university degree or professional qualification HIERARCHY Executive directors Senior management Middle/junior management Operational Support TOTAL NUMBER OF EMPLOYEES Statistics relate to permanent employees of subsidiaries as at 29 February 2016 and exclude employees of associates and joint ventures. Female: White: Other: 262 1% 44% 33% 56% 66% Male: Black: ANNUAL REPORT

34 Corporate governance report 32 PSG GROUP LTD

35 CORPORATE GOVERNANCE REPORT PSG Group Ltd ( PSG Group, the company or the group ) is committed to the principles of transparency, integrity, fairness and accountability as also advocated in the King Code of Governance Principles ( King III ). Accordingly, PSG Group s corporate governance policies have in all material respects been appropriately applied during the year under review. The board does not consider application of all the principles contained within King III appropriate for PSG Group. Where specific principles of King III have not been applied, explanations for these are contained within this section of the annual report. A detailed analysis of the group s compliance with King III is available at The group s major subsidiaries and associated companies are similarly committed having, inter alia, their own audit, risk and remuneration committees. BOARD OF DIRECTORS Details of PSG Group s directors are provided on page 15 of this annual report. The board met four times during the year under review. The attendance at these meetings is set out in the table below: Director 15 Apr Jul Oct Feb 2016 PE Burton ZL Combi J de V du Toit MM du Toit FJ Gouws WL Greeff JA Holtzhausen MJ Jooste (Alt: AB la Grange) JF Mouton (chairman) JJ Mouton PJ Mouton CA Otto W Theron X Present X Absent with apology PSG Group s memorandum of incorporation requires a minimum of one third of the non-executive directors of the company, as well as non-executive directors having served three consecutive years without rotating, to retire by rotation and to offer themselves for re-election by shareholders at the annual general meeting. In addition thereto, the appointment of new directors should be confirmed by shareholders at the first annual general meeting following their appointment. In accordance with the company s memorandum of incorporation, Messrs ZL Combi, J de V du Toit, MM du Toit, JF Mouton and W Theron will retire and offer themselves for re-election by shareholders. In accordance with the company s memorandum of incorporation, the appointment of Ms B Mathews will be presented to shareholders for confirmation. Executive directors are appointed by the board, with the assistance of the nomination committee, for periods as the board deems fit, and on such further terms as are set out in their letters of appointment. Where appropriate, the chief executive officers and executive directors of subsidiary and associated companies have entered into service contracts with those subsidiary and associated companies. PSG Group is an investment holding company with limited day-to-day operations. There is a clear division of responsibilities at board level to ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making, with the majority of directors being non-executive. King lll recommends that the majority of non-executive directors be independent. Although only certain of the non-executive directors are independent as defined by King III, all of the non-executive directors are independent of thought and action. Having considered the matter, the board is accordingly satisfied, as stated previously, that its current composition ensures a balance of power and authority. ANNUAL REPORT

36 CORPORATE GOVERNANCE REPORT continued Mr JF Mouton fulfils the role of non-executive chairman and Mr PJ Mouton the role of chief executive officer. Mr JF Mouton is not classified as independent in terms of King III because of his substantial indirect shareholding in PSG Group. Mr J de V du Toit serves as lead independent director of PSG Group. The PSG Group Nomination Committee considers and recommends appropriate appointments of directors to the board. The appointment of new directors to the board is a matter for the board as a whole and is conducted in a formal and transparent manner. The induction of directors is not conducted through a formal process. This has not been necessary to date as new appointees have been familiar with the group s operations and the environment in which it operates. Consideration will be given to an induction programme for future appointees to the board, should this become necessary. The board does not conduct formal appraisals of its members and committees. However, the efficiency of the board and its committees is continuously assessed. The vast majority of the directors are shareholders in the company. The board s key roles and responsibilities include, inter alia, the following: Promoting the interests of stakeholders; Formulation and approval of strategy; Retaining effective control; and Ultimate accountability and responsibility for the performance and affairs of the company. The board has appointed the following committees to assist it in the performance of its duties: Executive committee; Remuneration committee; Nomination committee; Audit and risk committee; and Social and ethics committee. PSG GROUP BOARD Quarterly PSG Exco Two-weekly, or as required Remuneration Committee Annually Nomination Committee As required Audit and Risk Committee Biannually Social and Ethics Committee Allocation and investing of the group s resources 34 PSG GROUP LTD

37 CORPORATE GOVERNANCE REPORT continued EXECUTIVE COMMITTEE The PSG Group Executive Committee ( PSG Exco ) comprises Messrs JF Mouton (non-executive chairman), PJ Mouton (chief executive officer), WL Greeff (financial director) and JA Holtzhausen (executive). Mr JC Taljaard (tax advisor) attends the PSG Exco meetings as a permanent invitee, while there is a standing invitation for non-executive directors to attend. The PSG Exco meets regularly, usually every two weeks, and is primarily responsible for the allocation and investing of the group s resources, including capital. The major operating subsidiaries and associated companies all operate on similar principles. REMUNERATION COMMITTEE The remuneration committee comprises Messrs MJ Jooste (chairman), PE Burton, MM du Toit and CA Otto. These members are all non-executive directors, with a majority being independent. The committee met once during the past year on 23 February 2016 and all members were present. Each major group subsidiary and associated company has its own remuneration committee. The remuneration committee is primarily responsible for overseeing the remuneration and incentives of the executive directors and key management, as well as providing strategic guidance to the other remuneration committees in the group. Remuneration packages are benchmarked annually and the remuneration committee takes cognisance of both local and international best remuneration practices in order to ensure that remuneration is fair and reasonable to both the employee and the company. Remuneration packages comprise guaranteed pay on a cost-to-company basis, performance-based short-term incentives (annual discretionary bonuses based on meeting personal and company performance criteria) and long-term incentives (share options). Executive directors remuneration is set out on page 44 of this annual report. Due to the limited number of individuals employed at group level, disclosure of the remuneration of the three highest paid employees who are not directors is not deemed to be appropriate as such information is sensitive to peer review and adds no value to stakeholders. NOMINATION COMMITTEE The nomination committee comprises Messrs JF Mouton, PE Burton, J de V du Toit, MM du Toit, MJ Jooste and CA Otto, all being non-executive directors, with the majority being independent. The nomination committee meets when required and, as previously stated, is responsible for assisting the board with the appointment of directors by making appropriate recommendations in this regard. AUDIT AND RISK COMMITTEE The audit and risk committee comprises three independent non-executive directors, namely Messrs J de V du Toit (chairman), PE Burton and CA Otto. The committee met twice during the past financial year: Director 13 Apr Oct 2015 PE Burton J de V du Toit (chairman) CA Otto Present A report by the PSG Group Audit and Risk Committee has been provided on page 40 of this annual report. The audit and risk committee operates in accordance with a board-approved charter, which is available from the company secretary for inspection. Once a year, the members of the audit and risk committee attend a training course regarding any new legal, regulatory and/or financial developments which may affect their roles and responsibilities as members of the audit and risk committee. Mr J de V du Toit has been the chairman of the audit and risk committee for the past seven years, while Messrs PE Burton and CA Otto have served as members for nine years and four years, respectively. ANNUAL REPORT

38 CORPORATE GOVERNANCE REPORT continued SOCIAL AND ETHICS COMMITTEE The PSG Group Social and Ethics Committee, which comprises the members of the PSG Exco and Mr CA Otto (chairman), is responsible for monitoring the company s activities, having regard to any relevant legislation, legal requirements and prevailing codes of best practice with matters relating to inter alia: Social and economic development; Good corporate citizenship; The environment, health and public safety; Consumer relationships; and Labour and employment. The PSG Group Social and Ethics Committee is satisfied with the social and ethical matters relating to PSG Group and its subsidiaries. COMPANY SECRETARY PSG Corporate Services (Pty) Ltd is the company secretary of PSG Group. The company secretary acts as conduit between the board and the group. The company secretary is responsible for board administration, liaison with the Companies and Intellectual Property Commission and the JSE. Board members also have access to legal and other expertise, when required and at the cost of the company, through the company secretary. The company secretary has to date maintained a professional relationship with board members, giving direction on good governance and independent advice as and when required. The audit and risk committee has reviewed, through discussion and assessment, the qualifications, experience and competence of the individuals employed by the company secretary and has noted that the company secretary performed all formalities and substantive duties timeously and in an appropriate manner. The board is satisfied that an arm s length relationship exists. The certificate that the company secretary, being represented by Mr A Rossouw, is required to issue in terms of section 88(2)(e) of the Companies Act is on page 41 of this annual report. RISK MANAGEMENT AND INTERNAL CONTROL The board acknowledges that it is accountable for the process of risk management and the system of internal control of the group. Each group company has its own board of directors who is responsible for the risk management and internal control of that company and its business. Detailed risk assessments and management plans have been implemented throughout the group to ensure that risk is properly managed. The board, on recommendation by the audit and risk committee, concluded that the system of internal control and the risk management process were effective for the financial year under review. The group operates in a highly regulated environment. Compliance officers have been appointed at each of the group s key operating subsidiary and associated company levels to ensure compliance with legislation and codes that govern the group s day-to-day operations. INTERNAL AUDIT On the recommendation of the audit and risk committee, the board has decided not to establish an internal audit function at group level given that the board has satisfied itself that, where appropriate, subsidiary and associated companies have their own internal audit departments and that the current systems of internal control and risk management for the group are effective. 36 PSG GROUP LTD

39 CORPORATE GOVERNANCE REPORT continued GOVERNANCE OF INFORMATION TECHNOLOGY PSG Group has an appointed information technology ( IT ) manager who is responsible for IT governance at group level. All the major subsidiary and associated companies are responsible for IT governance in their respective business environments. As IT does not play a significant role in the sustainability of our business at a group level due to its nature and size, the investment and expenditure in IT at group level are immaterial. The board is accordingly satisfied that the current system of IT governance at group level is appropriate. INTEGRATED REPORTING AND DISCLOSURE PSG Group is an investment holding company that rarely gets involved in the day-to-day management of its underlying investments. Part of our philosophy is to invest in companies with strong management. We therefore rely on them to apply the principles of King III regarding integrated reporting and disclosure, to the extent appropriate, to their business. PSG Group applies the principles of integrated reporting at group level to the extent that such are considered appropriate. SUSTAINABILITY Stakeholder relations PSG Group subscribes to the principles of objective, honest, timeous, balanced, relevant and understandable communication of financial and non-financial information to stakeholders. PSG Group has a dedicated team addressing enquiries from stakeholders. The group acknowledges the task and responsibility of regulators, and our relationships with them are maintained in a businesslike manner frank, open and with mutual respect. Safety, health and environment PSG Group is committed to ensuring that employees work in a safe, healthy and clean environment. Our activities do not have an adverse effect on the environment. We encourage all our people to live healthy lifestyles and act responsibly at all times. Social responsibility PSG Group s social responsibility areas of endeavour are socio-economic, the youth and education in a wide sense. The long-term aim is to make a contribution to the advancement of stability in South Africa. Education is one of the most basic needs of society. We thoroughly believe that an educated community will sustainably improve the long-term well-being of society. PSG Group has therefore directed its corporate social investment efforts at supporting education on various levels. PSG Group also subscribes to social upliftment through BEE and supports same, having invested in various BEE initiatives. PSG Group furthermore pays all its taxes regularly and encourages government to spend its receipts responsibly. PSG Group has no political affiliations. Refer to the chairman s letter on page 2 of this annual report for more details regarding PSG Group s Corporate Social Investments. Human resources PSG Group regards its people as the most important element of its business. It is therefore important to make the best use of the human capital we have available. All employees are encouraged and motivated to better themselves through training and study. Training programmes initiated by companies in the group are regarded as an essential element of PSG Group s investment in human capital. ANNUAL REPORT

40 CORPORATE GOVERNANCE REPORT continued Employee participation In order to retain and attract entrepreneurs, the group has a philosophy of encouraging management and key employees in the group to acquire a meaningful interest in the group and/or its underlying businesses. A significant percentage of employees are shareholders in PSG Group, participants in the share incentive schemes and shareholders in subsidiary and associated companies. Employees are co-owners of the business and are treated as such, with transparent communication being a priority. Employment equity The group is representative of all the people in South Africa. PSG Group subscribes to the principle of equal opportunity. Group companies have set their own targets and specific action plans. Ethics PSG Group s code of ethics commits the group to maintaining high ethical and moral codes of conduct in its professional and social dealings. This is ingrained in the culture of the group. Products and product development PSG Group acts as investor for own account and as financier for the group. Subsidiary and associated companies develop their own specialist product ranges across a diverse range of industries, which include banking, education, financial services, food and related business, and private equity. The group also provides legal, taxation, financial and regulatory support and advice to listed and non-listed clients. Distribution Each underlying company has its own distribution channel. These channels are based on one-to-one, one-tomany, internet, or professional intermediary networks according to its products and client profile. A significant volume of cross-selling into the various client bases is already taking place and continues to be a priority for growth. Financial Sector Charter The group endorses the principles of the Financial Sector Charter and its implementation is overseen by senior management in the group. Financial reporting PSG Group provides financial reports to its shareholders twice a year. Details regarding significant transactions undertaken are reported as required by the JSE Listings Requirements. 38 PSG GROUP LTD

41 Summarised consolidated financial statements These summarised consolidated financial statements comprise a summary of the audited consolidated annual financial statements of PSG Group Ltd. The consolidated annual financial statements, including these summarised consolidated financial statements, were compiled under the supervision of the group financial director, Mr WL Greeff, CA(SA), and were audited by PSG Group Ltd s external auditor, PricewaterhouseCoopers Inc. The consolidated annual financial statements, including the unmodified audit opinion, are available on PSG Group Ltd s website at or may be requested and obtained in person, at no charge, at the registered office of PSG Group Ltd during office hours. ANNUAL REPORT

42 CONSOLIDATED FINANCIAL STATEMENTS continued REPORT OF THE AUDIT AND RISK COMMITTEE The audit and risk committee ( the committee ) reports that it has considered the matters set out in the Companies Act, and is satisfied with the independence and objectivity of the external auditor, PricewaterhouseCoopers Inc. The committee has considered and approved the fees payable to the external auditor and is satisfied with the extent of non-audit-related services performed. The committee also acted as the statutory audit committee of certain public company wholly-owned subsidiaries that are legally required to have such a committee. The committee has satisfied itself that the financial function, including the financial director, has the appropriate expertise, experience and resources, and is satisfied that the internal financial controls of the company are working effectively. A board-approved audit and risk committee charter stipulating, inter alia, the committee s composition, duties and responsibilities, has been adopted. The committee is satisfied that it complied with the responsibilities as set out in the audit and risk committee charter as well as relevant legal and regulatory responsibilities. Based on the information and explanations given by management and discussions with the independent external auditor regarding the results of their audit, the committee is satisfied that there was no material breakdown in the internal financial controls during the financial year under review. The committee has evaluated the annual financial statements of the company and group for the year ended 29 February 2016, as well as these summarised consolidated financial statements and, based on the information provided to the committee, considers that the company and group complies, in all material respects, with the requirements of the Companies Act and International Financial Reporting Standards. J de V du Toit Chairman 13 May 2016 Stellenbosch 40 PSG GROUP LTD

43 CONSOLIDATED FINANCIAL STATEMENTS continued DECLARATION BY THE COMPANY SECRETARY We declare that, to the best of our knowledge, the company has lodged with the Registrar all such returns and notices as are required of a public company in terms of the Companies Act, and that all such returns and notices are true, correct and up to date. PSG Corporate Services (Pty) Ltd Per A Rossouw Company secretary 13 May 2016 Stellenbosch ANNUAL REPORT

44 CONSOLIDATED FINANCIAL STATEMENTS continued APPROVAL OF ANNUAL FINANCIAL STATEMENTS The directors are responsible for the maintenance of adequate accounting records and to prepare annual financial statements that fairly represent the state of affairs and the results of the company and group. The external auditor is responsible for independently auditing and reporting on the fair presentation of the annual financial statements. Management fulfils this responsibility primarily by establishing and maintaining accounting systems and practices adequately supported by internal accounting controls. Such controls provide assurance that the group s assets are safeguarded, that transactions are executed in accordance with management s authorisations and that the financial records are reliable. The annual financial statements are prepared in accordance with International Financial Reporting Standards ( IFRS ); the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee; the Financial Reporting Pronouncements, as issued by the Financial Reporting Standards Council; the manner required by the Companies Act; and the JSE Listings Requirements, and incorporate full and reasonable disclosure. Appropriate and recognised accounting policies are applied consistently. These summarised consolidated financial statements were derived from the consolidated annual financial statements and do not contain all the disclosures required by IFRS and the requirements of the Companies Act. Reading these summarised consolidated financial statements, therefore, is not a substitute for reading the consolidated annual financial statements of PSG Group Ltd. The audit and risk committee of the group meets regularly with the external auditor, as well as senior management, to evaluate matters concerning accounting policies, internal control, auditing and financial reporting. The external auditor has unrestricted access to all records, assets and personnel as well as to the audit and risk committee. The annual financial statements are prepared on the going concern basis, since the directors have every reason to believe that the group has adequate resources to continue for the foreseeable future. The annual financial statements, including these summarised consolidated financial statements set out on pages 43 to 69, were approved by the board of directors of PSG Group Ltd and are signed on its behalf by: JF Mouton PJ Mouton WL Greeff Chairman Chief executive officer Financial director 13 May 2016 Stellenbosch 42 PSG GROUP LTD

45 DIRECTORS REPORT DIRECTORS REPORT Nature of business PSG Group Ltd, being an investment holding company, offers a broad range of goods and services through its various subsidiaries, associates and joint ventures. These goods and services mainly comprise financial services (financial advice, stockbroking, fund management, insurance, financing, banking, investing and advisory services), logistical services, food and related goods and services, and private education services. The various activities are set out in further detail in the review of operations section (page 18) of this annual report. Operating results The operating results and state of affairs of the group are set out in the attached summarised consolidated income statement and statements of financial position, comprehensive income, changes in equity and cash flows, as well as the notes thereto. For the year under review, the group s recurring headline earnings amounted to R1 620m (2015: R1 142m), headline earnings amounted to R1 370m (2015: R1 574m) and earnings attributable to owners of the parent amounted to R1 483m (2015: R1 560m). The group s profit for the year amounted to R2 203m (2015: R2 191m). Stated capital Movements in the number of ordinary shares in issue during the year under review were as follows: Number of shares 2016 Number of shares 2015 Shares in issue at beginning of the year, gross of treasury shares Less: Treasury shares Held by a subsidiary (PSG Financial Services Ltd) ( ) ( ) Held by an associate (Thembeka Capital (RF) Ltd) ( ) Held by executives through loan funding advanced ( ) ( ) Held by the PSG Group Ltd Share Incentive Trust ( ) Held by the PSG Group Ltd Supplementary Share Incentive Trust ( ) ( ) Shares in issue at beginning of the year, net of treasury shares Specific issue (net of share buy-back) in terms of Thembeka Capital (RF) Ltd scheme of arrangement General issue for cash at R95,00 per share General issue for cash at R97,00 per share General issue for cash at R129,00 per share General issue for cash at R198,00 per share General issue for cash at R245,00 per share Movement in treasury shares Shares released to participants by the PSG Group Ltd Share Incentive Trust Shares released to participants by the PSG Group Ltd Supplementary Share Incentive Trust Shares in issue at end of the year, net of treasury shares Dividends Details of dividends appear in the summarised consolidated statement of changes in equity. Directors Details of the company s directors at the date of this report appear on page 15. ANNUAL REPORT

46 DIRECTORS REPORT continued Directors emoluments The following directors emoluments were paid by the company and its subsidiaries in respect of the year ended 29 February 2016: Cash-based remuneration Audited Fees R 000 Basic salary R 000 Company contributions R 000 Performancerelated R 000 Total 2016 R 000 Total 2015 R 000 Executive WL Greeff JA Holtzhausen PJ Mouton Non-executive PE Burton ZL Combi J de V du Toit MM du Toit FJ Gouws 6, 9, 10, 11, MJ Jooste JF Mouton JJ Mouton 6, 7, 12, CA Otto W Theron 13, R (2015: R ) was paid in respect of PSG Group Ltd directors fees, the balance represents fees received at a subsidiary level. 2 R (2015: R ) was paid in respect of PSG Group Ltd directors fees, the balance represents fees received at a subsidiary level. 3 R (2015: R ) was paid in respect of PSG Group Ltd directors fees, the balance represents fees received at a subsidiary level. 4 Paid to Steinhoff International Holdings Ltd. 5 Mr JF Mouton is no longer involved in the day-to-day running of PSG Group Ltd. However, he remains a leading strategist and generator of ideas, and plays an integral part in the success of the group. He is accordingly rewarded for same. 6 Executive of a subsidiary company during the year. 7 R (2015: R ) was paid in respect of PSG Group Ltd directors fees to PSG Asset Management (Pty) Ltd, a subsidiary. 8 R (2015: R ) was paid in respect of PSG Group Ltd directors fees, the balance represents fees received at a subsidiary level. 9 R (2015: R ) was paid in respect of PSG Group Ltd directors fees to PSG Konsult Management Services (Pty) Ltd, a subsidiary. 10 Total performance-related bonus awarded on a subsidiary level was R15m (2015: R12m), of which R10,5m (2015: R8,4m) was paid out. The deferred portion will be paid in two amounts of R2,3m (2015: R1,8m) each, should the director remain in the subsidiary s service for one and two years, respectively. 11 In respect of Mr FJ Gouws, who is a United Kingdom tax resident, a subsidiary was obliged to pay United Kingdom National Insurance in an amount of R5,1m (2015: R2,1m). 12 A once-off amount of R1,2m was paid to Mr JJ Mouton by a subsidiary during the year under review in recognition of changes made to his terms and conditions of employment. 13 R (2015: R ) was paid in respect of PSG Group Ltd directors fees, the balance represents fees received at a subsidiary level. 14 In terms of the PSG Konsult Group Share Incentive Scheme, these directors have been awarded PSG Konsult Ltd share options as set out in the table opposite: 44 PSG GROUP LTD

47 DIRECTORS REPORT continued Equity-based remuneration (PSG Konsult Ltd share options granted in terms of PSG Konsult Group Share Incentive Scheme) Number of share options as at 28 Feb Number of share options during year Market price per share on vesting date Vesting price per share Date Number of share options as at 29 Feb Audited 2015 Granted Vested R R granted 2016 FJ Gouws ,83 01/07/ ( ) 7,50 2,83 01/03/ ,06 01/03/ ,27 01/04/ ( ) JJ Mouton (75 000) 7,40 2,83 01/03/ ,06 01/03/ ,27 01/04/ (75 000) W Theron ( ) 7,50 1,54 01/03/ ( ) 7,50 2,83 01/03/ ( ) Total ( ) ANNUAL REPORT

48 DIRECTORS REPORT continued Equity-based remuneration (PSG Group Ltd share options granted in terms of PSG Group Ltd Supplementary Share Incentive Trust) Number of share options as at 28 Feb Number of share options during year Market price per share on vesting date Vesting price per share Date Number of share options as at 29 Feb Audited 2015 Granted Vested R R granted 2016 Executive WL Greeff (61 296) 174,97 39,61 28/02/ (22 680) 174,97 47,39 29/02/ (26 045) 174,97 61,50 28/02/ ( ) 174,97 83,23 28/02/2014 * ,84 28/02/ ,29 29/02/ ( ) JA Holtzhausen (49 441) 174,97 39,61 28/02/ (24 948) 174,97 47,39 29/02/ (25 885) 174,97 61,50 28/02/ ( ) 174,97 83,23 28/02/2014 * ,84 28/02/ ,29 29/02/ ( ) PJ Mouton (75 465) 174,97 39,61 28/02/ (28 211) 174,97 47,39 29/02/ (32 263) 174,97 61,50 28/02/ ( ) 174,97 83,23 28/02/2014 * ,84 28/02/ ,29 29/02/ ( ) Non-executive JF Mouton ( ) 199,48 26,16 22/04/ (50 488) 174,97 39,61 28/02/ (51 014) 174,97 47,39 29/02/ (42 791) 174,97 61,50 28/02/ ( ) 174,97 83,23 28/02/2014 * ,84 28/02/ ( ) Total ( ) * Included in the 28 February 2014 share option allocation is a once-off allocation of PSG Group Ltd share options each for a total of 2 million PSG Group Ltd share options, which was made to appropriately incentivise the aforementioned four directors. Retention of these directors services are considered key to PSG Group Ltd s continued success. During the year under review, 25% of these share options vested. 46 PSG GROUP LTD

49 DIRECTORS REPORT continued Prescribed officers The members of the PSG Group Executive Committee ( Exco ) are regarded as being the prescribed officers of the company. The Exco comprises Messrs JF Mouton (non-executive chairman), PJ Mouton (chief executive officer), WL Greeff (financial director) and JA Holtzhausen (executive). All being directors of PSG Group Ltd, their remuneration is detailed on page 44. The duties and responsibilities of the Exco are set out in the chairman s letter (page 2) and corporate governance report (page 32) of this annual report. Shareholding of directors The shareholding of directors, excluding the participation in the share incentive schemes (already disclosed above), in the issued share capital of the company as at 29 February 2016 was as follows: Beneficial Nonbeneficial Total shareholding 2016 Total shareholding 2015 Audited Direct Indirect 1 Indirect Number % Number % PE Burton , ,1 ZL Combi , ,2 J de V du Toit ,9 MM du Toit 3, , ,7 WL Greeff , ,6 JA Holtzhausen , ,6 JF Mouton , ,3 JJ Mouton , ,7 PJ Mouton , ,6 CA Otto , ,7 W Theron , ,1 Total , ,5 1 Includes, inter alia, shares held by trusts of which the directors are discretionary beneficiaries. 2 Subsequent to year-end Mr ZL Combi disposed of PSG Group Ltd ordinary shares. Save for the aforementioned, there have been no changes in the shareholding of directors between year-end and the date of this report. 3 Included are single stock future contracts amounting to (2015: ) PSG Group Ltd shares. 4 Related parties of Messrs J de V du Toit and MM du Toit have entered into total return swap agreements with a third party in respect of and PSG Group Ltd ordinary shares, respectively. In terms of the total return swap agreements, the third party will retain voting rights, while the related parties of Messrs J de V du Toit and MM du Toit will be entitled to capital growth and other investment returns measured until 30 June 2018 and 30 June 2020, respectively. ANNUAL REPORT

50 CONSOLIDATED FINANCIAL STATEMENTS continued REPORT OF THE INDEPENDENT AUDITOR to the shareholders of PSG Group Ltd These summarised consolidated financial statements, which comprise the summarised consolidated statement of financial position as at 29 February 2016, and the summarised consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and related notes, as set out on pages 49 to 69, are derived from the audited consolidated annual financial statements of PSG Group Ltd for the year ended 29 February We expressed an unmodified audit opinion on those consolidated annual financial statements in our report dated 13 May These summarised consolidated financial statements do not contain all the disclosures required by International Financial Reporting Standards and the requirements of the Companies Act, as applicable to annual financial statements. Reading the summarised consolidated financial statements, therefore, is not a substitute for reading the audited consolidated annual financial statements of PSG Group Ltd. Directors responsibility for the summarised consolidated financial statements The directors are responsible for the preparation of a summarised version of the audited consolidated annual financial statements in accordance with the requirements of section 8.57 of the JSE Listings Requirements, and the requirements of the Companies Act, as applicable to summarised financial statements, and for such internal controls as the directors determine is necessary to enable the preparation of summarised consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on the summarised group financial statements based on our procedures, which were conducted in accordance with International Standard on Auditing 810, Engagements to Report on Summary Financial Statements. Opinion In our opinion, these summarised consolidated financial statements derived from the audited consolidated annual financial statements of PSG Group Ltd are consistent, in all material respects, with those consolidated annual financial statements, in accordance with the requirements of section 8.57 of the JSE Listings Requirements, and the requirements of the Companies Act, as applicable to summarised financial statements. Other reports required by the Companies Act The Other reports required by the Companies Act paragraph in our audit report dated 13 May 2016 states that as part of our audit of the consolidated annual financial statements, we have read the directors report, the audit and risk committee s report and the company secretary s certificate for the purpose of identifying whether there are material inconsistencies between these reports and the audited consolidated annual financial statements. These reports are the responsibility of the respective preparers. The paragraph also states that, based on reading these reports, we have not identified material inconsistencies between these reports and the consolidated annual financial statements. The paragraph furthermore states that we have not audited these reports and accordingly do not express an opinion on these reports. The paragraph does not have an effect on the summarised consolidated financial statements or our opinion thereon. PricewaterhouseCoopers Inc. Director: D de Jager Registered auditor 13 May 2016 Stellenbosch 48 PSG GROUP LTD

51 CONSOLIDATED FINANCIAL STATEMENTS continued SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION at 29 February Notes Rm Rm Assets Property, plant and equipment Intangible assets Biological assets Investment in ordinary shares of associates and joint ventures Investment in preference shares of/loans granted to associates and joint ventures Deferred income tax assets Financial assets linked to investment contracts Cash and cash equivalents Other financial assets Other financial assets Inventory Trade and other receivables Current income tax assets Cash and cash equivalents Non-current assets held for sale Total assets Equity Ordinary shareholders equity Non-controlling interests Total equity Liabilities Insurance contracts Financial liabilities under investment contracts Borrowings Other financial liabilities Third-party liabilities arising on consolidation of mutual funds Deferred income tax liabilities Trade and other payables and employee benefit liabilities Current income tax liabilities Total liabilities Total equity and liabilities Net asset value per share (rand) 63,64 49,39 Net tangible asset value per share (rand) 50,97 36,32 ANNUAL REPORT

52 CONSOLIDATED FINANCIAL STATEMENTS continued SUMMARISED CONSOLIDATED INCOME STATEMENT Notes Rm Rm Revenue from sale of goods Cost of goods sold (11 215) (9 532) Gross profit from sale of goods Income Changes in fair value of biological assets Investment income Fair value gains and losses Fair value adjustment to investment contract liabilities 6 (1 439) (1 483) Commission, net insurance premiums and other fee income Other operating income * Expenses Insurance claims and loss adjustments, net of recoveries (519) (424) Marketing, administration and other expenses * (5 574) (4 776) (6 093) (5 200) Net income from associates and joint ventures Share of profits of associates and joint ventures Reversal of impairment/(impairment loss) of associates and joint ventures 8 (4) Net profit on sale/dilution of interest in associates * Profit before finance costs and taxation Finance costs (456) (337) Profit before taxation Taxation (584) (392) Profit for the year Attributable to: Owners of the parent Non-controlling interests * Reclassified as set out in note PSG GROUP LTD

53 CONSOLIDATED FINANCIAL STATEMENTS continued SUMMARISED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Rm Rm Profit for the year Other comprehensive loss for the year, net of taxation (73) (79) Items that may be subsequently reclassified to profit or loss Currency translation adjustments (105) (18) Reclassification of currency translation adjustments (1) Cash flow hedges 22 (8) Reclassification of cash flow hedges 25 Share of other comprehensive income/(loss) and equity movements of associates 2 (59) Reclassification of share of other comprehensive income and equity movements of associates upon disposal (1) Items that may not be subsequently reclassified to profit or loss Gains/(losses) from changes in financial and demographic assumptions of post-employment benefit obligations 9 (18) Total comprehensive income for the year Attributable to: Owners of the parent Non-controlling interests ANNUAL REPORT

54 CONSOLIDATED FINANCIAL STATEMENTS continued SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Notes Rm Rm Ordinary shareholders equity at beginning of the year Total comprehensive income Issue of shares Share buy-back (1 140) Share-based payment costs employees Net movement in treasury shares Transactions with non-controlling interests 55 (11) Dividends paid (498) (273) Ordinary shareholders equity at end of the year Non-controlling interests at beginning of the year Total comprehensive income Issue of shares Share-based payment costs employees Subsidiaries acquired Transactions with non-controlling interests (820) (105) Dividends paid (303) (234) Non-controlling interests at end of the year Total equity Dividend per share (cents) Interim Final PSG GROUP LTD

55 CONSOLIDATED FINANCIAL STATEMENTS continued SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS Notes Rm Rm Cash flow from operating activities Cash generated from operations Interest income Dividend income Finance costs (464) (327) Taxation paid (446) (384) Cash flow from operating activities before cash movement in policyholder funds Cash movement in policyholder funds 88 (24) Cash flow from operating activities Cash flow from investing activities (4 181) (3 502) Cash flow from subsidiaries acquired 5.1 (274) (584) Cash flow from consolidation of mutual funds (1 175) Acquisition of ordinary shares in associates (62) (350) Proceeds from disposal of ordinary shares in associates Acquisition of property, plant and equipment (1 504) (1 425) Other investing activities * (2 548) 12 Cash flow from financing activities Dividends paid to group shareholders (498) (273) Dividends paid to non-controlling interests (303) (234) Capital contributions by non-controlling interests Net acquisition from non-controlling interests (229) (508) Increase in borrowings Borrowings repaid (632) (191) Proceeds from disposal of holding company s treasury shares Shares issued Increase/(decrease) in cash and cash equivalents 192 (781) Exchange (losses)/gains on cash and cash equivalents (17) 26 Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year * Cash and cash equivalents consist of: Cash and cash equivalents attributable to equity holders Cash and cash equivalents linked to investment contracts Other clients cash and cash equivalents Cash and cash equivalents attributable to equity holders and included in non-current assets held for sale 3 Bank overdrafts attributable to equity holders (included in borrowings) (976) (823) * Available cash held at a PSG Group head office level is invested in the PSG Money Market Fund. As a result of the group s consolidation of the PSG Money Market Fund, the cash invested in same is derecognised and all of the fund s underlying highly liquid debt securities (included in other financial assets on the face of the statement of financial position) are recognised. Third parties cash invested in the PSG Money Market Fund are recognised as a payable and included under third-party liabilities arising on consolidation of mutual funds. Available cash held at a PSG Group head office level and invested in the PSG Money Market Fund amounted to R2,9bn (2015: R0,3bn) at the reporting date. The increase of R2,6bn has been included under other investing activities. The increase in available cash held at a PSG Group head office level is mainly as a result of the capital raisings detailed in the review of operations section of this annual report. ANNUAL REPORT

56 CONSOLIDATED FINANCIAL STATEMENTS continued NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of presentation and accounting policies These summarised consolidated financial statements have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board, including IAS 34 Interim Financial Reporting; the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee; the Financial Reporting Pronouncements, as issued by the Financial Reporting Standards Council; the requirements of the Companies Act and the JSE Listings Requirements. The accounting policies applied in the preparation of these summarised consolidated financial statements are consistent in all material respects with those used in the prior year s consolidated annual financial statements. The group also adopted the various other revisions to IFRS which were effective for its financial year ended 29 February These revisions have not resulted in material changes to the group s reported results and disclosures in these summarised consolidated financial statements. 2. PSG Financial Services Ltd PSG Financial Services Ltd is a wholly-owned subsidiary of PSG Group Ltd, except for the (2015: ) perpetual preference shares which are listed on the JSE. These preference shares are included in non-controlling interests in the statement of financial position. 54 PSG GROUP LTD

57 CONSOLIDATED FINANCIAL STATEMENTS continued 2016 Change 2015 Rm % Rm 3. Headline earnings Profit for the year attributable to owners of the parent Non-headline items Gross amounts (283) 11 Impairment of investment in associates (8) 4 Net profit on sale/dilution of investment in associates (295) (11) Net profit on sale of investment in subsidiaries 2 Fair value gain on step-up from associate to subsidiary (4) (45) Net loss on sale/impairment of intangible assets (including goodwill) Net profit on sale/reversal of impairment of property, plant and equipment (18) (17) Non-headline items of associates Bargain purchase gain (4) Impairment of available-for-sale financial assets 1 Reclassification of currency translation adjustments (2) Non-controlling interests Taxation 4 (3) Headline earnings Earnings per share (cents) Recurring headline 787, ,6 Headline 666,2 (19) 818,6 Attributable/basic 721,1 (11) 811,3 Diluted headline 645,6 (20) 807,4 Diluted attributable/basic 698,6 (13) 800,2 Number of shares (m) In issue 230,8 220,4 In issue (net of treasury shares) 214,2 202,4 Weighted average 205,7 192,3 Diluted weighted average 208,9 195,0 During the year, Golden Wing Mau, an associate of the group through Zeder s investment in Capespan Group Ltd ( Capespan ), merged as equals with Joyvio. Both Golden Wing Mau and Joyvio are leading players in China s fresh fruit business and the merger resulted in the group s interest in Golden Wing Mau diluting from 25% to 11,3%. The group continues to exercise significant influence through, inter alia, board representation. The dilution gain of R277m consequently recognised by the group was determined with reference to the fair value at which the merger was concluded, being above the carrying value of the investment. The fair value was determined by the appointed appraiser using the discounted cash flow method and price-to-sales ratios. ANNUAL REPORT

58 CONSOLIDATED FINANCIAL STATEMENTS continued Rm Rm 4. Cash generated from operations Profit before taxation Share of profits of associates and joint ventures (1 609) (1 448) Depreciation and amortisation Investment income (974) (764) Finance costs Working capital changes and other non-cash items (140) (342) 5. Business combinations 5.1 Subsidiaries acquired The group s most significant subsidiaries acquired during the year under review included: Aspen Logistics (Pty) Ltd ( Aspen Logistics ) During March 2015, the group, through Capespan, acquired 75% of the issued share capital of Aspen Logistics for a cash consideration of R5m. Capespan South Africa s fruit logistical operations were integrated with Aspen Logistics and subsequently rebranded as Contour Logistics. Contour Logistics is a logistical solutions service provider supporting Capespan s operations. Goodwill arose in respect of, inter alia, synergies pertaining to the integration of the logistical activities. Novo Packhouse business operations ( Novo Packhouse ) During March 2015, the group, through Capespan, acquired the business operations of Novo Packhouse, including its coldstores, equipment and inventory, for a cash consideration of R120m. Novo Packhouse complements the group s existing coldstore operations in South Africa. No goodwill arose in respect of this business combination. Theewaterskloof farming operations ( Theewaterskloof ) During March 2015, the group, through Capespan, acquired the farming operations of Theewaterskloof, a pome fruit farm, for a cash consideration of R120m. Theewaterskloof complements the group s existing farming operations in South Africa. No goodwill arose in respect of this business combination. Agriseeds Pvt Ltd ( Agriseeds ) During October 2015, the group, through Zaad Holdings Ltd ( Zaad ), acquired 80% of the issued share capital of Agriseeds. Agriseeds operates in the seed marketing industry and goodwill arose in respect of, inter alia, expected synergies. St Dominic s Academy business operations ( St Dominic s ) During March 2015, the group, through Curro, acquired the business operations and properties of St Dominic s, a school in Newcastle, KwaZulu-Natal Province of South Africa for a nominal cash consideration. St Dominic s complements the group s existing private schooling operations in South Africa. A bargain purchase gain arose in respect of this business combination. Other Other business combinations comprise various smaller acquisitions, none of which are significant to an understanding of these summarised consolidated financial statements. Goodwill recognised from these business combinations can be attributed to the workforce, expected synergies, economies of scale and the businesses growth potential. 56 PSG GROUP LTD

59 CONSOLIDATED FINANCIAL STATEMENTS continued 5. Business combinations (continued) 5.1 Subsidiaries acquired (continued) The amounts of identifiable net assets acquired, as well as goodwill and non-controlling interests recognised from business combinations, can be summarised as follows: Aspen Novo Theewaters- Logistics Packhouse kloof Agriseeds Subtotal Rm Rm Rm Rm Rm Identifiable net (liabilities)/assets acquired (7) Goodwill recognised Non-controlling interests recognised 2 (7) (5) Cash consideration paid Cash consideration paid (5) (120) (120) (32) (277) Cash and cash equivalents acquired Cash flow from subsidiaries acquired (4) (120) (120) (30) (274) Subtotal St Dominic s Other Total Rm Rm Rm Rm Identifiable net assets/(liabilities) acquired (2) 268 Goodwill recognised Bargain purchase gain (4) (4) Non-controlling interests recognised (5) (1) (6) Deferred purchase consideration (2) (2) Subsidiary equity securities transferred (3) (3) Cash consideration paid Cash consideration paid (277) (3) (280) Cash and cash equivalents acquired Cash flow from subsidiaries acquired (274) 2 (2) (274) ANNUAL REPORT

60 CONSOLIDATED FINANCIAL STATEMENTS continued 5. Business combinations (continued) 5.1 Subsidiaries acquired (continued) Transaction costs relating to aforementioned business combinations were insignificant and expensed in the income statement. The aforementioned business combinations do not contain any contingent consideration or indemnification asset arrangements. Accounting for the aforementioned business combinations have been finalised. Had the aforementioned entities been consolidated with effect from 1 March 2015 instead of their respective acquisition dates, the summarised consolidated income statement would have reflected additional revenue from sale of goods and income of R168m and profit after tax of R20m. Receivables of R132m are included in the identifiable net assets acquired, which are all considered to be recoverable. The fair value of these receivables approximate its carrying value. 5.2 Consolidation of mutual funds During the second half of the year under review, the group commenced consolidation of the PSG Wealth Enhanced Interest Fund, PSG Wealth Creator Fund of Funds and the PSG Wealth Moderate Fund of Funds, following an increase in policyholder funds (i.e. financial assets linked to investment contracts) invested in same. These collective investment schemes are managed by PSG Asset Management. The consolidation of the mutual funds resulted in R13bn of other financial assets and R13bn of thirdparty liabilities arising on consolidation of mutual funds being recognised in the statement of financial position. These balances relate to third parties funds invested in the aforementioned mutual funds. Cash and cash equivalents held by the mutual funds of R96m was recognised upon consolidation. 58 PSG GROUP LTD

61 CONSOLIDATED FINANCIAL STATEMENTS continued 6. Linked investment contracts These represent PSG Life Ltd clients assets held under investment contracts, which are linked to a corresponding liability. Accordingly, the value of policy benefits payable is directly linked to the fair value of the supporting assets and therefore the group is not exposed to the financial risks associated with these assets and liabilities. The impact on the income statement from the returns on investment contract policy holder assets and liabilities, as well as the investment income earned by the ordinary shareholders of the group, were as follows: Investment contract policy- Equity holders holders Total 29 February 2016 Rm Rm Rm Investment income Fair value gains and losses (445) 643 Fair value adjustment to investment contract liabilities (1 439) (1 439) February 2015 Investment income Fair value gains and losses Fair value adjustment to investment contract liabilities (1 483) (1 483) Trade and other receivables and payables Included under trade and other receivables are PSG Online broker- and clearing accounts of which R2,5bn (2015: R1,9bn) represents amounts owing by the JSE for trades conducted during the last few days before year-end. These balances fluctuate on a daily basis depending on the activity in the markets. The control account for the settlement of these transactions is included under trade and other payables, with the settlement to clients taking place within three days after the transaction date. 8. Corporate actions Apart from the transactions set out in note 5.1, the group s most significant corporate actions are detailed in the review of operations section of this annual report. 9. Non-current assets held for sale The non-current assets held for sale at the reporting date comprised PSG Private Equity s interest in African Unity Group (Pty) Ltd (an insurer) and PSG Konsult s interest in Xinergistix Ltd (a logistical service supplier), both being associates. The prior year non-current assets held for sale comprised mainly PSG Private Equity s interest in GRW Holdings (Pty) Ltd (an associate), and Zeder s interest, through Capespan, in Addo Cold Storage (Pty) Ltd (a subsidiary). The assets held at the previous reporting date were disposed of during the year under review. ANNUAL REPORT

62 CONSOLIDATED FINANCIAL STATEMENTS continued 10. Financial instruments 10.1 Financial risk factors The group s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk and price risk), credit risk and liquidity risk. These summarised consolidated financial statements do not include all financial risk management information and disclosures set out in the consolidated annual financial statements, and therefore they should be read in conjunction with the group s consolidated annual financial statements for the year ended 29 February Risk management continues to be carried out by each major entity within the group under policies approved by the respective boards of directors Fair value estimation The group, through PSG Life Ltd, issues linked investment contracts where the value of the policy benefits (i.e. liability) is directly linked to the fair value of the supporting assets, and as such does not expose the group to the market risk relating to fair value movements. The information below analyses financial assets and liabilities, which are carried at fair value, by level of hierarchy as required by IFRS 13. The different levels in the hierarchy are defined below: Level 1 The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm s length basis. The quoted market price used for financial assets held by the group is the current bid price. Level 2 Financial instruments that trade in markets that are not considered to be active but are valued (using valuation techniques) based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include over-the-counter traded derivatives. As level 2 investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information. If all significant inputs in determining an instrument s fair value are observable, the instrument is included in level 2. Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. Investments classified within level 3 have significant unobservable inputs, as they trade infrequently. The carrying value of financial assets and liabilities carried at amortised cost approximates their fair value, while those measured at fair value in the statement of financial position can be summarised as follows: 60 PSG GROUP LTD

63 CONSOLIDATED FINANCIAL STATEMENTS continued 10. Financial instruments (continued) 10.2 Fair value estimation (continued) Level 1 Level 2 Level 3 Total 29 February 2016 Rm Rm Rm Rm Assets Derivative financial assets Equity securities Debt securities Unit-linked investments Investment in investment contracts Closing balance Liabilities Derivative financial liabilities Investment contracts Trade and other payables 5 5 Third-party liabilities arising on consolidation of mutual funds Closing balance February 2015 Assets Derivative financial assets Equity securities Debt securities Unit-linked investments Investment in investment contracts Closing balance Liabilities Derivative financial liabilities Investment contracts Trade and other payables Third-party liabilities arising on consolidation of mutual funds Closing balance ANNUAL REPORT

64 CONSOLIDATED FINANCIAL STATEMENTS continued 10. Financial instruments (continued) 10.2 Fair value estimation (continued) The following table presents changes in level 3 financial instruments during the respective years: Assets Liabilities Assets Liabilities Rm Rm Rm Rm Opening balance Additions Disposals (790) (785) (4 764) (4 763) Fair value adjustments Other movements 5 2 Closing balance Unit-linked investments and debt securities represent the largest portion of the level 3 financial assets and relate to units and debentures held in hedge funds that are priced monthly. The prices are obtained from the asset managers of the particular hedge funds. These are held to match investment contract liabilities, and as such any change in measurement would result in a similar adjustment to investment contract liabilities. Derivative financial assets, equity securities, debt securities and unit-linked investments are all included in other financial assets in the statement of financial position, while other financial liabilities comprised mainly derivative financial liabilities. There have been no significant transfers between level 1, 2 or 3 during the year under review, nor were there any significant changes to the valuation techniques and inputs used to determine fair values. Valuation techniques and main inputs used to determine fair value for financial instruments classified as level 2 can be summarised as follows: Instrument Valuation technique Main inputs Derivative financial assets and liabilities Exit price on recognised over-thecounter platforms Not applicable Debt securities Unit-linked investments Investment in investment contracts Investment contracts Third-party liabilities arising on consolidation of mutual funds Valuation model that uses the market inputs (yield of benchmark bonds) Quoted put (exit) price provided by the fund manager Prices are obtained from the insurer of the particular investment contract Current unit price of underlying unitised financial asset that is linked to the liability, multiplied by the number of units held Quoted put (exit) price provided by the fund manager Bond interest rate curves Issuer credit ratings Liquidity spreads Not applicable prices available publicly Not applicable prices provided by registered long-term insurers Not applicable Not applicable prices available publicly 62 PSG GROUP LTD

65 CONSOLIDATED FINANCIAL STATEMENTS continued 11. Capital commitments, contingencies, suretyships and events subsequent to the reporting date Capital commitments Curro continues with its expansion and development of new campuses. At the reporting date, authorised and contracted capital expenditure amounted to R738m, while authorised but not yet contracted capital expenditure amounted to R1,3bn. Contingencies and suretyships A 49% associate of Capespan has a R250m facility with the Land Bank. The Capespan group has provided surety for the associate s facility in a maximum amount of R123m. The associate uses this facility to provide interest-bearing production loans to fruit producers. At year-end, the outstanding balance due by the associate to the Land Bank was R124m, while the associate held loan receivable balances of R131m against fruit producers. The associate has met all obligations in terms of its facility with the Land Bank and the associate s loan receivable balances are secured by property, plant and equipment and inventory. The South African Revenue Service has issued revised assessments in respect of value-added tax against a subsidiary of Capespan. The amount at risk (including penalties and interest) is R49m. Management has obtained tax advice that supports the subsidiary s current tax treatment. Since 2013, Capitec reported that the National Credit Regulator ( NCR ) alleged that Capitec had contravened the National Credit Act. The National Credit Tribunal dismissed the NCR s application and the NCR lodged an appeal. The appeal was heard in the Gauteng High Court before a bench of three judges on 24 February On 23 March 2016 the court delivered its judgement and dismissed the NCR s appeal. During February 2016, Capitec became aware of another referral made by the NCR to the National Consumer Tribunal, which referral is being contested by Capitec. It is, and remains, impracticable to estimate the financial effect of any possible outcome of either of the referrals. Capitec is, and remains, of the view that the matters will be satisfactorily resolved through due process. Events subsequent to the reporting date Effective March 2016, Curro acquired the business operations and properties of Windhoek Gymnasium for a cash consideration of R185m. Effective March 2016, PSG Konsult concluded asset-for-share transactions whereby 14,3m shares were issued to advisors to further standardise the revenue-sharing model. As a result, the group s interest in PSG Konsult diluted to 61,3%. Curro plans to raise a further R1,1bn through a rights offer to fund future growth. The rights offer has been fully underwritten by PSG Financial Services Ltd. On 10 August 2014, African Bank Ltd ( African Bank ) was placed into curatorship. Capitec is a participant in a consortium that has underwritten the recapitalisation of African Bank. The other members of the consortium comprise the Public Investment Corporation and five other South African retail banks The banks have a maximum exposure of R2,5bn of the recapitalisation. The participation level of each of the banks is based on a formula agreed on between the banks. The recapitalisation occurred during March ANNUAL REPORT

66 CONSOLIDATED FINANCIAL STATEMENTS continued 12. Reclassification of prior year figures Given the extent of the net profit on sale/dilution of interest in associates during the year under review, management has decided to disclose same separately on the face of the income statement. The prior year comparative (comprising a R13m profit and a R2m loss) has been removed from other income and marketing, administration and other expenses, and disclosed in net profit on sale/dilution of interest in associates on the face of the income statement. The aforementioned reclassification had no impact on previously reported profitability, assets, liabilities, equity or cash flows. The effect of the aforementioned reclassification on the group s results are as follows: Previously Now reported reported Change Rm Rm Rm Summarised consolidated income statement Other operating income (13) Marketing, administration and other expenses (4 778) (4 776) 2 Net profit on sale/dilution of interest in associates PSG GROUP LTD

67 CONSOLIDATED FINANCIAL STATEMENTS continued 13. Segment report The group s classification into seven reportable segments, namely: Capitec, Curro, PSG Konsult, Zeder, PSG Private Equity, Dipeo, and PSG Corporate, remains unchanged. These segments represent the major investments of the group. The services offered by PSG Konsult consist of financial advice, stock broking, asset management and insurance, while Curro offers private education services. The other segments offer financing, banking, investing and advisory services. All segments operate predominantly in the Republic of South Africa. However, the group has exposure to offshore operations mainly through Zeder s investments in Capespan, Zaad and Agrivision Africa, and PSG Private Equity s investment in CA Sales Holdings (Pty) Ltd. Intersegment income represents income derived from other segments within the group which is recorded at the fair value of the consideration received or receivable for services rendered in the ordinary course of the group s activities. Intersegment income mainly comprises intergroup management fees charged in terms of the respective management agreements. Headline earnings comprise recurring and non-recurring headline earnings. Recurring headline earnings are calculated on a proportional basis, and include the proportional headline earnings of underlying investments, excluding marked-to-market adjustments and once-off items. The result is that investments in which the group holds less than 20% and which are generally not equity accountable in terms of accounting standards, are equity accounted for the purpose of calculating the consolidated recurring headline earnings. Nonrecurring headline earnings include once-off gains and losses and marked-to-market fluctuations, as well as the resulting taxation charge on these items. Sum-of-the-parts (SOTP) is a key valuation tool used to measure PSG Group s performance. In determining SOTP, listed assets and liabilities are valued using quoted market prices, whereas unlisted assets and liabilities are valued using appropriate valuation methods. These values will not necessarily correspond with the values per the statement of financial position since the latter are measured using the relevant accounting standards which include historical cost and the equity method of accounting. ANNUAL REPORT

68 CONSOLIDATED FINANCIAL STATEMENTS continued 13. Segment report (continued) The chief operating decision-maker (the PSG Group Executive Committee) evaluates the following information to assess the segments performance: Recurring headline Non- Inter- earnings recurring segment (segment headline Headline SOTP Income 2 income 2 profit) earnings earnings value 4 29 February 2016 Rm Rm Rm Rm Rm Rm Capitec Curro PSG Konsult (72) Zeder (27) PSG Private Equity (2) Dipeo (310) (28) (170) (198) 557 PSG Corporate (incl. PSG Capital) 308 (166) Funding 136 (12) (148) (148) (2 258) Other Total (178) (250) Non-headline items 113 Earnings attributable to non-controlling interests 720 Taxation 584 Profit before taxation PSG GROUP LTD

69 CONSOLIDATED FINANCIAL STATEMENTS continued 13. Segment report (continued) Recurring headline Non- Inter- earnings recurring segment (segment headline Headline SOTP Income 2, 6 income 2 profit) earnings earnings value 4 28 February 2015 Rm Rm Rm Rm Rm Rm Capitec Curro PSG Konsult (1) Zeder (52) PSG Private Equity (9) Dipeo and Thembeka PSG Corporate (incl. PSG Capital) (260) Funding 5 65 (32) (177) (25) (202) (2 090) Other Total (292) Non-headline items (14) Earnings attributable to non-controlling interests 631 Taxation 392 Profit before taxation ANNUAL REPORT

70 CONSOLIDATED FINANCIAL STATEMENTS continued 13. Segment report (continued) Rm Rm Reconciliation of segment revenue to IFRS revenue: Segment revenue as stated above: Income Intersegment income (178) (292) Less: Changes in fair value of biological assets (244) (144) Fair value gains and losses (643) (1 400) Fair value adjustment to investment contract liabilities Other operating income (98) (82) IFRS revenue Non-recurring headline earnings comprised the following: Non-recurring items from investments (271) 370 Net fair value gains on liquid investment portfolio 2 Other gains (250) Equity method of accounting applied. 2 The total of income and intersegment income comprises the total of revenue from sale of goods and income per the income statement. 3 IFRS revenue comprises revenue from sale of goods, investment income and commission, net insurance premiums and other fee income as per the income statement. 4 SOTP is a key valuation tool used to measure the group s performance, but does not necessarily correspond to net asset value. 5 Reallocations in respect of recurring headline earnings and SOTP value have been made between PSG Corporate, Funding and Other in order to ensure consistent presentation between the years presented. 6 Income has been restated to reflect the reclassification from other operating income to net profit on sale/dilution of interest in associates, as set out in note PSG GROUP LTD

71 CONSOLIDATED FINANCIAL STATEMENTS continued Shareholders Shares held Number % Number % 14. Ordinary shareholder analysis Range of shareholding , , , , , , , , , , , , , , , ,4 Over , , , ,0 Treasury shares Employee share scheme Shares held by a subsidiary Public and non-public shareholding Non-public (directors) * ,7 Public , , , ,0 Individual shareholders (excluding directors) holding 5% or more of shares in issue (net of treasury shares) at 29 February 2016 Public Investment Corporation (including Government Employees Pension Fund) Steinhoff International Holdings N.V. and its subsidiaries * Refer to the directors report for further details of directors holdings , , ,7 ANNUAL REPORT

72 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given of the annual general meeting of shareholders of PSG Group Ltd ( PSG Group or the company ) to be held at Spier Wine Estate, Baden Powell Drive, Stellenbosch, on Friday, 24 June 2016, at 12:00 ( the AGM ). Purpose The purpose of the AGM is to transact the business set out in the agenda below. Agenda Presentation of the audited annual financial statements of the company, including the reports of the directors and the audit and risk committee. The annual report, of which this notice forms part, contains the summarised consolidated financial statements and the aforementioned reports. The annual financial statements, including the unmodified audit opinion, are available on PSG Group s website at or may be requested and obtained in person, at no charge, at the registered office of PSG Group during office hours. To consider and, if deemed fit, approve, with or without modification, the following ordinary resolutions: Note: For any of the ordinary resolutions numbers 1 to 11 (inclusive) to be adopted, more than 50% of the voting rights exercised on each such ordinary resolution must be exercised in favour thereof. For ordinary resolution number 12 to be adopted, at least 75% of the voting rights exercised on such ordinary resolution must be exercised in favour thereof. 1. Retirement, re-election and confirmation of appointment of directors 1.1 Ordinary resolution number 1 Resolved that Mr ZL Combi, who retires by rotation in terms of the memorandum of incorporation of the company and, being eligible, offers himself for re-election, be and is hereby re-elected as director. Summary curriculum vitae of Mr ZL (KK) Combi KK holds a diploma in public relations and was awarded the Ernst & Young South African Entrepreneur of the Year award in 2000, as well as the World Entrepreneur of the Year in Managing Change award in He is a member of the Institute of Directors and currently serves on the boards of various companies as a non-executive director. 1.2 Ordinary resolution number 2 Resolved that Mr J de V du Toit, who retires by rotation in terms of the memorandum of incorporation of the company and, being eligible, offers himself for re-election, be and is hereby re-elected as director. Summary curriculum vitae of Mr J de V (Jaap) du Toit Jaap is a Chartered Accountant (SA) and Chartered Financial Analyst. Jaap currently serves on the boards of various listed and unlisted companies as a non-executive director. 1.3 Ordinary resolution number 3 Resolved that Mr MM du Toit, who retires by rotation in terms of the memorandum of incorporation of the company and, being eligible, offers himself for re-election, be and is hereby re-elected as director. Summary curriculum vitae of Mr MM (Thys) du Toit Thys graduated with a BSc and MBA degree (cum laude). He was a founding member of Coronation Fund Managers Ltd and held the position of chief executive officer from 1997 to Thys currently serves on the boards of various companies as a non-executive director and runs an investment management business for family offices and select individuals, Rootstock Investment Management (Pty) Ltd. 1.4 Ordinary resolution number 4 Resolved that Mr JF Mouton, who retires by rotation in terms of the memorandum of incorporation of the company and, being eligible, offers himself for re-election, be and is hereby re-elected as director. 70 PSG GROUP LTD

73 NOTICE OF ANNUAL GENERAL MEETING continued Summary curriculum vitae of Mr JF (Jannie) Mouton Jannie is a Chartered Accountant (SA) and the founder of PSG Group. Prior to the establishment of PSG Group, he co-founded and served as managing director of the stockbroking firm, SMK. Jannie currently serves on the boards of various companies as a non-executive director, including as chairman of Zeder Investments Ltd. 1.5 Ordinary resolution number 5 Resolved that Mr W Theron, who retires by rotation in terms of the memorandum of incorporation of the company and, being eligible, offers himself for re-election, be and is hereby re-elected as director. Summary curriculum vitae of Mr W (Willem) Theron Willem is a Chartered Accountant (SA) and founded the accounting firm Theron du Plessis in Middelburg in In 1998, he founded PSG Konsult Ltd and held the position of chief executive officer until 30 June 2013, whereafter he was appointed as non-executive chairman. 1.6 Ordinary resolution number 6 Resolved that Ms B Mathews appointment as director, in terms of the memorandum of incorporation of the company, be and is hereby confirmed. Summary curriculum vitae of Ms B (Bridgitte) Mathews Bridgitte is a Chartered Accountant (SA) and currently serves on the boards of various companies as non-executive director. She has been a member of the African Women Chartered Accountants since 2007 and a member of the Institute of Directors since The reason for ordinary resolutions numbers 1 to 5 (inclusive) is that the memorandum of incorporation of the company, the Listings Requirements of the JSE Ltd ( JSE ) and, to the extent applicable, the South African Companies Act, 71 of 2008, as amended ( the Companies Act ), require that a component of the nonexecutive directors rotate at every annual general meeting of the company and, being eligible, may offer themselves for re-election as directors. The reason for ordinary resolution number 6 is that the memorandum of incorporation of the company and the Listings requirements of the JSE require that any director appointed by the board of the company be confirmed by the shareholders at the annual general meeting of the company. 2. Re-appointment of the members of the audit and risk committee of the company Note: For avoidance of doubt, all references to the audit and risk committee of the company is a reference to the audit committee as contemplated in the Companies Act. 2.1 Ordinary resolution number 7 Resolved that Mr PE Burton, being eligible, be and is hereby re-appointed as a member of the audit and risk committee of the company, as recommended by the board of directors of the company, until the next annual general meeting of the company. Summary curriculum vitae of Mr PE (Patrick) Burton Patrick graduated with a BCom (Hons) Financial Management degree and postgraduate Diploma in Tax Law. He is a founding director of Siphumelele Investments Ltd, a black economic empowerment company, and currently serves on the boards of various companies as a non-executive director. 2.2 Ordinary resolution number 8 Resolved that Mr J de V du Toit, being eligible, be and is hereby re-appointed as a member of the audit and risk committee of the company, as recommended by the board of directors of the company, until the next annual general meeting of the company. A summary of Jaap s curriculum vitae has been included in paragraph 1.2 above. ANNUAL REPORT

74 NOTICE OF ANNUAL GENERAL MEETING continued 2.3 Ordinary resolution number 9 Resolved that Ms B Mathews, being eligible, be and is hereby appointed as a member of the audit and risk committee of the company, as recommended by the board of directors of the company, until the next annual general meeting of the company. A summary of Bridgitte s curriculum vitae has been included in paragraph 1.6 above. 2.4 Ordinary resolution number 10 Resolved that Mr CA Otto, being eligible, be and is hereby re-appointed as a member of the audit and risk committee of the company, as recommended by the board of directors of the company, until the next annual general meeting of the company. Summary curriculum vitae of Mr CA (Chris) Otto Chris graduated BComLLB from Stellenbosch University and is a founding director of PSG Group. He currently serves on the boards of various companies within the group as a non-executive director, including Capitec Bank Holdings Ltd, Zeder Investments Ltd and Kaap Agri Ltd. The reason for ordinary resolutions numbers 7 to 10 (inclusive) is that the company, being a public listed company, must appoint an audit committee and the Companies Act requires that the members of such audit committee be appointed, or re-appointed, as the case may be, at each annual general meeting of a company. 3. Re-appointment of auditor Ordinary resolution number 11 Resolved that PricewaterhouseCoopers Inc. be and is hereby re-appointed as auditor of the company for the ensuing year on the recommendation of the audit and risk committee of the company. The reason for ordinary resolution number 11 is that the company, being a public listed company, must have its financial results audited and such auditor must be appointed or re-appointed each year at the annual general meeting of the company as required by the Companies Act. 4. General authority to issue ordinary shares for cash Ordinary resolution number 12 Resolved that the directors of the company be and are hereby authorised, by way of a general authority, to allot and issue any of the company s unissued shares for cash as they in their discretion may deem fit, without restriction, subject to the provisions of the company s memorandum of incorporation, the Companies Act and the Listings Requirements of the JSE ( Listings Requirements ), provided that: the approval shall be valid until the date of the next annual general meeting of the company, provided it shall not extend beyond fifteen months from the date of this resolution; the general issues of shares for cash under this authority may not exceed, in the aggregate, 5% of the company s issued share capital (number of securities) of that class as at the date of this notice of AGM, it being recorded that ordinary shares issued pursuant to a rights offer to shareholders, shares issued to the PSG Group Ltd Supplementary Share Incentive Trust ( the Trust ) or options granted by the Trust in accordance with the Listings Requirements shall not diminish the number of ordinary shares that comprise the 5% of the ordinary shares that can be issued in terms of this ordinary resolution. As at the date of this notice of AGM, 5% of the company s issued ordinary share capital (net of treasury shares) amounts to ordinary shares; in determining the price at which an issue of shares will be made in terms of this authority, the maximum discount permitted will be 10% of the weighted average traded price of such shares, as determined over the 30 business days prior to the date that the price of the issue is agreed between the company and the party subscribing for the securities. The JSE will be consulted for a ruling if the securities have not traded in such 30 business day period; any such issue will only be made to public shareholders as defined in paragraphs 4.25 to 4.27 of the Listings Requirements and not to related parties; 72 PSG GROUP LTD

75 NOTICE OF ANNUAL GENERAL MEETING continued any such issue will only be comprised of securities of a class already in issue or, if this is not the case, will be limited to such securities or rights that are convertible into a class already in issue; and in the event that the securities issued represent, on a cumulative basis, 5% or more of the number of securities in issue prior to that issue, an announcement containing the full details of such issue shall be published on SENS. For listed entities wishing to issue shares for cash (other than issues by way of rights offers, in consideration for acquisitions and/or to duly approved share incentive schemes), it is necessary for the board of the company to obtain the prior authority of the shareholders in accordance with the Listings Requirements and the memorandum of incorporation of the company. Accordingly, the reason for ordinary resolution number 12 is to obtain a general authority from shareholders to issue shares for cash in compliance with the Listings Requirements and the memorandum of incorporation of the company. For this resolution to be adopted, at least 75% of the shareholders present in person or by proxy and entitled to vote on this resolution at the AGM must cast their vote in favour of this resolution. To consider and, if deemed fit, pass, with or without modification, the following special resolutions: Note: For any of the special resolutions numbers 1 to 5 (inclusive) to be adopted, at least 75% of the voting rights exercised on each special resolution must be exercised in favour thereof. 5. Remuneration of non-executive directors Special resolution number 1 Resolved, in terms of section 66(9) of the Companies Act, that the company be and is hereby authorised to remunerate its directors for their services as directors on the basis set out below, provided that this authority will be valid until the next annual general meeting of the company: Proposed annual remuneration 1 Committee member Audit Board and Remune- PSG BEE member Risk ration Trust Total R R R R R PE Burton ZL Combi J de V du Toit MM du Toit FJ Gouws MJ Jooste B Mathews JF Mouton JJ Mouton CA Otto W Theron Total Notes: 1 With effect from 1 March Chairman of the PSG BEE Trust 3 Chairman of the PSG Group Audit and Risk Committee 4 Chairman of the PSG Group Remuneration Committee 5 Chairman of the PSG Group board. ANNUAL REPORT

76 NOTICE OF ANNUAL GENERAL MEETING continued The reason for special resolution number 1 is for the company to obtain the approval of shareholders by way of a special resolution for the payment of remuneration to its non-executive directors in accordance with the requirements of the Companies Act. The effect of special resolution number 1 is that the company will be able to pay its non-executive directors for the services they render to the company as directors without requiring further shareholder approval until the next annual general meeting of the company. 6. Inter-company financial assistance 6.1 Special resolution number 2: Inter-company financial assistance Resolved, in terms of section 45(3)(a)(ii) of the Companies Act, as a general approval, that the board of the company be and is hereby authorised to approve that the company provides any direct or indirect financial assistance ( financial assistance will herein have the meaning attributed to it in section 45(1) of the Companies Act) that the board of the company may deem fit to any company or corporation that is related or inter-related ( related or inter-related will herein have the meaning attributed to it in section 2 of the Companies Act) to the company, on the terms and conditions and for amounts that the board of the company may determine, provided that the aforementioned approval shall be valid until the date of the next annual general meeting of the company. The reason for and effect of special resolution number 2 is to grant the directors of the company the authority, until the next annual general meeting of the company, to provide direct or indirect financial assistance to any company or corporation which is related or inter-related to the company. This means that the company is, inter alia, authorised to grant loans to its subsidiaries and to guarantee the debt of its subsidiaries. 6.2 Special resolution number 3: Financial assistance for the subscription and/or purchase of shares in the company or a related or inter-related company Resolved, in terms of section 44(3)(a)(ii) of the Companies Act, as a general approval, that the board of the company be and is hereby authorised to approve that the company provides any direct or indirect financial assistance ( financial assistance will herein have the meaning attributed to it in sections 44(1) and 44(2) of the Companies Act) that the board of the company may deem fit to any company or corporation that is related or inter-related to the company ( related or inter-related will herein have the meaning attributed to it in section 2 of the Companies Act) and/or to any financier who provides funding by subscribing for preference shares or other securities in the company or any company or corporation that is related or inter-related to the company, on the terms and conditions and for amounts that the board of the company may determine for the purpose of, or in connection with the subscription of any option, or any shares or other securities, issued or to be issued by the company or a related or interrelated company or corporation, or for the purchase of any shares or securities of the company or a related or inter-related company or corporation, provided that the aforementioned approval shall be valid until the date of the next annual general meeting of the company. The reason for and effect of special resolution number 3 is to grant the directors the authority, until the next annual general meeting of the company, to provide financial assistance to any company or corporation which is related or inter-related to the company and/or to any financier for the purpose of or in connection with the subscription or purchase of options, shares or other securities in the company or any related or inter-related company or corporation. This means that the company is authorised, inter alia, to grant loans to its subsidiaries and to guarantee and furnish security for the debt of its subsidiaries where any such financial assistance is directly or indirectly related to a party subscribing for options, shares or securities in the company or its subsidiaries. A typical example of where the company may rely on this authority is where a subsidiary raised funds by way of issuing preference shares and the thirdparty funder requires the company to furnish security, by way of a guarantee or otherwise, for the obligations of its subsidiary to the third-party funder arising from the issue of the preference shares. The company has no immediate plans to use this authority and is simply obtaining same in the interests of prudence and good corporate governance should the unforeseen need arise to use the authority. 74 PSG GROUP LTD

77 NOTICE OF ANNUAL GENERAL MEETING continued In terms of and pursuant to the provisions of sections 44 and 45 of the Companies Act, the directors of the company confirm that the board will satisfy itself, after considering all reasonably foreseeable financial circumstances of the company, that immediately after providing any financial assistance as contemplated in special resolution numbers 2 and 3 above: the assets of the company (fairly valued) will equal or exceed the liabilities of the company (fairly valued) (taking into consideration the reasonably foreseeable contingent assets and liabilities of the company); the company will be able to pay its debts as they become due in the ordinary course of business for a period of 12 months; the terms under which any financial assistance is proposed to be provided, will be fair and reasonable to the company; and all relevant conditions and restrictions (if any) relating to the granting of financial assistance by the company as contained in the company s memorandum of incorporation have been met. 7. Share repurchases by the company and its subsidiaries Special resolution number 4: Share buy-back by PSG Group and its subsidiaries Resolved, as a special resolution, that the company and the subsidiaries of the company be and are hereby authorised, as a general approval, to repurchase any of the shares issued by the company, upon such terms and conditions and in such amounts as the directors may from time to time determine, but subject to the provisions of sections 46 and 48 of the Companies Act, the memorandum of incorporation of the company and the Listings Requirements, including, inter alia, that: the general repurchase of the shares may only be implemented through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counterparty; this general authority shall only be valid until the next annual general meeting of the company, provided that it shall not extend beyond fifteen months from the date of this resolution; an announcement must be published as soon as the company has acquired shares constituting, on a cumulative basis, 3% of the number of shares in issue prior to the acquisition, pursuant to which the aforesaid 3% threshold is reached, containing full details thereof, as well as for each 3% in aggregate of the initial number of shares acquired thereafter; the general authority to repurchase is limited to a maximum of 20% in the aggregate in any one financial year of the company s issued share capital at the time the authority is granted; a resolution has been passed by the board of directors approving the repurchase, that the company has satisfied the solvency and liquidity test as defined in the Companies Act and that, since the solvency and liquidity test was applied, there have been no material changes to the financial position of the company and its subsidiaries ( the group ); the general repurchase is authorised by the company s memorandum of incorporation; repurchases must not be made at a price more than 10% above the weighted average of the market value of the shares for the five business days immediately preceding the date that the transaction is effected. The JSE will be consulted for a ruling if the company s securities have not traded in such five business day period; the company may at any point in time only appoint one agent to effect any repurchase(s) on the company s behalf; and the company may not effect a repurchase during any prohibited period as defined in terms of the Listings Requirements unless there is a repurchase programme in place, which programme has been submitted to the JSE in writing prior to the commencement of the prohibited period and executed by an independent third party, as contemplated in terms of paragraph 5.72(h) of the Listings Requirements. ANNUAL REPORT

78 NOTICE OF ANNUAL GENERAL MEETING continued The reason for and effect of special resolution number 4 is to grant the directors a general authority in terms of its memorandum of incorporation and the Listings Requirements for the acquisition by the company or by a subsidiary of the company of shares issued by the company on the basis reflected in special resolution number 4. The company has no immediate plans to use this authority and is simply obtaining same in the interests of prudence and good corporate governance should the unforeseen need arise to use the authority. In terms of section 48(2)(b)(i) of the Companies Act, subsidiaries may not hold more than 10%, in aggregate, of the number of the issued shares of a company. For the avoidance of doubt, a pro rata repurchase by the company from all its shareholders will not require shareholder approval, save to the extent as may be required by the Companies Act. 8. Amendments to memorandum of incorporation Special resolution number 5: Amendment to the memorandum of incorporation of the company in relation to fractions Resolved, as a special resolution, that the memorandum of incorporation of the company be and is hereby amended by the deletion of existing heading of clause 7 in its entirety and the substitution therefore with the following heading CONSOLIDATION, SUBDIVISION, REDUCTION OF CAPITAL AND FRACTIONAL ENTITLEMENT and by the deletion of existing clause 7.3 in its entirety, and the substitution thereof with the following new clause 7.3: If a fraction of a Share comes into being as a result of any action contemplated in clause 7.1 or any other corporate action, the Board may, subject to compliance with the JSE Listings Requirements, to the extent applicable, round all allocations of Shares down to the nearest whole number and make a cash payment for any fractional entitlement. Notwithstanding the aforementioned to the extent that the JSE advises of another principle to apply to fractional entitlements, the Board may apply such principle. The reason for special resolution number 5 is to obtain the required approval from shareholders to amend the memorandum of incorporation of the company in the manner that aligns the memorandum of incorporation with the recent amendments to the Listings Requirements. The effect of special resolution number 5 is that the company will have the necessary authority to amend the memorandum of incorporation in the manner set out in special resolution number 5, which amendments have also been approved by the JSE. 9. Other business To transact such other business as may be transacted at an annual general meeting or raised by shareholders with or without advance notice to the company. Information relating to the special resolutions 1. The directors of the company or its subsidiaries will only utilise the general authority to repurchase shares of the company as set out in special resolution number 4 to the extent that the directors, after considering the maximum number of shares to be repurchased, are of the opinion that the position of the group would not be compromised as to the following: the group s ability in the ordinary course of business to pay its debts for a period of 12 months after the date of this AGM and for a period of 12 months after the repurchase; the consolidated assets of the group will at the time of the AGM and at the time of making such determination be in excess of the consolidated liabilities of the group. The assets and liabilities should be recognised and measured in accordance with the accounting policies used in the latest audited annual financial statements of the group; 76 PSG GROUP LTD

79 NOTICE OF ANNUAL GENERAL MEETING continued the ordinary capital and reserves of the group after the repurchase will remain adequate for the purpose of the business of the group for a period of 12 months after the AGM and after the date of the share repurchase; and the working capital available to the group after the repurchase will be sufficient for the group s requirements for a period of 12 months after the date of the notice of the AGM. General information in respect of major shareholders, material changes and the share capital of the company is contained in the annual report of which this notice forms part, as well as the full set of annual financial statements, being available on PSG Group s website at or which may be requested and obtained in person, at no charge, at the registered office of PSG Group during office hours. 2. The directors, whose names appear on page 15 of the annual report of which this notice forms part, collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this notice of AGM contains all information required by the Listings Requirements. 3. Special resolutions numbers 2, 3 and 4 are renewals of resolutions taken at the previous annual general meeting held on 19 June Voting 1. The date on which shareholders must be recorded as such in the share register maintained by the transfer secretaries of the company ( the share register ) for purposes of being entitled to receive this notice is Friday, 13 May The date on which shareholders must be recorded in the share register for purposes of being entitled to attend and vote at this AGM is Friday, 17 June 2016, with the last day to trade being Thursday, 9 June Meeting participants will be required to provide proof of identification to the reasonable satisfaction of the chairman of the AGM and must accordingly bring a copy of their identity document, passport or driver s licence to the AGM. If in doubt as to whether any document will be regarded as satisfactory proof of identification, meeting participants should contact the transfer secretaries for guidance. 4. Shareholders entitled to attend and vote at the AGM may appoint one or more proxies to attend, speak and vote thereat in their stead. A proxy need not be a shareholder of the company. A form of proxy, which sets out the relevant instructions for its completion, is enclosed for use by a certificated shareholder or own-name registered dematerialised shareholder who wishes to be represented at the AGM. Completion of a form of proxy will not preclude such shareholder from attending and voting (in preference to that shareholder s proxy) at the AGM. 5. The instrument appointing a proxy and the authority (if any) under which it is signed must reach the transfer secretaries of the company at the address provided on the inside back cover of this annual report by not later than 12:00 on Wednesday, 22 June Dematerialised shareholders, other than own-name registered dematerialised shareholders, who wish to attend the AGM in person, will need to request their Central Securities Depository Participant ( CSDP ) or broker to provide them with the necessary authority in terms of the custody agreement entered into between such shareholders and the CSDP or broker. ANNUAL REPORT

80 NOTICE OF ANNUAL GENERAL MEETING continued 7. Dematerialised shareholders, other than own-name registered dematerialised shareholders, who are unable to attend the AGM and who wish to be represented thereat, must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between themselves and the CSDP or broker in the manner and time stipulated therein. 8. Shareholders present in person, by proxy or by authorised representative shall, on a show of hands, have one vote each and, on a poll, will have one vote in respect of each share held. By order of the board PSG Corporate Services (Pty) Ltd Per A Rossouw Company secretary 13 May 2016 Stellenbosch 78 PSG GROUP LTD

81 PSG FORM OF PROXY (Incorporated in the Republic of South Africa) (Registration number 1970/008484/06) JSE share code: PSG ISIN code: ZAE ( PSG Group or the company ) FORM OF PROXY FOR USE BY CERTIFICATED AND OWN-NAME DEMATERIALISED SHAREHOLDERS ONLY For use at the annual general meeting of ordinary shareholders of the company to be held at 12:00 at Spier Wine Estate, on Friday, 24 June 2016 ( the AGM ). I/We (full name in print) of (address) being the registered holder of ordinary shares hereby appoint: 1. or failing him/her, 2. or failing him/her, 3. the chairman of the AGM, as my proxy to vote for me/us at the AGM for purposes of considering and, if deemed fit, passing, with or without modification, the ordinary resolutions and special resolutions to be proposed thereat and at each adjournment thereof and to vote for and/or against the resolutions and/or abstain from voting in respect of the shares registered in my/our name(s) in accordance with the following instructions (see Notes): 1.1 Ordinary resolution number 1: To re-elect Mr ZL Combi as director 1.2 Ordinary resolution number 2: To re-elect Mr J de V du Toit as director 1.3 Ordinary resolution number 3: To re-elect Mr MM du Toit as director 1.4 Ordinary resolution number 4: To re-elect Mr JF Mouton as director 1.5 Ordinary resolution number 5: To re-elect Mr W Theron as director 1.6 Ordinary resolution number 6: To confirm Ms B Mathews appointment as director 2.1 Ordinary resolution number 7: To re-appoint Mr PE Burton as a member of the audit and risk committee 2.2 Ordinary resolution number 8: To re-appoint Mr J de V du Toit as a member of the audit and risk committee 2.3 Ordinary resolution number 9: To appoint Ms B Mathews as a member of the audit and risk committee 2.4 Ordinary resolution number 10: To re-appoint Mr CA Otto as a member of the audit and risk committee 3. Ordinary resolution number 11: To re-appoint PricewaterhouseCoopers Inc. as the auditor 4. Ordinary resolution number 12: General authority to issue ordinary shares for cash 5. Special resolution number 1: Remuneration of non-executive directors 6.1 Special resolution number 2: Inter-company financial assistance 6.2 Special resolution number 3: Financial assistance for acquisition of shares in a related or inter-related company 7. Special resolution number 4: Share buy-back by PSG Group and its subsidiaries 8. Special resolution number 5: Amendment to the memorandum of incorporation of PSG Group in relation to fractions Number of shares In favour of Against Abstain Please indicate your voting instruction by way of inserting the number of shares or by a cross in the space provided should you wish to vote all of your shares. Signed at on this day of Signature(s) Assisted by (where applicable) (state capacity and full name) Each PSG Group shareholder is entitled to appoint one or more proxy(ies) (who need not be a shareholder(s) of the company) to attend, speak and vote in his/her stead at the AGM.

82 PSG FORM OF PROXY continued Notes 1. A PSG Group shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder s choice in the space(s) provided, with or without deleting the chairman of the AGM. The person whose name appears first on the form of proxy and who is present at the AGM will be entitled to act as proxy to the exclusion of those whose names follow. 2. A PSG Group shareholder s instructions to the proxy must be indicated by the insertion of the relevant number of shares to be voted on behalf of that shareholder in the appropriate box provided or by the insertion of a cross if all shares should be voted on behalf of that shareholder. Failure to comply with the above will be deemed to authorise the chairman of the AGM, if he/she is the authorised proxy, to vote in favour of the resolutions at the AGM, or any other proxy to vote or to abstain from voting at the AGM as he/she deems fit, in respect of all the shares concerned. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder or his/her proxy, but the total of the votes cast and in respect whereof abstentions are recorded may not exceed the total of the votes exercisable by the shareholder or his/her proxy. 3. When there are joint registered holders of any shares, any one of such persons may vote at the AGM in respect of such shares as if he/she was solely entitled thereto, but, if more than one of such joint holders be present or represented at any AGM, that one of the said persons whose name stands first in the register in respect of such shares or his/her proxy, as the case may be, shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased shareholder, in whose name any shares stand, shall be deemed joint holders thereof. 4. Forms of proxy must be completed and returned to be received by the transfer secretaries of the company, Computershare Investor Services (Pty) Ltd (PO Box 61051, Marshalltown, 2107), by not later than 12:00 on Wednesday, 22 June Any alteration or correction made to this form of proxy must be initialled by the signatory(ies). 6. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the company s transfer secretaries or waived by the chairman of the AGM. 7. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the AGM and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so.

83 Summarised standalone financial statements These summarised standalone financial statements comprise a summary of the audited standalone annual financial statements of PSG Financial Services Ltd. The standalone annual financial statements, including these summarised standalone financial statements, were compiled under the supervision of the group financial director, Mr WL Greeff, CA(SA), and were audited by PSG Financial Services Ltd s external auditor, PricewaterhouseCoopers Inc. The standalone annual financial statements, including the unmodified audit opinion, are available on PSG Group Ltd s website at or may be requested and obtained in person, at no charge, at the registered office of PSG Financial Services Ltd during office hours. ANNUAL REPORT

84 STANDALONE FINANCIAL STATEMENTS continued APPROVAL OF ANNUAL FINANCIAL STATEMENTS The directors are responsible for the maintenance of adequate accounting records and to prepare annual financial statements that fairly represent the state of affairs and the results of the company. The external auditor is responsible for independently auditing and reporting on the fair presentation of the annual financial statements. Management fulfils this responsibility primarily by establishing and maintaining accounting systems and practices adequately supported by internal accounting controls. Such controls provide assurance that the company s assets are safeguarded, that transactions are executed in accordance with management s authorisations and that the financial records are reliable. The annual financial statements are prepared in accordance with International Financial Reporting Standards ( IFRS ); the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee; the Financial Reporting Pronouncements, as issued by the Financial Reporting Standards Council; the manner required by the Companies Act; and the JSE Listings Requirements, and incorporate full and reasonable disclosure. Appropriate and recognised accounting policies are consistently applied. These summarised standalone financial statements were derived from the standalone annual financial statements and do not contain all the disclosures required by IFRS and the requirements of the Companies Act. Reading these summarised standalone financial statements, therefore, is not a substitute for reading the standalone annual financial statements of PSG Financial Services Ltd. The company has not appointed an audit committee since the functions in terms of section 94 of the Companies Act, are performed on its behalf by the audit committee of its holding company, PSG Group Ltd. The audit and risk committee of PSG Group Ltd has confirmed to the directors of the company that these functions have been performed without any exceptions noted in relation to the annual financial statements and that they are satisfied that the auditor was independent of the company. The audit and risk committee of PSG Group Ltd, the company s holding company, meets regularly with the external auditor, as well as senior management, to evaluate matters concerning accounting policies, internal control, auditing and financial reporting. The external auditor has unrestricted access to all records, assets and personnel as well as to the PSG Group Ltd Audit and Risk Committee. The annual financial statements are prepared on the going concern basis, since the directors have every reason to believe that the company has adequate resources to continue for the foreseeable future. The annual financial statements, including the summarised standalone financial statements set out on pages 83 to 91, were approved by the board of directors of PSG Financial Services Ltd and are signed on its behalf by: JF Mouton PJ Mouton WL Greeff Chairman Chief executive officer Financial director DECLARATION BY THE COMPANY SECRETARY We declare that, to the best of our knowledge, the company has lodged with the Registrar all such returns and notices as are required of a public company in terms of the Companies Act, and that all such returns and notices are true, correct and up to date. PSG Corporate Services (Pty) Ltd Per A Rossouw Company secretary 13 May 2016 Stellenbosch 82 PSG GROUP LTD

85 DIRECTORS REPORT DIRECTORS REPORT Nature of business PSG Financial Services Ltd, being an investment holding company, offers, through its various subsidiaries, associates and joint ventures, a broad range of goods and services. These goods and services mainly comprise financial services (financial advice, stockbroking, fund management, insurance, financing, banking, investing and advisory services), logistical services, food and related goods and services, and private education services. The various activities are set out in further detail in the review of operations section (page 18) of this annual report. Operating results The operating results and state of affairs of the company are set out in the attached summarised income statement and summarised statements of financial position, comprehensive income, changes in equity and notes thereto. The company s profit for the year amounted to R598m (2015: R422m). Stated capital The company issued ordinary shares during the prior year. No other changes took place in the company s issued share capital. Dividends Ordinary Dividends declared and paid during the current and prior year are set out in the statement of changes in equity. Preference The directors have declared the following dividends in respect of the cumulative, non-redeemable, nonparticipating preference shares: Cents per share Interim 390,8 380,6 Final 404,2 382,2 Total 795,0 762,8 Directors The directors of the company are exactly the same as PSG Group Ltd s (which appear on page 15). Holding company The company is a wholly-owned subsidiary of PSG Group Ltd, except for the (2015: ) preference shares which are listed on the JSE. Shareholding of directors The directors held no interest in the preference share capital of the company during the year under review, nor at any time up to the date of this report. Secretary The secretary of the company is PSG Corporate Services (Pty) Ltd. The business and postal addresses are set out on the inside back cover. ANNUAL REPORT

86 STANDALONE FINANCIAL STATEMENTS continued REPORT OF THE INDEPENDENT AUDITOR to the shareholders of PSG Financial Services Ltd These summarised standalone financial statements, which comprise the summarised standalone statement of financial position as at 29 February 2016, and the summarised standalone statements of income, comprehensive income and changes in equity for the year then ended, and related notes, as set out on pages 85 to 91, are derived from the audited annual financial statements of PSG Financial Services Ltd. We expressed an unmodified audit opinion on those annual financial statements in our report dated 13 May These summarised standalone financial statements do not contain all the disclosures required by International Financial Reporting Standards and the requirements of the Companies Act, as applicable to annual financial statements. Reading the summarised standalone financial statements, therefore, is not a substitute for reading the audited standalone annual financial statements of PSG Financial Services Ltd. Directors responsibility for the summarised financial statements The directors are responsible for the preparation of a summarised version of the audited standalone annual financial statements in accordance with the requirements of section 8.57 of the JSE Listings Requirements, and the requirements of the Companies Act, as applicable to summarised financial statements, and for such internal controls as the directors determine is necessary to enable the preparation of summarised standalone financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on the summarised standalone financial statements based on our procedures, which were conducted in accordance with International Standard on Auditing 810, Engagements to Report on Summary Financial Statements. Opinion In our opinion, these summarised standalone financial statements derived from the audited standalone annual financial statements of PSG Financial Services Ltd are consistent, in all material respects, with those standalone annual financial statements, in accordance with the requirements of Section 8.57 of the JSE Listings Requirements, and the requirements of the Companies Act, as applicable to summarised financial statements. Other reports required by the Companies Act The Other reports required by the Companies Act paragraph in our audit report dated 13 May 2016 states that as part of our audit of the standalone annual financial statements, we have read the directors report, the audit and risk committee s report and the company secretary s certificate for the purpose of identifying whether there are material inconsistencies between these reports and the audited standalone annual financial statements. These reports are the responsibility of the respective preparers. The paragraph also states that, based on reading these reports, we have not identified material inconsistencies between these reports and the standalone annual financial statements. The paragraph furthermore states that we have not audited these reports and accordingly do not express an opinion on these reports. The paragraph does not have an effect on the summarised standalone financial statements or our opinion thereon. PricewaterhouseCoopers Inc. Director: D de Jager Registered auditor 13 May 2016 Stellenbosch 84 PSG GROUP LTD

87 STANDALONE FINANCIAL STATEMENTS continued SUMMARISED STANDALONE STATEMENT OF FINANCIAL POSITION as at 29 February Notes Rm Rm Assets Investment in subsidiaries Investment in associates Equity securities Deferred income tax 3 10 Loans and advances Derivative financial instruments Receivables 23 Total assets Equity Stated capital Ordinary shares Preference shares Other reserves Retained earnings Total equity Liabilities Borrowings Derivative financial instruments Deferred income tax Trade and other payables Total liabilities Total equity and liabilities ANNUAL REPORT

88 STANDALONE FINANCIAL STATEMENTS continued SUMMARISED STANDALONE INCOME STATEMENT Notes Rm Rm Income Investment income Gain on disposal of investment in associate 5 Fair value gains on derivative financial instruments 2 Total income Expenses Marketing, administration and other expenses * Total expenses Profit before finance costs and taxation Finance costs (19) (22) Profit before taxation Taxation 8 (2) Profit for the year * Marketing, administration and other expenses are less than R1m. SUMMARISED STANDALONE STATEMENT OF COMPREHENSIVE INCOME Notes Rm Rm Profit for the year Other comprehensive income Fair value gains on equity securities Taxation on fair value gains 8 (182) (124) Total comprehensive income for the year PSG GROUP LTD

89 STANDALONE FINANCIAL STATEMENTS continued SUMMARISED STANDALONE STATEMENT OF CHANGES IN EQUITY Stated capital Preference Ordinary shares shares Other reserves Retained earnings Total Rm Rm Rm Rm Rm Balance at 1 March Profit for the year Other comprehensive income Fair value gains on equity securities Transactions with owners (166) Issue of ordinary shares Dividend ordinary shares (33) (33) Dividend preference shares (133) (133) Balance at 28 February Profit for the year Other comprehensive income Fair value gains on equity securities Transactions with owners Common control transaction Transfer between reserves (2 126) Dividend ordinary shares (1 300) (1 300) Dividend preference shares (138) (138) Balance at 29 February ANNUAL REPORT

90 STANDALONE FINANCIAL STATEMENTS continued NOTES TO THE SUMMARISED STANDALONE FINANCIAL STATEMENTS 1. Basis of presentation and accounting policies These summarised standalone financial statements, which should be read in conjunction with either PSG Group Ltd ( PSG ) or PSG Financial Services Ltd s ( PSL ) consolidated annual financial statements, have been derived from the standalone annual financial statements of PSL, which have been prepared in accordance with International Financial Reporting Standards ( IFRS ); the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee; the Financial Reporting Pronouncements, as issued by the Financial Reporting Standards Council; the manner required by the Companies Act and the JSE Listings Requirements. PSL has only presented summarised standalone financial statements in this annual report, as PSL is the only significant asset of PSG. The consolidated annual financial statements of PSL are therefore very similar to those of PSG, a summarised version of which have been presented on pages 39 to 69. The principal accounting policies applied in the preparation of these summarised standalone financial statements are similar to those of PSG, as set out in note 1 to PSG s summarised consolidated financial statements. These policies have been consistently applied to all the years presented. 2. Investment in subsidiaries Company Interest held directly % % Carrying value 2016 Rm 2015 Rm Curro Holdings Ltd 1 58,3 57, Dipeo Capital (RF) (Pty) Ltd 49,0 49,0 Ou Kollege Beleggings Ltd 100,0 100, PSG Africa Holdings (Pty) Ltd 98,0 98, PSG Capital (Pty) Ltd 100,0 100,0 4 4 PSG Corporate Services (Pty) Ltd 100,0 100, PSG Konsult Ltd 61,9 62, PSG Private Equity (Pty) Ltd 100,0 100, Thembeka Capital (RF) Ltd 2 100, Zeder Investments Ltd 3 34,6 33, Other 100,0 100, During the year, the company s direct interest in Curro Holdings Ltd increased mainly as a result of the distribution from Thembeka Capital (RF) Ltd detailed below. The company s interest in Curro Holdings Ltd diluted marginally during the year as a result of shares being issued in terms of Curro Holdings Ltd s share incentive scheme. 2 During the prior year, the company acquired the 49% interest previously held by PSG Private Equity (Pty) Ltd, a subsidiary, in Thembeka Capital (RF) Ltd. Furthermore, PSG Group Ltd, being the company s holding company, acquired the remaining 51% interest in Thembeka Capital (RF) Ltd by way of a scheme of arrangement, whereafter PSG Group Ltd disposed of such interest to the company in exchange for the issue of shares. During the year, Thembeka Capital (RF) Ltd distributed its remaining assets (which mainly included interests of 2,5% in Capitec Bank Holdings Ltd and 1,3% in Curro Holdings Ltd) to the company in terms of section 47 of the Income Tax Act and commenced liquidation proceedings. 3 Zeder Investments Ltd is a subsidiary of the company through its 34,6% (2015: 33,8%) shareholding, board representation and a management agreement in terms of which PSG Corporate Services (Pty) Ltd (being a whollyowned subsidiary of the company) provides management and administrative services to a subsidiary of Zeder Investments Ltd. During the year, the company s interest in Zeder Investments Ltd diluted to 32%, whereafter the company increased it s shareholding to 34,6% for a cash consideration of R231m. 88 PSG GROUP LTD

91 STANDALONE FINANCIAL STATEMENTS continued 2. Investment in subsidiaries (continued) Only significant subsidiaries are disclosed opposite, with all being incorporated in the Republic of South Africa. Details of the nature of activities of significant subsidiaries are disclosed in the front section of this annual report. Further details of subsidiaries are available at the registered offices of the relevant group companies. 3. Investment in associates Company Interest held directly % % Carrying value 2016 Rm Capitec Bank Holdings Ltd 30,7 28, Details of Capitec Bank Holdings Ltd s operations are disclosed in the front section of this annual report. 4. Equity securities Equity securities consist of (2015: ) ordinary shares in PSG Group Ltd, the company s JSE-listed holding company, and are classified as available-for-sale Rm 5. Loans and advances Unsecured loan Unsecured loans to wholly-owned subsidiaries Preference share investments Subsidiary Associate Other Current portion Non-current portion The loan receivable from a subsidiary at 28 February 2015 carried interest at prime plus 2% and was converted during the year into unsecured preference shares with a similar dividend rate, being redeemable during March The unsecured preference shares held at 28 February 2015 carried prime-linked dividend rates ranging between 9,7% and 11,3%, and were redeemed during the year under review. 2 These loans are interest-free with no fixed terms of repayment. 3 These preference shares are unsecured, carry no dividend rate and are redeemable during November Preference shares with a carrying value of R66m (2015: R65m) are secured, carry a fixed dividend rate of 8,44% and are redeemable during May The counterparty to same is related to Mr FJ Gouws, a director of the company. The remaining preference shares are unsecured, carry a dividend rate of prime less 1% and are redeemable during September ANNUAL REPORT

92 STANDALONE FINANCIAL STATEMENTS continued 2016 Rm 2015 Rm 6. Borrowings Current Unsecured loan from holding company Unsecured loans from wholly-owned subsidiaries Unsecured bank borrowings These loans are interest-free with no fixed terms of repayment. 2 This loan carried interest at 7,5% and was repaid shortly after the prior reporting date Investment income Interest income loans and advances Dividend income Preference share dividend income Equity securities classified as available-for-sale Dividends from subsidiaries Dividends from associates Taxation Current taxation current year (1) Deferred taxation current year (1) Components of other comprehensive income carried a tax charge of R182m (2015: R124m) (2) 9. Non-cash transactions The company does not have any cash and cash equivalents, and transactions are effected through the intergroup loan accounts. Accordingly, no statement of cash flows has been presented. Significant movements in assets and liabilities relating to investment and financing activities have been summarised opposite. 90 PSG GROUP LTD

93 STANDALONE FINANCIAL STATEMENTS continued 2016 Rm 2015 Rm 9. Non-cash transactions (continued) Investing activities Additional investment in subsidiaries (651) (2 324) Proceeds on disposal of investment in associates 19 Increase in loans and advances (712) Redemption of preference share investments Increase in loans to wholly-owned subsidiaries (50) (404) (3 047) Financing activities Issue of ordinary shares Increase in borrowings Dividend paid to ordinary shareholder (1 300) (33) Dividend paid to preference shareholders (135) (128) (132) Preference share analysis Shareholders Shares held Range of shareholding Number % Number % , , , , , , , , , ,2 Over , ,1 Public shareholding , ,0 Apart from Standard Chartered and Allan Gray Stable Fund holding (13,8%) and (6,2%) of the company s issued preference shares, respectively, no other individual shareholder or fund held 5% or more of the issued preference shares as at 29 February 2016, nor were any shares held by non-public shareholders. ANNUAL REPORT

94 NOTICE OF GENERAL MEETING Notice is hereby given of the general meeting of preference shareholders of PSG Financial Services Ltd ( PSG Financial Services or the company ) to be held in the boardroom, 1st floor Ou Kollege building, 35 Kerk Street, Stellenbosch, on Thursday, 23 June 2016, at 09:00 ( the general meeting ). Purpose The purpose of the general meeting is to transact the business set out in the agenda below. Agenda To consider and, if deemed fit, approve, with or without modification, the following ordinary resolutions: Note: For the ordinary resolutions to be adopted, at least 75% of the voting rights exercised on each such ordinary resolution must be exercised in favour thereof, as required in terms of the memorandum of incorporation of the company and by the Listings Requirements of the JSE Ltd ( JSE ). 1. Ordinary resolution number 1: Unissued cumulative, non-redeemable, non-participating preference shares placed under the control of the directors Resolved that the unissued, cumulative, non-redeemable, non-participating preference shares in the company ( the preference shares ) be and are hereby placed under the control of the directors, until the next annual general meeting of the ordinary shareholder of the company or general meeting of preference shareholders of the company, whichever is the latest, and that the directors be and are hereby authorised to issue any such preference shares as they may deem fit provided that any preference shares issued pursuant to this authority shall rank pari passu with the existing issued preference shares, and such authority shall be limited to issuing such number of preference shares which, when taken together, do not exceed a cumulative clean subscription price of R300 million (i.e. the cumulative subscription payable for the preference shares less accrued dividends on such preference shares), subject to the South African Companies Act, 71 of 2008, as amended ( the Companies Act ), the memorandum of incorporation of the company, and the provisions of the Listings Requirements of the JSE ( Listings Requirements ), save that the aforementioned R300 million limitation shall not apply to any preference shares issued in terms of a rights offer. The reason for ordinary resolution number 1 is that the board requires authority from the preference shareholders in terms of its memorandum of incorporation and in terms of the Listings Requirements to issue further listed preference shares from its existing unissued preference share capital. This general authority, once granted, allows the board from time to time, when it is appropriate to do so, to issue listed preference shares as may be required, inter alia, in terms of capital raising exercises and to maintain a healthy capital adequacy ratio. This general authority is subject to the restriction that it is limited to issuing such number of preference shares which, when taken together, do not exceed a cumulative clean subscription price of R300 million, that preference shares issued in terms thereof shall rank pari passu in all respects with the listed preference shares already in issue and that it shall be valid until the next annual general meeting of the ordinary shareholder of the company or general meeting of preference shareholders of the company, whichever is the latest. 2. Ordinary resolution number 2: General authority to issue preference shares for cash Resolved that, to the extent required by the Listings Requirements, if applicable, the directors of the company be and are hereby authorised, by way of a general authority, to allot and issue any of the preference shares in the company, placed under their control, for cash as they in their discretion may deem fit, without restriction, subject to the provisions of the company s memorandum of incorporation, the Companies Act and the Listings Requirements, to the extent applicable, including that: the approval shall be valid until the date of the next annual general meeting of the ordinary shareholder of the company or general meeting of preference shareholders of the company, whichever is the latest, provided it shall not extend beyond fifteen months from the date of this resolution; 92 PSG GROUP LTD

95 NOTICE OF GENERAL MEETING continued the general issues of shares for cash, in the aggregate, under this authority, may not exceed 15% of the company s issued share capital (number of securities) of that class as at the date of this notice of the general meeting, it being recorded that preference shares issued pursuant to a rights offer to preference shareholders shall not diminish the number of preference shares that comprise the 15% of the preference shares that can be issued in terms of this ordinary resolution. As at the date of this notice of general meeting, 15% of the issued listed preference shares of the company amounts to preference shares; in determining the price at which an issue of preference shares will be made in terms of this authority, the maximum discount permitted will be 10% of the weighted average traded price of such shares, as determined over the 30 business days prior to the date that the price of the issue is agreed between the issuer and the party subscribing for the securities. The JSE will be consulted for a ruling if the securities have not traded in such 30 business day period; any such issue will only be made to public shareholders as defined in paragraphs 4.25 to 4.27 of the Listings Requirements and not to related parties; any such issue will only comprise securities of a class already in issue or, if this is not the case, will be limited to such securities or rights that are convertible into a class already in issue; and in the event that the securities issued represent, on a cumulative basis, 5% or more of the number of securities in issue prior to that issue, an announcement containing the full details of such issue shall be published on SENS, and it being resolved, for the avoidance of doubt, that the company shall not be required to comply with the provisions of the authority contained in this resolution should same not be required by the Listings Requirements. For listed entities wishing to issue listed ordinary shares for cash, it is necessary for the board of the company to obtain the prior authority of ordinary shareholders in accordance with the Listings Requirements. It is not clear whether the JSE will apply this requirement to the issue of listed preference shares for cash. The reason for this resolution is that, in the interests of prudence and good corporate governance, the company is obtaining, to the extent required, the approval of its preference shareholders for general issues of preference shares for cash in the event that such authority is deemed to be a requirement in terms of the Listings Requirements. Should it transpire that such authority is not required, the company will naturally not be bound to adhere to the terms of the authority granted in terms of this resolution. Voting 1. The date on which preference shareholders ( preference shareholders or shareholders ) must be recorded as such in the preference share register maintained by the transfer secretaries of the company ( the share register ) for purposes of being entitled to receive this notice is Friday, 13 May The date on which shareholders must be recorded in the share register for purposes of being entitled to attend and vote at this meeting is Friday, 17 June 2016, with the last day to trade being Thursday, 9 June Meeting participants will be required to provide proof of identification to the reasonable satisfaction of the chairman of the general meeting and must accordingly bring a copy of their identity document, passport or driver s licence to the general meeting. If in doubt as to whether any document will be regarded as satisfactory proof of identification, meeting participants should contact the transfer secretaries for guidance. 4. Shareholders entitled to attend and vote at the general meeting may appoint one or more proxies to attend, speak and vote thereat in their stead. A proxy need not be a shareholder of the company. A form of proxy, which sets out the relevant instructions for its completion, is enclosed for use by a certificated shareholder or own-name registered dematerialised shareholder who wishes to be represented at the general meeting. Completion of a form of proxy will not preclude such shareholder from attending and voting (in preference to that shareholder s proxy) at the general meeting. ANNUAL REPORT

96 NOTICE OF GENERAL MEETING continued 5. The instrument appointing a proxy and the authority (if any) under which it is signed must reach the transfer secretaries of the company at the address provided on the inside back cover of this annual report by not later than 09:00 on Tuesday, 21 June Dematerialised shareholders, other than own-name registered dematerialised Shareholders, who wish to attend the general meeting in person will need to request their Central Securities Depository Participant ( CSDP ) or broker to provide them with the necessary authority in terms of the custody agreement entered into between such Shareholders and the CSDP or broker. 7. Dematerialised shareholders, other than own-name registered dematerialised Shareholders, who are unable to attend the general meeting and who wish to be represented thereat, must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between themselves and the CSDP or broker in the manner and time stipulated therein. Shareholders present in person, by proxy or by authorised representative shall, on a show of hands, have one vote each and, on a poll, will have one vote in respect of each share held. By order of the board PSG Corporate Services (Pty) Ltd Per A Rossouw Company secretary 13 May 2016 Stellenbosch 94 PSG GROUP LTD

97 PSL FORM OF PROXY (Incorporated in the Republic of South Africa) (Registration number 1919/000478/06) (a wholly-owned subsidiary of PSG Group Ltd) JSE share code: PGFP ISIN code: ZAE ( PSL or the company ) FORM OF PROXY FOR USE BY CERTIFICATED AND OWN-NAME DEMATERIALISED SHAREHOLDERS ONLY For use at the general meeting of preference shareholders of the company to be held on Thursday, 23 June 2016, at 09:00 in the boardroom, 1st Floor Ou Kollege building, 35 Kerk Street, Stellenbosch ( the general meeting ). I/We (full name in print) of (address) being the registered holder of preference shares hereby appoint: 1. or failing him/her, 2. or failing him/her, 3. the chairman of the general meeting, as my proxy to vote for me/us at the general meeting for purposes of considering and, if deemed fit, passing, with or without modification, the ordinary resolutions to be proposed thereat and at each adjournment thereof and to vote for and/or against the resolutions and/or abstain from voting in respect of the preference shares registered in my/our name(s) in accordance with the following instructions (see Notes): 1. Ordinary resolution number 1: Unissued preference shares placed under control of the directors 2. Ordinary resolution number 2: General authority to issue preference shares for cash Number of preference shares In favour of Against Abstain Please indicate your voting instruction by way of inserting the number of preference shares or by a cross in the space provided should you wish to vote all of your shares. Signed at on this day of Signature(s) Assisted by (where applicable) (state capacity and full name) Each PSL preference shareholder is entitled to appoint one or more proxy(ies) (who need not be a preference shareholder(s) of the company) to attend, speak and vote in his/her stead at the general meeting.

98 PSL FORM OF PROXY continued Notes 1. A PSL preference shareholder ( shareholder or PSG Financial Services shareholder ) may insert the name of a proxy or the names of two alternative proxies of the shareholder s choice in the space(s) provided, with or without deleting the chairman of the general meeting. The person whose name appears first on the form of proxy and who is present at the general meeting will be entitled to act as proxy to the exclusion of those whose names follow. 2. A PSG Financial Services shareholder s instructions to the proxy must be indicated by the insertion of the relevant number of preference shares to be voted on behalf of that shareholder in the appropriate box provided or by the insertion of a cross if all shares should be voted on behalf of that shareholder. Failure to comply with the above will be deemed to authorise the chairman of the general meeting, if he/she is the authorised proxy, to vote in favour of the resolutions at the general meeting, or any other proxy to vote or to abstain from voting at the general meeting as he/she deems fit, in respect of all the shares concerned. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder or his/her proxy, but the total of the votes cast and in respect whereof abstentions are recorded may not exceed the total of the votes exercisable by the shareholder or his/her proxy. 3. When there are joint registered holders of any preference shares, any one of such persons may vote at the general meeting in respect of such preference shares as if he/she was solely entitled thereto, but, if more than one of such joint holders be present or represented at any meeting, that one of the said persons whose name stands first in the register in respect of such preference shares or his/her proxy, as the case may be, shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased shareholder, in whose name any preference shares stand, shall be deemed joint holders thereof. 4. Forms of proxy must be completed and returned to be received by the transfer secretaries of the company, Computershare Investor Services (Pty) Ltd (PO Box 61051, Marshalltown, 2107), by not later than 09:00 on Tuesday, 21 June Any alteration or correction made to this form of proxy must be initialled by the signatory(ies). 6. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the company s transfer secretaries or waived by the chairman of the general meeting. 7. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so.

99 ADMINISTRATION Details of PSG Group Ltd Details of PSG Financial Services Ltd Registration number: 1970/008484/06 Registration number: 1919/000478/06 Share code: PSG Share code: PGFP ISIN code: ZAE ISIN code: ZAE Secretary and registered office PSG Corporate Services (Pty) Ltd Registration number: 1996/004840/07 First floor Ou Kollege building 35 Kerk Street Stellenbosch 7600 PO Box 7403 Stellenbosch 7599 Telephone Facsimile Transfer secretary Computershare Investor Services (Pty) Ltd Ground floor 70 Marshall Street Johannesburg 2001 PO Box Marshalltown 2107 Corporate advisor and sponsor PSG Capital Broker PSG Online Auditor PricewaterhouseCoopers Inc. Principal banker FirstRand Bank Ltd Website address SHAREHOLDERS DIARY Financial year-end Profit announcement Annual general meetings PSG Financial Services Ltd PSG Group Ltd General meeting of PSG Financial Services Ltd preference shareholders Interim report for the six months ending 31 August February 18 April 23 June 24 June 23 June 12 October GREYMATTER & FINCH # 9958

100 ANNUAL FINANCIAL STATEMENTS These annual financial statements were compiled under the supervision of the group financial director, Mr WL Greeff, CA(SA), and were audited by the group's external auditor, PricewaterhouseCoopers Inc. These annual financial statements should be read in conjunction with PSG Group Ltd's annual report, which are available on PSG Group Ltd's website at or may be requested and obtained in person, at no charge, at the registered office of PSG Group Ltd during office hours.

101 CONTENTS PSG Group Ltd Page Report of the audit and risk committee 1 Declaration by the company secretary 1 Approval of annual financial statements 2 Directors' report 3 Report of the independent auditor 7 Statements of financial position 9 Income statements 10 Statements of comprehensive income 11 Statements of changes in equity 12 Statements of cash flows 13 Accounting policies 14 Notes to the annual financial statements 30 Annexure A - Material subsidiaries 81 Annexure B - Material associates and joint ventures 83 Annexure C - Segment report 85 PSG Financial Services Ltd Approval of annual financial statements 88 Declaration by the company secretary 88 Directors' report 89 Report of the independent auditor 90 Statement of financial position 92 Income statement 93 Statement of comprehensive income 93 Statement of changes in equity 94 Accounting policies 95 Notes to the annual financial statements 96 Annexure A - Investments 105

102 PSG GROUP LIMITED REPORT OF THE AUDIT AND RISK COMMITTEE The audit and risk committee ("the committee") reports that it has considered the matters set out in the Companies Act, 71 of 2008, as amended, and is satisfied with the independence and objectivity of the external auditor, PricewaterhouseCoopers Inc. The committee has considered and approved the fees payable to the external auditor and is satisfied with the extent of non-audit-related services performed. The committee also acted as the statutory audit committee of certain public company wholly-owned subsidiaries that are legally required to have such a committee. The committee has satisfied itself that the financial function, including the financial director, has the appropriate expertise, experience and resources, and is satisfied that the internal financial controls of the company are working effectively. A board-approved audit and risk committee charter stipulating, inter alia, the committee's composition, duties and responsibilities, has been adopted. The committee is satisfied that it complied with the responsibilities as set out in the audit and risk committee charter as well as relevant legal and regulatory responsibilities. Based on the information and explanations given by management and discussions with the independent external auditor regarding the results of their audit, the committee is satisfied that there was no material breakdown in the internal financial controls during the financial year under review. The committee has evaluated the annual financial statements of the company and group for the year ended 29 February 2016, and based on the information provided to the committee, considers that the company and group complies, in all material respects, with the requirements of the Companies Act, 71 of 2008, as amended, and International Financial Reporting Standards. J de V du Toit Chairman 13 May 2016 Stellenbosch DECLARATION BY THE COMPANY SECRETARY We declare that, to the best of our knowledge, the company has lodged with the Registrar all such returns and notices as are required of a public company in terms of the Companies Act, 71 of 2008, as amended, and that all such returns and notices are true, correct and up to date. PSG Corporate Services (Pty) Ltd Per A Rossouw Company secretary 13 May 2016 Stellenbosch 1

103 PSG GROUP LIMITED APPROVAL OF ANNUAL FINANCIAL STATEMENTS The directors are responsible for the maintenance of adequate accounting records and to prepare annual financial statements that fairly represent the state of affairs and the results of the company and group. The external auditor is responsible for independently auditing and reporting on the fair presentation of the annual financial statements. Management fulfils this responsibility primarily by establishing and maintaining accounting systems and practices adequately supported by internal accounting controls. Such controls provide assurance that the group's assets are safeguarded, that transactions are executed in accordance with management's authorisations and that the financial records are reliable. The annual financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"); the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee; the Financial Reporting Pronouncements, as issued by the Financial Reporting Standards Council; the manner required by the Companies Act of South Africa; and the JSE Listings Requirements, and incorporate full and reasonable disclosure. Appropriate and recognised accounting policies are consistently applied. The audit and risk committee of the group meets regularly with the external auditor, as well as senior management, to evaluate matters concerning accounting policies, internal control, auditing and financial reporting. The external auditor has unrestricted access to all records, assets and personnel as well as to the audit and risk committee. The annual financial statements are prepared on the going concern basis, since the directors have every reason to believe that the group has adequate resources to continue for the foreseeable future. The annual financial statements set out on pages 3 to 87, were approved by the board of directors of PSG Group Ltd and are signed on its behalf by: JF Mouton PJ Mouton WL Greeff Chairman Chief executive officer Financial director 13 May 2016 Stellenbosch 2

104 PSG GROUP LIMITED DIRECTORS' REPORT NATURE OF BUSINESS PSG Group Ltd, being an investment holding company, offers a broad range of goods and services through its various subsidiaries, associates and joint ventures. These goods and services mainly comprise financial services (financial advice, stockbroking, fund management, insurance, financing, banking, investing and advisory services), logistical services, food and related goods and services, and private education services. OPERATING RESULTS The operating results and state of affairs of the company and group are set out in theattached income statements and statements of financial position, comprehensive income, changes in equity and cash flows, as well as the notes thereto. For the year under review, the group's recurring headline earnings amounted to R1,620.2 million (2015: R1,141.7 million), headline earnings amounted to R1,370.3 million (2015: R1,574.5 million) and earnings attributable to owners of the parent amounted to R1,483.1 million (2015: R1,560.4 million). The group's profit for the year amounted to R2,202.7 million (2015: R2,190.7 million). STATED CAPITAL Details regarding authorised and issued share capital are set out in note 18 to these annual financial statements. Movements in the number of ordinary shares in issue during the year under review were as follows: Number of shares Shares in issue at beginning of the year, gross of treasury shares Less : Treasury shares Held by a subsidiary (PSG Financial Services Ltd) ( ) ( ) Held by an associate (Thembeka Capital (RF) Ltd) ( ) Held by executives through loan funding advanced ( ) ( ) Held by the PSG Group Ltd Share Incentive Trust ( ) Held by the PSG Group Ltd Supplementary Share Incentive Trust ( ) ( ) Shares in issue at beginning of the year, net of treasury shares Specific issue (net of share buy-back) in terms of Thembeka Capital (RF) Ltd scheme of arrangement (refer note 4.1) General issue for cash at R95.00 per share General issue for cash at R97.00 per share General issue for cash at R per share General issue for cash at R per share General issue for cash at R per share Movement in treasury shares Shares released to participants by the PSG Group Ltd Share Incentive Trust Shares released to participants by the PSG Group Ltd Supplementary Share Incentive Trust Shares in issue at end of the year, net of treasury shares DIVIDENDS Details of dividends appear in note 39 to these annual financial statements. DIRECTORS Details of the company's directors at the date of this report are set out below: Executive WL Greeff JA Holtzhausen PJ Mouton BCompt (Hons), CA(SA) BIuris, LLB, HDip Tax BCom (Mathematics) Financial director Chief executive officer - PSG Capital Chief executive officer Appointed 13 October 2008 Appointed 13 May 2010 Appointed 16 February 2009 Non-executive JF Mouton FJ Gouws MJ Jooste + BCom (Hons), CA(SA), AEP BAcc, CA(SA) BAcc, CA(SA) Non-executive chairman Chief executive officer - PSG Konsult Ltd Chief executive officer - Steinhoff Appointed 25 November 1995 Appointed 25 February 2013 International Holdings N.V. Appointed 25 February 2002 AB la Grange (alternate to MJ Jooste) JJ Mouton W Theron BCom (Law), BCom (Hons), CTA, CA(SA) BAcc (Hons), CA(SA), MPhil (Cantab) BCompt (Hons), CA(SA) Chief financial officer - Steinhoff International Investment professional Chairman - PSG Konsult Ltd Holdings N.V. Appointed 18 April 2005 Appointed 2 March 2006 Appointed 30 July

105 PSG GROUP LIMITED DIRECTORS' REPORT DIRECTORS (continued) Independent non-executive PE Burton ^ + ZL Combi J de V du Toit * ^ BCom (Hons), PG Dip Tax Diploma in Public Relations BAcc, CA(SA), CFA Director of companies Director of companies Director of companies Appointed 19 March 2001 Appointed 14 July 2008 Appointed 30 January 1996 MM du Toit + B Mathews ^ CA Otto ^ + BSc, MBA BCom, CA(SA), HDip Tax BComLLB Chief executive officer - Rootstock Investment Consultant and director of companies Director of companies Management (Pty) Ltd Appointed 3 May 2016 Appointed 25 November 1995 Appointed 29 September 2009 * Lead independent director ^ Member of the audit and risk committee + Member of the remuneration committee DIRECTORS' EMOLUMENTS The following directors' emoluments were paid by the company and its subsidiaries in respect of the year ended 29 February 2016: Cash-based remuneration Basic Company Performance- Total Total Fees salary contributions related Audited R'000 R'000 R'000 R'000 R'000 R'000 Executive WL Greeff JA Holtzhausen PJ Mouton Non-executive PE Burton 1) ZL Combi 2) J de V du Toit 3) MM du Toit FJ Gouws 6) 9) 10) 11) 14) MJ Jooste 4) JF Mouton 5) JJ Mouton 6) 7) 12) 14) CA Otto 8) W Theron 13) 14) ) R221,159 (2015: R206,690) was paid in respect of PSG Group Ltd directors' fees, the balance represents fees received at a subsidiary level. 2) R132,306 (2015: R123,650) was paid in respect of PSG Group Ltd directors' fees, the balance represents fees received at a subsidiary level. 3) R218,355 (2015: R204,070) was paid in respect of PSG Group Ltd directors' fees, the balance represents fees received at a subsidiary level. 4) Paid to Steinhoff International Holdings Ltd. 5) Mr JF Mouton is no longer involved in the day-to-day running of PSG Group Ltd. However, he remains a leading strategist and generator of ideas, and plays an integral part in the success of the group. He is accordingly rewarded for same. 6) Executive of a subsidiary company during the year. 7) R132,306 (2015: R123,650) was paid in respect of PSG Group Ltd directors' fees to PSG Asset Management (Pty) Ltd, a subsidiary. 8) R213,872 (2015: R199,880) was paid in respect of PSG Group Ltd directors' fees, the balance represents fees received at a subsidiary level. 9) R132,306 (2015: R123,650) was paid in respect of PSG Group Ltd directors' fees to PSG Konsult Management Services (Pty) Ltd, a subsidiary. 10) Total performance-related bonus awarded on a subsidiary level was R15 million (2015: R12 million), of which R10.5 million (2015: R8.4 million) was paid out. The deferred portion will be paid in two amounts of R2.3 million (2015: R1.8 million) each, should the director remain in the subsidiary's service for one and two years, respectively. 11) In respect of Mr FJ Gouws, who is a United Kingdom tax resident, a subsidiary was obliged to pay United Kingdom National Insurance in an amount of R5.1 million (2015: R2.1 million). 12) A once-off amount of R1.2 million was paid to Mr JJ Mouton by a subsidiary during the year under review in recognition of changes made to his terms and conditions of employment. 13) R132,306 (2015: R123,650) was paid in respect of PSG Group Ltd directors' fees, the balance represents fees received at a subsidiary level. 14) In terms of the PSG Konsult Group Share Incentive Scheme, these directors have been awarded PSG Konsult Ltd share options as set out in the table below: 4

106 PSG GROUP LIMITED DIRECTORS' REPORT DIRECTORS' EMOLUMENTS (continued) Equity-based remuneration (PSG Konsult Ltd share options granted in terms of PSG Konsult Group Share Incentive Scheme) Number of Number of share Market price share options Number of share options per share on Vesting price options as at during year vesting date per share Date as at Audited 28 Feb 2015 Granted Vested R R granted 29 Feb 2016 FJ Gouws /07/ ( ) /03/ /03/ /04/ ( ) JJ Mouton (75 000) /03/ /03/ /04/ (75 000) W Theron ( ) /03/ ( ) /03/ ( ) ( ) Equity-based remuneration (PSG Group Ltd share options granted in terms of PSG Group Ltd Supplementary Share Incentive Trust) Number of Number of share Market price share options Number of share options per share on Vesting price options as at during year vesting date per share Date as at Audited 28 Feb 2015 Granted Vested R R granted 29 Feb 2016 Executive WL Greeff (61 296) /02/ (22 680) /02/ (26 045) /02/ ( ) /02/2014 * /02/ /02/ ( ) JA Holtzhausen (49 441) /02/ (24 948) /02/ (25 885) /02/ ( ) /02/2014 * /02/ /02/ ( ) PJ Mouton (75 465) /02/ (28 211) /02/ (32 263) /02/ ( ) /02/2014 * /02/ /02/ ( )

107 PSG GROUP LIMITED DIRECTORS' REPORT DIRECTORS' EMOLUMENTS (continued) Equity-based remuneration (PSG Group Ltd share options granted in terms of PSG Group Ltd Supplementary Share Incentive Trust) (continued) Number of Number of share Market price share options Number of share options per share on Vesting price options as at during year vesting date per share Date as at Audited 28 Feb 2015 Granted Vested R R granted 29 Feb 2016 Non-executive JF Mouton ( ) /04/ (50 488) /02/ (51 014) /02/ (42 791) /02/ ( ) /02/2014 * /02/ ( ) Total ( ) * Included in the 28 February 2014 share option allocation is a once-off allocation of 500,000 PSG Group Ltd share options each for a total of 2 million PSG Group Ltd share options, which was made to appropriately incentivise the aforementioned four directors. Retention of these directors' services are considered key to PSG Group Ltd's continued success. During the year under review, 25% of these share options vested. PRESCRIBED OFFICERS The members of the PSG Group Executive Committee ("Exco") are regarded as being the prescribed officers of the company. The Exco comprises Messrs JF Mouton (non-executive chairman), PJ Mouton (chief executive officer), WL Greeff (financial director) and JA Holtzhausen (executive). All being directors of PSG Group Ltd, their remuneration is detailed above. The duties and responsibilities of the Exco are set out in the chairman's letter and corporate governance report of the annual report available at SHAREHOLDING OF DIRECTORS The shareholding of directors, excluding the participation in the share incentive schemes (being disclosed above), in the issued share capital of the company as at 29 February 2016 was as follows: Beneficial Non-beneficial Total shareholding 2016 Total shareholding 2015 Audited Direct Indirect 1) Indirect Number % Number % PE Burton ZL Combi 2) J de V du Toit 4) MM du Toit 3) 4) WL Greeff JA Holtzhausen JF Mouton JJ Mouton PJ Mouton CA Otto W Theron Total ) 2) Includes, inter alia, shares held by trusts of which the directors are discretionary beneficiaries. Subsequent to year-end Mr ZL Combi disposed of 80,000 PSG Group Ltd ordinary shares. Save for the aforementioned, there has been no changes in the shareholding of directors between year-end and the date of this report. 3) Included are single stock future contracts amounting to 232,000 (2015: 400,000) PSG Group Ltd shares. 4) Related parties of Messrs J de V du Toit and MM du Toit have entered into total return swap agreements with a third party in respect of 1,280,000 and 2,452,830 PSG Group Ltd ordinary shares, respectively. In terms of the total return swap agreements, the third party will retain voting rights, while the related parties of messrs J de V du Toit and MM du Toit will be entitled to capital growth and other investment returns measured until 30 June 2018 and 30 June 2020, respectively. 6

108 7

109 8

110 PSG GROUP LIMITED STATEMENTS OF FINANCIAL POSITION as at 29 February 2016 ASSETS GROUP COMPANY Notes R'000 R'000 R'000 R'000 Property, plant and equipment Intangible assets Investment in subsidiary Loans granted to subsidiaries Investment in ordinary shares of associates Investment in preference shares of/loans granted to associates Investment in ordinary shares of joint ventures Investment in preference shares of/loans granted to joint ventures Employee benefits Unit-linked investments Equity securities Debt securities Deferred income tax assets Biological assets Investment in investment contracts Loans and advances Trade and other receivables Derivative financial assets Inventories Current income tax assets Reinsurance assets Cash and cash equivalents (including money market funds) Non-current assets held for sale Total assets EQUITY Equity attributable to owners of the parent Stated capital Treasury shares ( ) ( ) Other reserves Retained earnings/(accumulated loss) ( ) Non-controlling interests Total equity LIABILITIES Insurance contracts Third-party liabilities arising on consolidation of mutual funds Investment contracts Deferred income tax liabilities Borrowings Derivative financial liabilities Employee benefits Accruals for other liabilities and charges Trade and other payables Reinsurance liabilities Current income tax liabilities Non-current liabilities held for sale Total liabilities Total equity and liabilities

111 PSG GROUP LIMITED INCOME STATEMENTS GROUP COMPANY Notes R'000 R'000 R'000 R'000 Revenue from sale of goods Cost of goods sold 29 ( ) ( ) GROSS PROFIT FROM SALE OF GOODS INCOME Changes in fair value of biological assets Investment income Fair value gains and losses Fair value adjustment to investment contract liabilities 23 ( ) ( ) Commission, net insurance premiums and other fee income Other operating income * Total income EXPENSES Insurance claims and loss adjustments, net of recoveries 34 ( ) ( ) Marketing, administration and other expenses * 35 ( ) ( ) (1 868) (1 355) Total expenses ( ) ( ) (1 868) (1 355) INCOME FROM ASSOCIATES AND JOINT VENTURES Share of profits of associates and joint ventures Reversal of impairment/(impairment loss) of associates and joint ventures (3 759) Net profit on sale/dilution of interest in associates * Total income from associates and joint ventures Profit before finance costs and taxation Finance costs 36 ( ) ( ) Profit before taxation Taxation 37 ( ) ( ) Profit for the year Profit attributable to: Owners of the parent Non-controlling interests Earnings per share (cents) 38 Attributable/basic Diluted * Reclassified as set out in note

112 PSG GROUP LIMITED STATEMENTS OF COMPREHENSIVE INCOME GROUP COMPANY R'000 R'000 R'000 R'000 Profit for the year Other comprehensive loss for the year, net of taxation (72 442) (79 455) - - May be subsequently reclassified to profit or loss Currency translation adjustments ( ) (18 237) Reclassification of currency translation adjustments (1 015) Cash flow hedges (8 460) Reclassification cash flow hedges Fair value gains on available-for-sale investments 792 Share of other comprehensive income/(losses) and equity movements of associates (59 241) Reclassification of other comprehensive income and equity movements of associates on disposal (956) May not be subsequently reclassified to profit or loss Gains/(losses) from changes in financial and demographic assumptions of post-employment benefit obligations (18 304) Total comprehensive income for the year Attributable to: Owners of the parent Non-controlling interests

113 PSG GROUP LIMITED STATEMENTS OF CHANGES IN EQUITY Non- Stated Treasury Other Retained controlling capital shares reserves earnings interests Total GROUP R'000 R'000 R'000 R'000 R'000 R'000 Balance at 1 March ( ) Total comprehensive income - - (59 040) Profit for the year Other comprehensive loss (59 040) (5 154) (15 261) (79 455) Transactions with owners ( ) Issue of shares Share buy-back ( ) ( ) Share-based payment costs - employees Treasury shares sold Acquisition of subsidiaries Transactions with non-controlling interests (Annexure A) (5 444) (5 820) ( ) ( ) Transfer between reserves (6 726) Dividends paid ( ) ( ) ( ) Balance at 28 February ( ) Total comprehensive income Profit for the year Other comprehensive loss ( ) (72 442) Transactions with owners ( ) Issue of shares Share-based payment costs - employees Treasury shares sold Acquisition of subsidiaries Transactions with non-controlling interests (Annexure A) (21 795) ( ) ( ) Dividends paid ( ) ( ) ( ) Balance at 29 February ( ) Retained earnings/ Stated (accumulated capital loss) Total COMPANY R'000 R'000 R'000 Balance at 1 March Total comprehensive income Profit for the year Transactions with owners ( ) Issue of shares Share buy-back ( ) ( ) Dividends paid ( ) ( ) Balance at 28 February ( ) Total comprehensive income Profit for the year Transactions with owners ( ) Issue of shares Dividends paid ( ) ( ) Balance at 29 February

114 PSG GROUP LIMITED STATEMENTS OF CASH FLOWS Cash flows from operating activities GROUP COMPANY Notes R'000 R'000 R'000 R'000 Cash generated from/(utilised by) operating activities (1 048) (1 241) Interest income Dividend income Finance costs ( ) ( ) Taxation paid 43.2 ( ) ( ) Net cash flow from operating activities Cash flows from investing activities Subsidiaries acquired 43.3 ( ) ( ) Consolidation of mutual funds ( ) Acquisition of associates (61 940) ( ) Proceeds from sale of associates Net repayment/(advance) of loans and preference share funding from/(to) associates and joint ventures ( ) Proceeds from sale of non-current assets and liabilities held for sale Purchases of intangible assets (including books of business) ( ) ( ) Proceeds from sale of books of business Purchases of property, plant and equipment ( ) ( ) Proceeds from sale of property, plant and equipment Movement in other financial assets * ( ) Increase in loans granted to subsidiaries ( ) ( ) Net cash flow from investing activities ( ) ( ) ( ) ( ) Cash flows from financing activities Dividends paid to group shareholders ( ) ( ) ( ) ( ) Dividends paid to non-controlling interests ( ) ( ) Capital contributions by non-controlling interests Acquired from non-controlling interests ( ) ( ) Acquired by non-controlling interests Increase in borrowings Borrowings repaid ( ) ( ) Proceeds from sale of holding company's treasury shares Shares issued Net cash flow from financing activities Increase/(decrease) in cash and cash equivalents ( ) Exchange differences on cash and cash equivalents (15 028) Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year * * Available cash held at a PSG Group Ltd head office level is invested in the PSG Money Market Fund. As a result of the group's consolidation of the PSG Money Market Fund, the cash invested in same is derecognised and all of the fund's underlying highly liquid debt securities are recognised. Third parties' cash invested in the PSG Money Market Fund are recognised as a payable and included under "third-party liabilities arising on consolidation of mutual funds". Available cash held at a PSG Group Ltd head office level and invested in the PSG Money Market Fund amounted to R2.9 billion (2015: R0.3 billion) at the reporting date. The increase of R2.6 billion has been included under "movement in other financial assets" above. The increase in available cash held at a PSG Group Ltd head office level is mainly as a result of the capital raisings set out in the directors' report. 13

115 PSG GROUP LIMITED ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these standalone and consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 1. BASIS OF PREPARATION The standalone and consolidated financial statements of PSG Group Ltd have been prepared on the going concern basis and in accordance with International Financial Reporting Standards ("IFRS"); the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee; the Financial Reporting Pronouncements, as issued by the Financial Reporting Standards Council; the manner required by the Companies Act, 71 of 2008, as amended, and the Listings Requirements of the JSE Ltd. The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets classified as "available-for-sale", financial assets and liabilities (including derivative financial instruments) classified as "at fair value through profit or loss", insurance contract liabilities that are measured in terms of the financial soundness valuation basis contained in PGN 104 issued by the Actuarial Society of South Africa, employee defined benefit assets and liabilities, as well as investments in associates and joint ventures being accounted for according to the equity method of accounting. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the standalone and consolidated financial statements are disclosed in accounting policy note 31 below. 2. STANDARDS, INTERPRETATIONS AND AMENDMENTS TO PUBLISHED STANDARDS THAT ARE EFFECTIVE FOR THE FIRST TIME IN New standards, interpretations and amendments adopted by the group during the year The following new standards, interpretations or amendments, which are relevant to the group's operations, were adopted during the year. 2.2 New standards, interpretations and amendments not currently relevant to the group's operations The following new standards, interpretations and amendments had no impact on the measurement of amounts or disclosures in the current or prior year: - Amendments to IAS 19 Employee Benefits Defined Benefit Plans: Employee Contributions (effective 1 July 2014) - Annual improvements to IFRSs 2012 and STANDARDS, INTERPRETATIONS AND AMENDMENTS TO PUBLISHED STANDARDS THAT ARE NOT YET EFFECTIVE The following new standards, interpretations and amendments have been published and are mandatory for the group's accounting periods beginning on or after 1 March 2016 or later periods and have not been early adopted by the group: - IFRS 9 Financial Instruments (effective 1 January 2018) ^ - Amendments to IFRS 10, IFRS 11, IFRS 12 and IAS 28 Investment Entities (effective 1 January 2016) * - - Amendments to IFRS 11 Joint Arrangements (effective 1 January 2016) * - IFRS 14 Regulatory Deferral Accounts (effective 1 January 2016) * - IFRS 15 Revenue from Contracts with Customers (effective 1 January 2017) ^ Annual improvements to IFRSs ^ * + New standard to replace IAS 39 Financial Instruments: Recognition and Measurement. The standard, inter alia, replaces the multiple classification and measurement models in IAS 39 with a single model that has only two categories: amortised cost and Amendments to IFRS 10 and IAS 28 Sale or Contribution to Assets between an Investor and its Associate or Joint Venture (effective 1 January 2016) * New standard that specifies how and when an entity will recognise revenue, as well as requiring more informative and relevant disclosures. The standard provides a single, five-step principles-based model to be applied to all contracts with customers. IFRS 16 Leases (effective 1 January 2019) ^ Amendments to IAS 1 Presentation of Financial Statements Disclosure Amendments designed to encourage entities to apply professional judgement in determining what information to disclose in their financial statements. Amendments to IAS 16 and IAS 38 Acceptable Methods of Depreciation and Amortisation (effective 1 January 2016) * Amendments to IAS 27 Consolidated and Separate Financial Statements Equity Method in Separate Financial Statements (effective 1 January 2016) * Management is in the process of assessing the impact of these standards, interpretations and amendments on the reported results of the company and group. Management has assessed the impact of these standards, interpretations and amendments on the reported results of the company and group and do not foresee any significant impact. Management has assessed the impact of these amendments on the reported results of the company and group and foresee only minor disclosure changes. 14

116 PSG GROUP LIMITED ACCOUNTING POLICIES 4. CONSOLIDATION 4.1 Subsidiaries (including mutual funds) Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. The group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of the acquiree's identifiable net assets. Acquisition-related costs are expensed in the income statement as incurred. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date; any gains or losses arising from such remeasurement are recognised in profit or loss. Any contingent consideration to be transferred by the group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration, that is deemed to be an asset or liability, is recognised in accordance with IAS 39 in profit or loss. Contingent consideration that is classified as equity is not re-measured and its subsequent settlement is accounted for within equity. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired (i.e. a bargain purchase gain), the difference is recognised in profit or loss as a bargian purchase gain. Inter-company transactions, balances and unrealised gains/losses on transactions between group companies are eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the group's accounting policies. Investments in subsidiaries are accounted for at cost less impairment in the standalone financial statements. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes directly attributable costs of investment. 4.2 Changes in ownership interests in subsidiaries without change of control Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. 4.3 Disposal of subsidiaries When the group ceases to have control, any retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. 4.4 Associates Associates are all entities over which the group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The group's investment in associates includes goodwill identified on acquisition. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss, where appropriate. The group's share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income and other equity movements are recognised in other comprehensive income, with a corresponding adjustment to the carrying amount of the investment. When the group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate. The group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount as an impairment loss in the income statement. 15

117 PSG GROUP LIMITED ACCOUNTING POLICIES 4. CONSOLIDATION (continued) 4.4 Associates (continued) Unrealised gains on transactions between the group and its associates are eliminated to the extent of the group's interest in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the group. Dilution gains and losses arising in investments in associates are recognised in the income statement. 4.5 Joint arrangements Investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. PSG Group Ltd has assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures are accounted for using the equity method of accounting. Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter to recognise the group's share of the post-acquisition profits or losses, movements in other comprehensive income and other equity movements. When the group's share of losses in a joint venture equals or exceeds its interest in the joint ventures, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures. Unrealised gains on transactions between the group and its joint ventures are eliminated to the extent of the group's interest in the joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the joint ventures have been changed where necessary to ensure consistency with the policies adopted by the group. 5. SEGMENT REPORTING Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (refer Annexure C). The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive committee that makes strategic decisions. 6. FOREIGN CURRENCY TRANSLATION 6.1 Functional and presentation currency Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which those entities operate ("functional currency"). The standalone and consolidated financial statements are presented in South African rand, being the company's functional and presentation currency. 6.2 Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Foreign exchange gains and losses are presented in the income statement within "fair value gains and losses". Changes in the fair value of monetary securities denominated in foreign currency classified as available-for-sale are analysed between translation differences resulting from changes in the amortised cost of the security and other changes in the carrying amount of the security. Translation differences related to changes in amortised cost are recognised in profit or loss, and other changes in carrying amount are recognised in other comprehensive income. 6.3 Group companies The results and financial position of all group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rates on the various transaction dates); assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; and all resulting exchange differences are recognised in other comprehensive income. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income. 16

118 PSG GROUP LIMITED ACCOUNTING POLICIES 6. FOREIGN CURRENCY TRANSLATION 6.3 Group companies (continued) Group entities with functional currencies other than the presentation currency, have mainly the following functional currencies: Botswana pula British pound Canadian dollar Chilean peso Egyptian pound Euro Hong Kong dollar Japanese yen Mozambique new metical United States dollar Zambian kwacha Exchanges rates used are based on interbank bid rates. 7. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are carried at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the item of property, plant and equipment. Subsequent costs are included in the asset's carrying value or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the period in which it is incurred. Depreciation is calculated on the straight-line method at rates considered appropriate to reduce carrying values to estimated residual values over the useful lives of the assets, as follows: Buildings Vehicles Plant and machinery Office equipment Computer equipment years 4-5 years 5-15 years 3-10 years 3-7 years Land is not depreciated, except for land held under leasehold rights, which is depreciated over the relevant leasehold term. The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An asset's carrying value is written down immediately to its recoverable amount if the asset's carrying value exceeds its recoverable amount. Gains and losses on disposals of property, plant and equipment are determined by comparing the asset's proceeds with its carrying value and are included in profit or loss. 8. INTANGIBLE ASSETS 8.1 Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the group's share of the net identifiable assets of the acquired subsidiary, joint venture or associate at the date of acquisition. Goodwill on the acquisition of a subsidiary is reported in the statement of financial position as an intangible asset. Goodwill on the acquisition of a joint venture or associate is included in the respective investment's carrying amount. Goodwill is tested annually for impairment and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. The groups of cash-generating units are not larger than operating segments. An excess of the acquirer's interest in the net fair value of acquiree's identifiable assets, liabilities and contingent liabilities arises where the net assets of a subsidiary, joint venture or associate at the date of acquisition, fairly valued, exceed the cost of the acquisition. This excess arising on acquisition is recognised as a bargain purchase gain in profit or loss. 8.2 Trademarks Average rand per foreign currency unit Closing rand per Average rand per foreign currency foreign currency unit unit Closing rand per foreign currency unit Acquired patents, trademarks and licences are shown at cost less accumulated amortisation and impairment. Amortisation is calculated using the straight-line method over their estimated useful lives, which vary from five to 20 years and are reassessed annually. The carrying amount of each cash-generating unit is reviewed for impairment when an impairment indicator is identified. 17

119 PSG GROUP LIMITED ACCOUNTING POLICIES 8. INTANGIBLE ASSETS (continued) 8.3 Customer lists Acquired customer lists are shown at cost less accumulated amortisation and impairment. Amortisation is calculated using the straightline method over their estimated useful lives ranging between five and 20 years, which reflect the expected life of the customer lists acquired. The carrying amount of each cash-generating unit is reviewed for impairment when an impairment indicator is identified. 8.4 Deferred acquisition costs ("DAC") Commissions, fees and other incremental costs that vary with and are related to securing new contracts and renewing existing contracts are capitalised as a DAC intangible asset, since these costs relate to future economic benefits being generated beyond one year. Subsequent changes to the deferred acquisition costs payable are reversed/capitalised against the DAC intangible asset. The DAC intangible asset is subsequently amortised over the expected life of the contracts. All other costs are expensed in the income statement when incurred. An impairment test is conducted annually at reporting date on the DAC intangible asset to ensure that the amount will be recovered from future revenue generated by the applicable remaining investment management contracts. 8.5 Computer software and other internally generated intangible assets Costs associated with maintaining computer software programmes and other internally generated intangible assets are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique items controlled by the group, are recognised as intangible assets when all of the following criteria are met: it is technically feasible to complete the item so that it will be available for use; management intends to complete the item and use or sell it; there is an ability to use or sell the item; it can be demonstrated how the item will generate probable future economic benefits; adequate technical, financial and other resources to complete the development and to use or sell the item are available; and the expenditure attributable to the item during its development can be reliably measured. Directly attributable costs that are capitalised as part of such items include development employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. These intangible assets are amortised using the straight-line method over their estimated useful lives, which range between two and 10 years. 9. IMPAIRMENT OF NON-FINANCIAL ASSETS Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value-in-use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Nonfinancial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. 10. FINANCIAL INSTRUMENTS Financial instruments recognised on the statement of financial position include financial assets, consisting of equity securities, debt securities, unit-linked investments, investment in investment contracts, loans and advances (including those to associates and joint ventures), derivative financial assets, trade and other receivables, cash and cash equivalents, employee benefits, as well as financial liabilities, consisting of borrowings, employee benefits, derivative financial liabilities, third-party liabilities arising on consolidation of mutual funds, accruals for other liabilities and charges and trade and other payables. The particular recognition methods adopted are disclosed in the individual accounting policies associated with each item. 11. OFFSETTING FINANCIAL INSTRUMENTS Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty. 12. FINANCIAL ASSETS The group classifies its financial assets into the following categories: financial assets at fair value through profit or loss, held-to maturity financial assets, loans and receivables and available-for-sale financial assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition Classification (a) Financial assets at fair value through profit or loss This category has two subcategories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Financial assets designated as at fair value through profit or loss at inception are those that are managed and whose performance is evaluated on a fair value basis. Information about these financial assets is provided internally on a fair value basis to the group's key management personnel. Derivatives falls within the held for trading subcategory. 18

120 PSG GROUP LIMITED ACCOUNTING POLICIES 12. FINANCIAL ASSETS (continued) 12.1 Classification (continued) (a) (b) Financial assets at fair value through profit or loss (continued) Financial assets designated as at fair value through profit or loss at inception relating to the group's linked insurance company, PSG Life Ltd, are those that are held in internal funds to match insurance and investment contract liabilities that are linked to the changes in fair value of these assets. The designation of these assets as at fair value through profit or loss eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases. (c) (d) Held-to-maturity financial assets Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and fixed maturities other than those that meet the definition of loans and receivables that the group's management has the positive intention and ability to hold to maturity. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the group intends to sell in the short term. Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories Recognition and measurement of financial assets Purchases and sales of financial assets are recognised on trade date the date on which the group commits to purchase or sell the asset. Financial assets not carried at fair value through profit or loss, are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Realised and unrealised gains and losses arising from changes in the fair value of financial assets classified in the at fair value through profit or loss category are included in the income statement in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in other comprehensive income. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the income statement as gains and losses from investment activities. Interest on available-for-sale securities calculated using the effective interest method is recognised in the income statement as part of investment income. Dividends on available-for-sale equity instruments are recognised in the income statement as part of investment income when the group's right to receive payment is established. The fair values of quoted financial assets are based on current bid prices. If the market for a financial asset is not active, the group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same and discounted cash flow valuations refined to reflect the issuer's specific circumstances. Quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm's length basis. Held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment, with income recognised on such basis. Loans and receivables are carried at amortised cost using the effective interest method. Specific provisions are made against identified doubtful receivables. Loans advanced to associates, joint ventures and subsidiaries, which are interest-free with no repayment terms, are carried at amortised cost using the effective interest method Impairment of financial assets The group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the securities are impaired. If any such evidence exists for available-forsale financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement. Loans and receivables are considered impaired if, and only if, there is objective evidence of impairment as a result of events that occurred after initial asset recognition (known as "loss events") and these loss events have an adverse impact on the assets' estimated future cash flows that can be reliably measured. Objective evidence that loans and receivables may be impaired, includes breach of contract, such as a default or delinquency in interest or principal payments. In this regard instalments past due date are considered in breach of contract. The amount of the impairment loss is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Impairment losses are recognised in and reversed through the income statement. 19

121 PSG GROUP LIMITED ACCOUNTING POLICIES 12. FINANCIAL ASSETS (continued) 12.3 Impairment of financial assets (continued) Held-to-maturity investments are considered impaired when there is objective evidence that the group will not be able to collect all amounts due according to the original contract terms. Significant financial difficulties of the counterparty, probability that the counterparty will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the investment is impaired. The amount of the impairment provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The movement in the amount of the provision is recognised in the income statement Investment in investment contracts The investment in investment contracts designated as at fair value through profit or loss, are valued at fair value, if published by an independent credible party, or at the fair values of the underlying investments supporting the investment contract policy adjusted for applicable liquidity or credit risk. 13. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES Derivative financial instruments are recognised initially at fair value on the date on which a derivative contract is entered into. Subsequent to initial recognition, derivative financial instruments are measured at fair value through profit or loss. Fair values of overthe-counter traded derivatives are obtained using valuation techniques, including discounted cash flow models and option pricing models. The best evidence of fair value of a derivative at initial recognition is the transaction price (i.e. the fair value of the consideration given or received) unless the fair value of that instrument is evidenced by comparison with other observable current market transactions in the same instrument or based on a valuation technique whose variables include only observable market data. The method of recognising the resulting gain or loss depends on whether the derivative financial instrument is designated as a hedging instrument, and if so, the nature of the item being hedged. The group designates certain derivatives as either: (a) (b) (c) (a) (b) (c) hedges of the fair value of recognised assets or liabilities or a firm commitment ("fair value hedge"); hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction ("cash flow hedge"); or hedges of a net investment in a foreign operation ("net investment hedge"). The group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. The fair values of the various derivative financial instruments are disclosed in note 13 to the annual financial statements. Movements in the hedging reserve (included in other reserves) in other comprehensive income are disclosed in note 19 to the annual financial statements. Fair value hedge The group did not designate any derivatives as fair value hedges. Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement within finance costs. Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss (for example, when the forecast sale that is hedged takes place). The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in the income statement within investment income or finance costs. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (e.g. inventory), the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately recognised in cost of goods sold in the case of inventory. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within fair value gains and losses. Net investment hedge Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised in the income statement. Gains and losses accumulated in equity are included in the income statement when the foreign operation is partially disposed of or sold. 20

122 PSG GROUP LIMITED ACCOUNTING POLICIES 14. BIOLOGICAL ASSETS 14.1 Agricultural produce Agricultural produce are measured on initial recognition and at the end of each reporting period at fair value less cost to sell. Changes in the measurement of fair value less cost to sell are included in profit or loss for the period in which they arise. Costs to sell include all costs that would be necessary to sell the assets, including transportation costs and incremental selling costs, including auctioneers fees and commission paid to brokers and dealers. All costs incurred in maintaining the assets are included in profit or loss for the period in which they arise. Refer note 9 for further details regarding the valuation of biological assets. Agricultural produce is transferred at the prevailing fair value less cost to sell value to inventory upon harvest Bearer plants Biological assets that meet the definition of bearer plants are measured at cost less accumulated depreciation and impairment losses. Bearer plants are measured at accumulated costs until maturity, similar to the accounting for a self-constructed item of property, plant and equipment. Subsequent production and borrowing costs are included in the bearer plant s carrying value only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The lifespan of the bearer plant begins the day same is planted in the ground. Depreciation is calculated on the straight-line method at rates considered appropriate to reduce carrying values to estimated residual values over the useful lives of the assets. The useful life is Apples 36 years Oranges and lemons 30 years Pears 36 years Grapefruit and soft citrus 20 years Grapes 18 years A distinction is made between non-bearing and partially-bearing bearer plants and when the transformation has been sustainably completed (i.e. full-bearing orchards/vineyards). In collaboration with the technical department, the bearer plants (i.e. orchards/vineyards) are deemed to be full bearing when they reach the following ages: Apples 7 years Oranges and lemons 7 years Pears 7 years Grapefruit and soft citrus 7 years Grapes 4 years Sugar cane 9 years All costs relating to the development of an orchard/vineyard are capitalised to the respective orchard/block of vineyard planted. The establishment costs are allocated per orchard/block of vineyard based on establishment costs allocated per hectare. Production costs, capital expenditure and borrowing costs are capitalised to the bearer plant until the plant has reached the age of full bearing. Income that is received related to the orchard/vineyard prior to it becoming full bearing is credited to the capitalised costs. Depreciation in respect of orchards/vineyards is calculated from the date the orchard/vineyard reaches the state of full bearing and calculated by taking the cost per orchard/vineyard and dividing by the relevant remaining life. All orchards/vineyards to be removed during a financial year will be deemed to be removed from the date the last crop was harvested from the orchard/vineyard. No depreciation will be charged from that date for the specific orchard that is to be removed. The value of the orchards/vineyards removed is the book value of the orchard/vineyard at the deemed date of removal. 15. INVENTORY Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the weighted average principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. All direct and related expenses incurred in the production of the current harvest have been capitalised against biological assets at cost. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. 16. TRADE AND OTHER RECEIVABLES Trade and other receivables are initially measured at fair value and subsequently recognised at amortised cost using the effective interest method, less provision for impairment. A provision for impairment is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The movement in the amount of the provision is recognised in the income statement. 17. CONTRACTS FOR DIFFERENCE ("CFD") The group enters into CFD positions with clients whereby the company provides leveraged exposure to equities specified by the client. The client pays a margin of between 15% and 17.5% of the value of the equities. Margin calls are made for the full value of any decrease in value of the equities. CFD positions with clients are funded with equal and opposite CFD positions with other financial institutions. External funding is only used on an intra-day basis to purchase the underlying equity positions which are then delivered to the financial institution, at the end of each business day, for settlement of the intra-day funding provided. The CFD positions are classified as financial assets or liabilities at fair value through profit or loss. The group is contractually bound to pay out or recover any fair value adjustments from the parties entering into the contracts for difference, based on the fair value movement of the specified listed equities invested in for the client. 21

123 PSG GROUP LIMITED ACCOUNTING POLICIES 18. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash held at call with banks and other short-term highly liquid investments with maturities of three months or less. Investments in money market funds are classified as cash equivalents, since these funds are held to meet shortterm cash requirements, are highly liquid investments, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are included within borrowings in the statement of financial position. 19. STATED CAPITAL Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction from the proceeds, net of tax. Where any group company purchases the company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs, net of income taxes, is deducted from equity attributable to the company's equity holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold, reissued or otherwise disposed of, any consideration received is included in equity attributable to the company's equity holders, net of any directly attributable incremental transaction costs and the related income tax effects. Subsidiary preference shares Cumulative, non-redeemable, non-participating subsidiary preference shares, where the dividend declaration is subject to the discretion of the subsidiary's board, are classified as equity. Treasury shares The cost of treasury shares acquired are debited to the treasury share reserve, and upon disposal of such shares, the reserve is credited with the weighted average calculated cost attributable to the shares disposed of. 20. INSURANCE AND INVESTMENT CONTRACTS CLASSIFICATION A distinction is made between investment contracts (which fall within the scope of IAS 39 Financial Instruments: Recognition and Measurement) and insurance contracts (where the financial soundness valuation method continues to apply, subject to certain requirements specified in IFRS 4 Insurance Contracts). A contract is classified as an insurance contract where the group accepts significant insurance risk by agreeing with the policyholder to pay benefits if a specified uncertain future event (the insured event) adversely affects the policyholder or other beneficiary. Significant insurance risk exists where it is expected that for theduration ofthe policy or part thereof, policy benefits payable on the occurrence of the insured event will exceed the amount payable on early termination before allowance for expense deductions at early termination. Once a contract has been classified as an insurance contract, the classification remains unchanged for the remainder of its lifetime, even if the insurance risk reduces significantly during the year. Investment contracts are those contracts that transfer financial risk with no significant insurance risk. These contracts are measured at the fair value of the underlying financial assets. A subsidiary of the group, PSG Life Ltd, is a linked insurance company and issues linked policies to policyholders (where the value of policy benefits is directly linked to the fair value of the underlying assets). 21. INSURANCE CONTRACTS Policyholder contracts that transfer significant insurance risk are classified as insurance contracts, and further divided into two categories, depending on the duration of or type of insurance risks; namely: short-term and long-term insurance contracts Short-term insurance Short-term insurance provides benefits under short-term policies, which include property, business interruption, transportation, motor, personal all risk, accident and health, professional indemnity, public liability, marine, employers' liability, group personal accident, natural disasters and miscellaneous. Short-term insurance contracts are further classified into the following categories: Personal insurance, consisting of insurance provided to individuals and their personal property; and Commercial insurance, providing cover on the assets and liabilities of business enterprises Recognition and measurement i) Gross premium written Gross premiums exclude value added tax. Premiums are accounted for as income when the risk related to the insurance policy incepts and are spread over the risk period of the contract by using an unearned premium provision. This includes premiums received in terms of inward reinsurance arrangements. All premiums are shown before deduction of commission payable to intermediaries. ii) Claims incurred Claims incurred consist of claims and claims handling expenses paid during the financial year and are charged tothe income statement as incurred. iii) Provision for unearned premium Premiums are earned from the date the risk attaches, over the indemnity period, based on the pattern of the risk underwritten. Unearned premiums, which represent the proportion of premiums written in the current year, which relate to risks that have not expired by the end of the financial year, are calculated on a time proportionate basis for even risk contracts and other bases that best represent the unearned risk profile for uneven risk contracts. 22

124 PSG GROUP LIMITED ACCOUNTING POLICIES 21. INSURANCE CONTRACTS (continued) 21.1 Short-term insurance (continued) iv) Provision for unexpired risk Provision is made for underwriting losses that may arise from unexpired risks when it is anticipated that unearned premiums will be insufficient to cover future claims, as well as claims-handling fees and related administrative costs. This liability adequacy test is performed annually to ensure the adequacy of short-term insurance liabilities. v) Provision for claims Provision is made on a prudent basis for the estimated final cost of all claims that have not been settled on the reporting date, less amounts already paid. Claims and loss adjustment expenses are charged to income as incurred, based on the estimated liability for compensation owed to the beneficiaries (contract holders or third parties damaged by the contract holders) of the insurance contracts. The group's own assessors or external assessors individually assess claims. The claims provision includes an estimated portion of the direct expenses of the claims and assessment charges. Claims provisions are not discounted. vi) Provision for claims incurred but not reported Provision is also made for claims arising from insured events that occurred before the close of the accounting period, but which had not been reported to the group by that date. vii) Deferred acquisition costs Commissions that vary with and are related to securing new contracts and renewing existing contracts are deferred over the period in which the related premiums are earned, and recognised as a current asset. All other costs are recognised as expenses when incurred. viii) Liability for insurance contracts At each reporting date, the group assesses whether its recognised insurance liabilities are adequate, using current estimates of future cash flows under its insurance contracts. Claims and loss adjustment expenses are charged to income as incurred based on the estimated liability for compensation owed to contract holders or third parties damaged by the contract holders. They include direct and indirect claims settlement costs and arise from events that have occurred up to the end of the reporting period even if they have not yet been reported to the group. The group does not discount its liabilities for unpaid claims other than for disability claims. Liabilities for unpaid claims are estimated using the input of assessments for individual cases reported to the group and statistical analyses for the claims incurred but not reported, and to estimate the expected ultimate cost of more complex claims that may be affected by external factors (such as court decisions). ix) Reinsurance contracts held Contracts entered into by the group with reinsurers under which the group is compensated for losses on one or more contracts issued by the group and that meet the classification requirements for insurance contracts, are classified as reinsurance contracts held. Contracts that do not meet these classification requirements are classified as financial assets. Income received from insurance contracts entered into by the group under which the contract holder is another insurer (inwards reinsurance) is included with premium income. The benefits to which the group is entitled under its reinsurance contracts held are classified as reinsurance assets. These assets consist of short-term balances due from reinsurers (classified within receivables) as well as longer-term receivables (classified as reinsurance assets) that are dependent on the expected claims and benefits arising under the related reinsured insurance contracts. Receivables are classified as short-term if the group is aware of claims which will be submitted within the next 12 months. Amounts recoverable from or due to reinsurers are measured consistently with the amounts associated with the reinsurance contracts and in accordance with the terms of each reinsurance contract. Reinsurance liabilities are primarily premiums payable for reinsurance contracts and are recognised as an expense when due. The reinsurer's share of unearned premiums represents the portion of the current year's reinsurance premiums that relate to risk periods covered by the related reinsurance contracts extending into the following year. The reinsurer's share of unearned premium is calculated using the 365th method. Income from reinsurance contracts, that varies with and is related to obtaining new reinsurance contracts and renewing existing reinsurance contracts, is deferred over the period of the related reinsurance contract and is recognised as a current liability. The group assesses its reinsurance assets for impairment on a quarterly basis. If there is objective evidence that the reinsurance asset is impaired, the group reduces the carrying amount of the reinsurance asset to its recoverable amount and recognises that impairment loss in the income statement. The group gathers the objective evidence that a reinsurance asset is impaired using the same process adopted for financial assets held at amortised cost. The impairment loss is also calculated following the same method used for these financial assets. x) Receivables and payables related to insurance contracts Receivables and payables are recognised when due. These include amounts due to and from agents, intermediaries and insurance contract holders and are included under receivables and trade and other payables. If there is objective evidence that the insurance receivable is impaired, the group reduces the carrying amount of the insurance receivable accordingly and recognises that impairment loss in the income statement. The group gathers objective evidence that an insurance receivable is impaired using the same process adopted for loans and receivables. The impairment loss is also calculated according to the same method used for these financial assets. 23

125 PSG GROUP LIMITED ACCOUNTING POLICIES 21. INSURANCE CONTRACTS (continued) 21.1 Short-term insurance (continued) xi) Salvage reimbursements Some insurance contracts permit the group to sell (usually damaged) property acquired in settling a claim (i.e. salvage). The group may also have the right to pursue third parties for payment of some or all costs (i.e. subrogation). Estimates of salvage recoveries are included as an allowance in the measurement of the insurance liability for claims. The allowance is the amount that can reasonably be recovered from the disposal of the property. Subrogation reimbursements are also considered as an allowance in determining the insurance liability for claims and are recognised in other assets when the liability is settled. The allowance is the assessment of the amount that can be recovered from the action against the liable third party Long-term insurance These contracts are valued in terms of the financial soundness valuation basis contained in PGN 104 issued by the Actuarial Society of South Africa and are reflected as insurance contract liabilities. Liabilities are valued as the present value of future cash flows due to benefit payments and administration expenses that are directly related to the contract discounted at the rate of return at year-end on the assets backing the policyholder funds. Future cash flows are projected on a best estimate basis with an allowance for compulsory margins for adverse deviations as prescribed by PGN 104. Best estimate assumptions are required for future investment returns, expenses, persistency, mortality and other factors that may impact the financial position of the group. As per PGN 104, contractual premium increases are allowed for, but future voluntary premium increases are ignored. In addition certain discretionary margins are created to allow profits to emerge over the lifetime of the policy to reflect the small number of policies and associated volatility. Where the number of policies is small, the prescribed margins alone do not result in an acceptable probability of the total reserve being sufficient to meet all liabilities. The financial soundness methodology includes allowance for liability adequacy testing to ensure that the carrying amount of technical provisions is sufficient in view of estimated future cash flows. Where a shortfall is identified an additional provision is made. The group reflects premium income relating to insurance business on a gross basis together with the gross amount of any reinsurance premiums. All premiums are accounted for when they become due and payable. The group shows the gross amount of policyholder benefit payments in respect of insurance contracts together with the gross reinsurance recoveries and accounts for such transactions when claims are intimated. 22. FINANCIAL LIABILITIES A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another entity. Financial liabilities include borrowings, employee benefits, derivative financial liabilities, investment contracts, third-party liabilities arising on consolidation of mutual funds, accrual for other liabilities and charges, and trade and other payables. The group issues investments contracts without fixed terms (unit-linked) and with fixed and guaranteed terms (fixed interest rate). Financial liabilities are initially recognised at fair value less transaction costs that are directly attributable to the raising of the funds, for all financial liabilities carried at amortised cost. All financial liabilities measured at fair value through profit or loss are initially recognised at fair value. The best evidence of the fair value at initial recognition is the transaction price (i.e. the fair value of the consideration received) unless the fair value of that instrument is evidenced by comparison with other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from observable markets Investment contracts The fair value of a unit-linked financial liability is determined using the current unit price reflecting the fair values of the financial assets contained within the company's unitised investment funds linked to the financial liability, multiplied by the number of units attributed to the policyholder at a reporting date. No initial profit is recognised immediately as any profit on initial recognition is amortised in line with cash flow projections over the life of the contract. For investment contracts with fixed and guaranteed terms, the amortised cost basis is used. In this case, the liability is initially measured at its fair value less transaction costs that are incremental and directly attributable to the acquisition or issue of the contract. Subsequent measurement of investment contracts at amortised cost uses the effective-interest method. This method requires the determination of an interest rate (the effective interest rate) that exactly discounts to the net carrying amount of the financial liability, the estimated future cash payments or receipts through the expected life of the financial instrument. The liability under investment contracts is derecognised when the contract expires, is discharged or is cancelled by the policyholder. For a contract that can be cancelled by the policyholder, the fair value cannot be less than the surrender value. 24

126 PSG GROUP LIMITED ACCOUNTING POLICIES 22. FINANCIAL LIABILITIES (continued) 22.2 Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective-interest method. Preference shares, which are mandatorily redeemable on a specific date, are classified as liabilities. The dividends on these preference shares are recognised in the income statement as finance cost. General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred Trade and other payables Trade and other payables are recognised initially at fair value, net of transaction costs incurred. Trade and other payables are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period using the effective-interest method. 23. DEFERRED REVENUE LIABILITY ("DRL") Service fee income on investment management contracts is recognised on an accrual basis as and when the services are rendered. A DRL is recognised in respect of upfront fees, which are directly attributable to a fee that is charged for securing the investment management service contract. The DRL is then amortised to revenue when the services are provided, over the expected duration of the contract on a straight-line basis. Refer to the revenue recognition accounting policy for further details. 24. TAXATION Current and deferred income tax The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised in other comprehensive income or directly in equity, respectively. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the group's subsidiaries, associates and joint ventures operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associated companies, except where the group controls the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Dividend withholding tax Dividend withholding tax is not levied on the company but on the beneficial owner of the share and accordingly does not require recognition in profit or loss. Dividends tax withheld by the company on dividends paid to its shareholders (who do not qualify for an exemption from dividends tax) and payable at the reporting date to the South African Revenue Service (where applicable) is included in trade and other payables in the statement of financial position. 25

127 PSG GROUP LIMITED ACCOUNTING POLICIES 25. EMPLOYEE BENEFITS The group operates various post-employment schemes, including both defined benefit and contribution pension and medical schemes Pension and medical schemes A defined contribution plan is a plan under which the group pays fixed contributions into a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension/medical benefits that an employee will receive from retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognised in the statement of financial position in respect of defined benefit plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related obligations. In countries where there is no deep market in such bonds, the market rates on government bonds are used. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past-service costs are recognised immediately in profit or loss. For defined contribution plans, the group pays contributions to publicly or privately administered insurance plans on a mandatory, contractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available Termination benefits Termination benefits are payable when employment is terminated by the group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The group recognises termination benefits at the earlier of the following dates: (a) when the group can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within the scope of IAS 37 and involves the payment of termination benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to their present value Share-based compensation PSG Group Ltd operates a single (2015: two) equity-settled share-based payment schemes, while its material subsidiaries operate a further two equity-settled share-based payment schemes, as set out in note 18. For the share incentive schemes, the fair value of the employee services received in exchange for the grant of the scheme shares/share options, less the amount paid by the employee, is recognised as an expense. The total amount to be expensed over the vesting period, which is between two and five years, is determined by reference to the fair value of the scheme shares/share options granted, excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of scheme shares/share options that are expected to become exercisable. At each reporting date, the entity revises its estimates of the number of scheme shares/share options that are expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in the income statement, and a corresponding adjustment to equity over the remaining vesting period. If the group cancels or settles a grant of equity instruments during the vesting period, the group accounts for the cancellation or settlement of the grant and recognise immediately the amount that otherwise would have been recognised for services received over the remainder of the vesting period. The share-based payment costs are recognised in the income statement and a share-based payment reserve is recognised as part of equity and represents the fair value at grant date of the shares/share options that will be delivered on vesting Annual leave Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for the estimated annual leave as a result of services rendered by employees up to reporting date Profit sharing and bonus plans The group recognises a liability and an expense for bonus plans and profit sharing, where contractually obliged, or where there is a past practice that has created a constructive obligation. 26. PROVISIONS AND CONTINGENT LIABILITIES 26.1 Provisions Provisions are recognised when: the group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as an interest expense. 26

128 PSG GROUP LIMITED ACCOUNTING POLICIES 26. PROVISIONS AND CONTINGENT LIABILITIES (continued) 26.2 Contingent liabilities A contingent liability is either a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. These contingent liabilities are not recognised in the statement of financial position but disclosed in the notes to the financial statements. A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the entity. These contingent assets are not recognised in the statement of financial position but are disclosed in the notes to the financial statements if the inflow of financial benefits is probable. 27. LEASES Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease. 28. DIVIDEND DISTRIBUTIONS Dividend distributions to the company's shareholders are recognised as a liability in the period in which the dividends are approved by the company's board of directors. 29. REVENUE RECOGNITION Revenue comprises the fair value of the consideration received or receivable for goods sold or services rendered in the ordinary course of the group's activities, as well as interest and dividend income. The group's goods and services comprises mainly financial services (financial advice, stock broking, fund management, insurance, financing, investing and advisory services), logistical services, agricultural goods and services, and private education services. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the group. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the group's activities as described below. The group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. If circumstances arise that may change the original estimates of revenues, costs or the extent of progress toward completion of services, then estimates are revised. These revisions may result in increases or decreases in estimated revenues or costs and are reflected in income in the period in which the circumstances that gave rise to the revision became known by management Sale of goods Sales of goods (comprising agricultural produce, fast moving consumer goods, mining and construction goods, energy products and educational goods) are recognised when the significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably Rendering of services Fee income is recognised when the relevant company is unconditionally entitled thereto. No profit is recognised when the outcome of a transaction cannot be estimated reliably. Fee income from the rendering of services can be summarised as follows: Commission, dealing, structuring and other fees Revenue arising from advisory, stockbroking, portfolio management, education (comprising tuition fees, enrolment, registration and reregistration fees), agricultural and logictical services is recognised over the period in which the services are rendered with reference to completion of the specific transaction. Enrolment, registration and re-registration fees are recognised on initial registration (or re-registration, as applicable) of the student in the period to which it relates, rather than over a period of time. Investment management and initial fees Charges for asset management services are paid by customers using the following two different approaches: Front-end fees are charged to the client on inception. This approach is used particularly for single premium-contracts. The consideration received is deferred as a liability and recognised over the life of the contract on a straight-line basis. Regular fees are charged to the customer by making a deduction from invested funds. Regular charges billed in advance are recognised on a straight-line basis over the billing period; fees charged at the end of the period are accrued as a receivable that is offset against the financial liability in respect of customer investments when charged to the customer Interest income Interest income is recognised using the effective interest method. When a loan and receivable is impaired, the group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument and continues unwinding discount as interest income. Interest income is included as part of investment income in the income statement. 27

129 PSG GROUP LIMITED ACCOUNTING POLICIES 29. REVENUE RECOGNITION (continued) 29.4 Dividend income Dividend income is recognised when the right to receive payment is established. Dividend income is included as part of investment income in the income statement. 30. NON-CURRENT ASSETS (OR DISPOSAL GROUPS) HELD FOR SALE Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell. 31. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying values of assets and liabilities are addressed below Estimated impairment of goodwill The group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy on goodwill. The recoverable amounts of cash-generating units have been determined based on value-in-use and fair value less cost to sell calculations. These calculations require the use of estimates, as set out in note Fair value of derivatives and other unlisted financial instruments The fair value of financial instruments that are trading on recognised over-the-counter platforms are based on the closing price and included in quoted instruments. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques as disclosed in the accounting policy on financial assets. The accounting policy for derivative financial instruments sets out further details regarding valuation techniques used for same Impairment of investments in associates Investments in associates are tested for impairment when indicators exist that the carrying value might exceed the recoverable amount, being the higher of fair value less cost to sell or value-in-use. An impairment loss is recognised for the amount by which the carrying amount exceeds the investments' recoverable amount. An asset's fair value less costs to sell is determined with reference to its market price, published net asset values or valuation techniques. Valuation techniques used include applying a market-related price/earnings ratio of 10 (2015: between 5.5 and 10), to operational earnings. The directors are satisfied that the group s investment in associates are fairly stated. Refer to note 4.1 for further detail Acquisition of associates Details regarding significant new investments in associates are disclosed in note 4.1. Furthermore, the group's interest in certain already existing associates were also increased. In accounting for these transactions management had to apply judgement in allocating the purchase price to the identifiable assets and liabilities of the associates acquired, or the portion acquired when an additional interest was acquired Investment contracts The group issues a significant number of investment contracts that are designated as at fair value through profit or loss. These financial instruments are not quoted in active markets, and their fair values are determined by using valuation techniques. Such techniques (for example, valuation models) are validated and periodically reviewed by qualified personnel independent of the area that issued them. All models are validated before they are used and calibrated to ensure that outputs reflect actual experience and comparable market prices. The investment contract liabilities held at fair value are fully matched with the underlying assets. As such the fair values of the investment contract liabilities are determined with reference to the fair values of the underlying assets. The carrying amount of the investment contract liabilities are R19,836,250,000 (2015: R14,222,603,000) Recognition of intangible assets With a business combination all identifiable assets are recognised at their respective fair values in the consolidated financial statements. The fair values of intangible assets acquired through business combinations are determined by using a discounted cash flow valuation method. The discount rate is based on the long-term risk-free rate with risk premiums added for market, other company and asset specific risks. Intangible assets acquired through business combinations were valued using discount rates ranging between 5% and 8% (2015: ranging between 4% and 23.4%). Trademarks and customers lists acquired through business combinations or acquisitions are valued on acquisition using discounted cash flow methodology (including the multi-period excess earnings and royalty relief methods) based on assumptions and estimates regarding future revenue growth, weighted average cost of capital, marketing costs and other economic factors affecting the value-inuse of these intangible assets. These assumptions reflect management's best estimates but are subject to inherent uncertainties, which may not be controlled by management. The cost of the trademarks and customer lists are amortised over their estimated useful lives. The remaining useful lives of intangible assets are re-assessed annually. If the estimate of the remaining useful lives changes, the remaining carrying values are amortised prospectively over that revised remaining useful life. 28

130 PSG GROUP LIMITED ACCOUNTING POLICIES 31. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) 31.6 Recognition of intangible assets (continued) The main assumptions used in the valuation of customer lists are the useful lives of these assets and the future profitability and cancellation rate of the underlying revenue streams. The useful life of a customer list is estimated based on the cancellation experience of the existing business and the useful life of customer lists of other players in the market. For the customer lists recognised at the reporting date a useful life between 2 and 5 years (2015: 3 years) and an annual cancellation rate of 15% (2015: between 25% and 35%) were assumed. If useful lives were increased/decreased by 10%, the intangible assets recognised wouldn't have been significantly higher/lower. Future profit margins used in determining customer contracts and relationships values were consistent with the margins applied in determining the fair value of the related investment. Refer to the intangible asset accounting policy and note 2 for further detail Recognition of property, plant and equipment The cost of property, plant and equipment is depreciated over its estimated useful lives to estimated residual values. The remaining useful lives and residual values of property, plant and equipment are re-assessed annually. If the estimates of the remaining useful lives or residual values change, the remaining carrying values are depreciated prospectively, taking into account the revised estimates. Refer to the property, plant and equipment accounting policy and note 1 for further detail Money market funds Cash and cash equivalents disclosed on the statement of financial position includes investments in money market funds (to the extent that these are not consolidated), being short-term highly liquid investments with maturities of three months or less. Money market funds are classified as cash equivalents, since these funds are held to meet short-term cash requirements, are highly liquid investments, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. The classification of money market funds as cash equivalents is only judgemental for purposes of disclosure and judgement applied could not have any impact on disclosed amounts of assets or liabilities Recoverability of trade receivables Management assesses impairment of trade receivables on an ongoing basis. An impairment allowance in respect of doubtful debts is raised against trade receivables when their collectibility is considered to be doubtful. Management believes that the impairment adjustment is conservative and there are no significant trade receivables that are doubtful and have not been impaired or adequately provided for. In determining whether a particular receivable could be doubtful, the age, customer current financial status and disputes with the customer are taken into consideration Interests in subsidiaries - mutual funds The group has assessed its interests in the various mutual fund investments in which the group, through PSG Konsult, has the irrevocable asset management agreement over the mutual funds and in which the group is significantly invested. For other mutual funds, other factors such as the existence of control through voting rights held by the group in the fund are considered in the assessment of control. Judgement is required in the assessment of whether the group has control in terms of the variability of returns from the group's involvement in the funds, the ability to use power to affect those returns and the significance of the group's investment in the funds. Based on the assessment of control over these mutual funds, certain funds have been classified as subsidiaries (e.g. PSG Money Market Fund). Also refer to note 43.4 for further detail Unconsolidated structured entities mutual funds The group holds investments in mutual funds which are widely recognised as investment trusts that are regulated by government agencies, marketed and being open to public investment. These funds provide investors with access to returns on underlying assets in terms of predefined mandates. Pricing information is publically available. Management do not consider these vehicles to be unconsolidated structured entities as defined by IFRS 12 Disclosure of Interests in Other Entities. 29

131 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS Vehicles, plant and Office Computer Land Buildings machinery equipment equipment Total GROUP R'000 R'000 R'000 R'000 R'000 R' PROPERTY, PLANT AND EQUIPMENT As at 29 February 2016 Cost Accumulated depreciation and impairment losses (21 967) ( ) ( ) ( ) ( ) ( ) Balance at end of the year Reconciliation Balance at beginning of the year Additions Disposals (298) (4 355) (17 723) (4 916) (1 379) (28 671) Depreciation (6 895) (28 027) ( ) (22 298) (52 242) ( ) Impairment (12 704) (1 103) (364) (14 171) Exchange differences (41 788) (1 504) (41 418) (79 775) Subsidiaries acquired Balance at end of the year As at 28 February 2015 Cost Accumulated depreciation and impairment losses (14 903) (30 330) ( ) (74 054) ( ) ( ) Balance at end of the year Reconciliation Balance at beginning of the year Additions Disposals (121) (197) (10 770) (2 139) (380) (13 607) Depreciation (6 935) (16 539) ( ) (20 494) (41 292) ( ) Reversal of impairment Exchange differences (2 127) (9 948) 797 (52) 134 (11 196) Transfer to held for sale (20 454) (9 533) (123) (187) (30 297) Subsidiaries acquired Balance at end of the year Additions include borrowing cost of R34,667,000 (2015: R29,842,000) capitalised at a rate of 10.1% (2015: 10.4%). Depreciation was charged on land held under leasehold rights. The current year impairment relates to the assets of a logistical mineral terminal situated in Mozambique, having experienced lower volumes due to the decline in the commodity cycle. Details of land and buildings are available at the registered offices of the relevant property-owning companies within the group. Trademarks, Deferred computer acquisition Customer software costs lists and other Goodwill Total GROUP R'000 R'000 R'000 R'000 R' INTANGIBLE ASSETS As at 29 February 2016 Cost Accumulated amortisation and impairment losses (5 038) ( ) ( ) ( ) ( ) Balance at end of the year

132 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS Trademarks, Deferred computer acquisition Customer software costs lists and other Goodwill Total GROUP R'000 R'000 R'000 R'000 R' INTANGIBLE ASSETS (continued) As at 29 February 2016 (continued) Reconciliation Balance at beginning of the year Additions Disposals (320) (4 210) (4 530) Amortisation (961) (73 699) (31 147) ( ) Impairment (1 641) (3 018) (10 412) (15 071) Exchange differences (58 123) (23 563) Subsidiaries acquired Balance at end of the year As at 28 February 2015 Cost Accumulated amortisation and impairment losses (4 077) ( ) ( ) ( ) ( ) Balance at end of the year Reconciliation Balance at beginning of the year Additions Disposals (2 027) (94) ( ) ( ) Amortisation (967) (59 274) (29 520) (89 761) Impairment (2 463) (14 560) (22 476) (39 499) Transfer to held for sale (2 450) (25) (11 272) (13 747) Exchange differences 133 (5 493) Subsidiaries acquired Balance at end of the year The impairment losses recognised during the year related mainly to a decrease in learner numbers at two Curro shools. Customer lists Significant individual customer lists, originating from various purchases, have the following carrying values and remaining amortisation periods: Remaining amortisation period Segment and customer list R'000 R'000 Curro Woodhill College 10 years 11 years PSG Konsult Wealth adviser office 1 18 years 19 years Multinet Makelaars 10 years and 1 month 11 years and 1 month Wealth adviser office 2 18 years 19 years Diagonal Street Financial Services 14 years and 6 months 15 years and 6 months Tlotlisa Securities 13 years and 2 months 14 years and 2 months PSG Konsult Short-Term Administration (previously Topexec Management Bureau) 10 years and 2 months 11 years and 2 months Multifund 14 years 15 years PSG Konsult Insurance Solutions 14 years 15 years PSG Private Equity CA Sales 2 months 1 year and 2 months SMC Brands 1 year and 8 months 2 years and 8 months Pack 'n Stack 1 year and 5 months 2 years and 5 months Logico 1 year and 9 months 2 years and 9 months Zeder Metspan Hong Kong 15 years 16 years

133 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 2. INTANGIBLE ASSETS (continued) Trademarks, computer software and other Significant individual trademarks, computer software and other intangible assets, originating from various purchases, have the following carrying values: Segment and intangible asset item R'000 R'000 Curro Northern Academy trademark Embury Institute for Teacher Education trademark Woodhill College trademark Waterstone College trademark Zeder Capitalised product development costs in respect of plant and seed breeding operations Software development Goodwill allocation Goodwill is allocated to cash-generating units identified according to the operating segments. A segment level summary of goodwill allocation is as follows: Curro PSG Konsult PSG Private Equity Zeder Goodwill impairment testing Curro The recoverable amount of each cash generating-unit ("CGU"), which in most instances are represented by an individual school or campus, is determined with reference to value-in-use calculations. The key assumptions for the value-in-use calculations are as follows: % % Taxation rate Growth rate Terminal growth rate Discount rate Value-in-use calculations are performed based on five-year cash flow projections forming part of financial budgets approved by management. Cash flows were extrapolated into perpetuity using the aforementioned terminal growth rates. PSG Konsult The recoverable amount is determined based on the higher of fair value less cost to sell and value-in-use calculations. Price/earnings ratios used by management to determine fair value less cost to sell are determined with reference to similar listed companies, adjusted for entity specific considerations. Consideration is also given to recent transactions that occurred within the PSG Konsult Ltd group. The price/earnings ratios used varied between 5 and 7.5 times (2015: between 5 and 7.5 times). Key assumptions used for the value-in-use calculations are as follows: % % Taxation rate Growth rate Terminal growth rate Discount rate

134 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 2. INTANGIBLE ASSETS (continued) Goodwill impairment testing (continued) PSG Konsult (continued) Value-in-use calculations are performed based on five-year cash flow projections forming part of financial budgets approved by management. Cash flows were extrapolated into perpetuity using the aforementioned terminal growth rate. Where impairment indicators exist, customer lists and trademarks were evaluated for impairment using the most recent price/earnings ratios for similar transactions in the market, or value-in-use calculations based on aforementioned assumptions. The price/earnings ratios used varied between 5 and 7.5 times (2015: between 5 and 10 times). PSG Private Equity Goodwill allocated to this segment relates mainly to businesses distributing fast moving consumer goods throughout Southern Africa. Key assumptions used in the value-in-use calculation, determined by management to be reasonable given the various entity-specific considerations, are as follows: % % Taxation rate Growth rate Terminal growth rate Discount rate Value-in-use calculations are performed based on five-year cash flow projections forming part of financial budgets approved by management. Cash flows were extrapolated into perpetuity using the aforementioned terminal growth rates. Zeder The fair value less cost to sell was determined based on either applying a price/earning ratio, assessing net realisable value of the underlying assets (mostly agricultural land) or with reference to quoted share prices. Price/earnings ratios used by management are determined with reference to similar listed companies, adjusted for entity specific considerations. The average price/earnings ratio applied was 12 times (2015: 12 times), while the respective agricultural land was valued at US$13,000 (2015: US$11,840) per irrigated hectare. Had the aforementioned price/earnings ratio or the agricultural land valuation been adjusted downwards by 10%, the recoverable amounts would still exceed the respective carrying values. 3. INVESTMENT IN/LOANS GRANTED TO SUBSIDIARIES GROUP COMPANY R'000 R'000 R'000 R'000 Unlisted shares at cost Amounts receivable from PSG Financial Services Ltd and its whollyowned subsidiaries (current portion) The loans to PSG Financial Services Ltd and its wholly-owned subsidiaries are unsecured, interest-free and have no fixed terms of repayment. Refer Annexure A for further information regarding subsidiaries. 4. INVESTMENT IN ASSOCIATES AND JOINT VENTURES 4.1 INVESTMENT IN ASSOCIATES Carrying value of ordinary share investments Listed Unlisted

135 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 4.1 INVESTMENT IN ASSOCIATES (continued) GROUP R'000 R'000 Carrying value of ordinary share investments (carried over) Carrying value of preference share investments - unlisted Alaris Holdings Ltd The preference shares are unsecured and carry a dividend rate equal to 72% of prime plus 3%. The group may elect to convert the preference shares into 20.4 million ordinary shares at any time, alternatively, the capital and accrued dividends are redeemable during June Refer note 13 below for details regarding an embedded derivative accounted for separately from the host contract. IT School Innovation (Pty) Ltd The preference shares are unsecured, dividend-free and are redeemable during November The preference shares are unsecured, carry a dividend rate of 40% and are redeemable during December Carrying value of loans Entrepo Holdings (Pty) Ltd Secured loan which carried interest at prime plus 5% and was repaid during the year. Ordinary shares in the company served as security. African Unity Group (Pty) Ltd Unsecured loan carrying interest at 25% (2015: 20%) and being repayable on demand. Klein Karoo Seed Marketing Zimbabwe Pvt Ltd Unsecured interest-free loan which had no fixed terms of repayment and was eliminated upon the associate becoming a subsidiary during the year. Spirit Corporate Finance (Pty) Ltd Unsecured loan which carried interest at prime plus 10.75% and was repaid during the year. Professional Sourcing and Procurement Assist (Pty) Ltd Secured loan which carried interest at prime plus 4% and was repaid during the year. Other associates Unsecured loans carrying interest at rates ranging from interest-free to 10% (2015: interest-free to prime plus 4%), which are all repayable within 12 months

136 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 4.1 INVESTMENT IN ASSOCIATES (continued) Loans and preference shares GROUP R'000 R'000 Current portion Non-current portion Reconciliation Balance at beginning of the year Share of profits of associates Reversal of impairment/(impairment loss) of associates (3 692) Other movement in investment value Dividends received ( ) ( ) Additions Disposals (74 395) ( ) Net dilution gain Fair value adjustment on step-up to subsidiary Transfer from equity securities Transfer to subsidiaries at fair value (197) ( ) Transfer to held-for-sale at fair value (76 401) (57 381) Other movements (mainly exchange differences and share of associates' other comprehensive income/losses) (65 092) Balance at end of the year Market value of JSE-listed associates (mainly Capitec Bank Holdings Ltd and Pioneer Food Group Ltd) Additions 2016 Significant additions included Zeder, a subsidiary, issuing 4.4 million shares to acquire an additional interest of 1.5% in Kaap Agri Ltd ("Kaap Agri"). The increased interest in Kaap Agri was valued at R31.9 million, based on Zeder's JSE-listed share price. Furthermore, a subsidiary of Zeder, Capespan Group Ltd, acquired an interest of 25% in Fruchtimport van Wylick GmbH for cash consideration of R53.2 million Significant additions included Zeder, a subsidiary, issuing shares in terms of a scheme of arrangement with Agri Voedsel Ltd, whereby it increased its direct interest in Pioneer Food Group Ltd to 27.3%. The transaction was valued at R3.3 billion, based on the JSE-listed share price of Pioneer Food Group Ltd. Furthermore, as part of the Thembeka Capital (RF) Ltd scheme of arrangement, the group issued shares in order to, inter alia, increase its direct interest in Capitec Bank Holdings Ltd to 30.7%. The increased interest in Capitec Bank Holdings Ltd was valued at R952 million, based on its JSE-listed share price. Disposals 2016 Disposals comprised mainly PSG Private Equity's interests in Entrepo Holdings (Pty) Ltd and Friedshelf 903 (Pty) Ltd (t/a Protea Foundry) of 50% and 49.9%, respectively. During the year, Golden Wing Mau, an associate of Capespan Group Ltd, merged as equals with Joyvio. Both companies are leading players in China's fresh fruit business and the merger resulted in the group's interest in Golden Wing Mau diluting from 25% to 11.3%. The group continues to exercise significant influence through, inter alia, board representation. The dilution gain of R277.3 million consequently recognised by the group was determined with reference to the fair value at which the merger was concluded being above the carrying value of the investment. The fair value was determined by the appointed appraiser using the discounted cash flow method and price-to-sales ratios. The most significant inputs to the fair value determination were the discount rate applied ranging between 10.5% and 11.9% and the price-to-sale ratio ranging between to , depending on the nature of the operations Disposals comprised mainly the group's derecognition of its 49% interest in Thembeka Capital (RF) Ltd, following the aforementioned scheme of arrangement whereby the group acquired the remaining 51% outside shareholding in same. Impairments The impairment charges recognised in respect of the investment in associates were calculated on the basis of and making use of the assumptions set out in the accounting policies. Impairment charges and any reversals recognised during the current and prior years related mainly to investments forming part of the PSG Private Equity operating segment. Refer Annexure B for further information regarding associates. 35

137 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 4.2 INVESTMENT IN JOINT VENTURES GROUP R'000 R'000 Balance at beginning of the year Additions 737 Share of profits of joint ventures Other movements 823 Balance at end of the year Loans and preference shares - current UNIT-LINKED INVESTMENTS Direct investments Quoted Unquoted Investments linked to investment contracts (refer note 23) Quoted Unquoted None of the quoted unit-linked investments are listed Fair value through profit or loss Total GROUP R'000 R'000 Reconciliation Balance at 1 March Additions Disposals ( ) ( ) Fair value net gains and reinvestments Balance at 28 February Additions Disposals ( ) ( ) Fair value net gains and reinvestments Exchange differences Subsidiaries acquired and consolidation of mutual funds Balance at 29 February GROUP R'000 R'000 Current portion Non-current portion Fair value of the unit-linked investments are determined by reference to the underlying assets, taking into account any relevant credit risk associated with the underlying assets. 36

138 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 6. EQUITY SECURITIES GROUP R'000 R'000 Direct equity investments Quoted Unquoted Investments linked to investment contracts (refer note 23) Quoted Included in quoted equity securities are listed investments to the value of R1,747,454,000 (2015: R1,024,673,000). Fair value Available-for- through sale profit or loss Total GROUP R'000 R'000 R'000 Reconciliation Balance at 1 March Additions Disposals ( ) ( ) Fair value net gains and reinvestments Transfer to associates ( ) ( ) Other movements Subsidiaries acquired Balance at 28 February Additions Disposals (5 712) ( ) ( ) Fair value net gains and reinvestments (605) ( ) ( ) Other movements Subsidiaries acquired 5 5 Balance at 29 February GROUP R'000 R'000 Current portion Non-current portion DEBT SECURITIES Direct investments Quoted Unquoted Investments linked to investment contracts (refer note 23) Quoted Unquoted Included in quoted debt securities are listed investments to the value of R846,266,000 (2015: R476,539,000). 37

139 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS Fair value Held-to- through profit maturity or loss Total GROUP R'000 R'000 R' DEBT SECURITIES (continued) Reconciliation Balance at 1 March Additions Disposals ( ) ( ) Maturity ( ) ( ) Fair value net gains and reinvestments Finance income Other movements (14 201) (14 201) Subsidiaries acquired and consolidation of mutual funds Balance at 28 February Additions Disposals (1 038) ( ) ( ) Maturity ( ) ( ) Fair value net losses and reinvestments (2 100) (2 100) Finance income Subsidiaries acquired and consolidation of mutual funds Balance at 29 February GROUP R'000 R'000 Current portion Non-current portion The fair value of the unquoted debt securities is either based on discounted cash flow valuation methodologies using market interest rates and the risk premium specific to the unquoted securities, or determined by comparing it to the quoted fair value of the investments (also refer to note 46). 8. DEFERRED INCOME TAX Deferred income tax assets Deferred income tax liabilities ( ) ( ) Net deferred income tax liability ( ) ( ) Deferred income tax assets To be recovered within 12 months To be recovered after 12 months Deferred income tax liabilities To be recovered within 12 months (9 846) (50 213) To be recovered after 12 months ( ) ( ) ( ) ( ) 38

140 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 8. DEFERRED INCOME TAX (continued) The movements in the net deferred tax liability were as follows: Intangible assets Unrealised and other Provisions Tax losses profits differences Total GROUP R'000 R'000 R'000 R'000 R'000 Balance at 1 March (73 648) ( ) ( ) Credited/(charged) to profit or loss (26 496) Credited to other comprehensive loss Other movements (1 420) (8 606) Transferred to held for sale (206) (31) (237) Subsidiaries acquired ( ) (70 684) ( ) Balance at 28 February ( ) ( ) ( ) (Charged)/credited to profit or loss (3 707) (68 707) Charged to other comprehensive income (3 074) (3 074) Other movements 458 (932) Subsidiaries acquired (8 817) (8 817) Balance at 29 February ( ) ( ) ( ) Deferred tax on temporary differences relating to financial assets which form part of the group's long-term investment strategy is calculated using the South African capital gains tax inclusion rate of 80% (2015: 66.6%). The deferred income tax assets and liabilities were calculated on all temporary differences under the liability method using a South African normal tax rate of 28% (2015: 28%). Where temporary differences arose in jurisdictions other than South Africa, the tax rates relevant to those jurisdiction were applied. The recoverability of the deferred income tax assets were assessed as set out in the accounting policies. 9. BIOLOGICAL ASSETS GROUP R'000 R'000 Balance at beginning of the year Additions Transfer of harvested produce to inventory ( ) ( ) Changes in fair value of biological assets Depreciation (11 454) (9 880) Exchange differences (10 191) (1 335) Subsidiaries acquired Balance at end of the year Biological assets consist of the following: Current (agricultural produce) Maize crops * Soya crops * Orchards ** Vineyards ** Sugar cane ** Timber Non-current (bearer plants) Orchards *** Vineyards *** * These biological assets are valued at cost since an insignificant level of biological transformation has taken place since planting. ** These biological assets are carried at fair value, being determined based on expected fruit sales (free on board prices for export sales and net value for local sales), net of budgeted harvest, packing, storage and selling costs, as well as directly attributable overheads. *** Consisting of citrus orchards, pome (apple and pear) orchards and grape vineyards, being carried at cost less accumulated depreciation and impairment losses. The abovementioned fair value of biological assets have been calculated using unobservable inputs (level 3). Biological assets comprised plantings of apples (2016: 395 ha; 2015: 168 ha), pears (2016: 95 ha; 2015: 32 ha), grapes (2016: 477 ha; 2015: 475 ha), citrus (2016: 440 ha; 2015: 156 ha), sugar cane (2016: 955 ha; 2015: nil), timber (2016: 800 ha; 2015: nil), soya (2016: 5,170 ha; 2015: 3,345 ha) and maize (2016: 1,299 ha; 2015: 2,922 ha). 39

141 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 10. INVESTMENT IN INVESTMENT CONTRACTS Reconciliation GROUP R'000 R'000 Balance at beginning of the year Investment contract premiums paid Investment contracts benefits received ( ) ( ) Fair value adjustment/finance income charged to investment contracts Balance at end of the year Current portion Non-current portion Fair value through profit or loss Held-to-maturity Direct investments Investments linked to investment contracts (refer note 23) Fair value of the investment in investment contracts is determined by reference to the underlying assets, since the vast majority of these investments are linked to investment contract liabilities (refer note 23). All the underlying assets have quoted prices which are used in the fair value determination (also refer to note 46). 11. LOANS AND ADVANCES Direct investments Secured loans * Unsecured loans ** Current portion Non-current portion * Ordinary shares (mainly PSG Group Ltd and PSG Konsult Ltd, also refer note 42) and other existing unlisted investments, together with the income streams of financial advisors affiliated to PSG Konsult Ltd serve as security for these loans. ** Unsecured loans are mainly receivable from financial advisors affiliated to PSG Konsult Ltd. These loans carry interest at rates ranging between 5.1% and 14.3% (2015: between 0.5% and 13.3%) and are repayable over various periods not exceeding 7 years. Further details in respect of financial risk management are set out in note

142 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 12. TRADE AND OTHER RECEIVABLES GROUP COMPANY R'000 R'000 R'000 R'000 Trade receivables Brokers and clearing houses * Margin accounts Prepayments and sundry receivables ** Current portion Non-current portion * PSG Online broker- and clearing accounts of R2.5 billion (2015: R1.9 billion) representing amounts owing by the JSE Ltd for trades in the last few days before year-end. These balances fluctuate on a daily basis depending on the activity in the markets. The control account for the settlement of these transactions is included under trade and other payables (refer note 27), with the settlement to the clients taking place within three days after the transaction date. ** Included are insurance receivables due from contract holders of R31,970,000 (2015: R38,426,000). Trade and other receivables include non-financial assets of R410,536,000 (2015: R147,088,000). 13. DERIVATIVE FINANCIAL INSTRUMENTS GROUP R'000 R'000 Derivative financial assets Derivative financial liabilities (97 257) ( ) Net derivative financial liability (5 609) (55 418) Derivative financial assets Current portion Non-current portion Derivative financial liabilities Current portion (31 833) (65 883) Non-current portion (65 424) (67 164) Analysis of net derivative financial liability Equity/index contracts (5 609) (55 418) Fixed-for-variable interest rate swaps (38 237) Contracts for difference ("CFD") (46) (7 425) Forward exchange contracts - currencies 42 (393) Written put options to non-controlling interests (65 424) (63 644) Embedded derivative (preference shares convertible into JSE-listed ordinary shares of an associate) (refer note 4.1) Preference share investment equity-kicker determined with reference to JSE-listed shares (5 609) (55 418) Trading derivatives are classified as current financial assets and liabilities at "fair value through profit or loss". The fair values of the financial instruments that are trading on recognised over-the-counter platforms are based on the closing prices and classified as quoted instruments. The value of the CFD assets reflected in the statement of financial position is derived from and corresponds directly to the underlying equity securities' closing JSE-listed price. The fair value of interest rate swaps were determined as the difference between the floating leg and the fixed leg of the swap. The fair value of the fixed leg is set equally to the present value of fixed interest payments discounted at the risk-free rate plus a margin. The floating leg was valued by discounting projected floating leg payments using a risk-free rate plus a margin. The fair value adjustments on derivative financial instruments included in "net fair value gains on financial assets and financial liabilities at fair value through profit or loss" (refer note 31) amounts to a gain of R42 million (2015: R28.9 million). 41

143 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 14. INVENTORIES Raw materials Work-in-progress Finished goods The cost of inventories recognised as an expense and included in cost of goods sold (refer note 29) in the income statement amounted to R11,032,609,000 (2015: R9,497,676,000). 15. REINSURANCE ASSETS AND LIABILITIES Reinsurance assets - current GROUP COMPANY R'000 R'000 R'000 R' Reinsurers' share of insurance liabilities Balance at beginning of the year Movement for the year (1 229) Deferred acquisition costs Balance at beginning of the year Movement for the year Amounts due from reinsurers, in respect of claims already paid by the group on reinsured contracts, are included in trade and other receivables (refer note 12). All reinsurance assets were considered recoverable at the reporting dates. Reinsurance liabilities - current Deferred reinsurance acquisition revenue Balance at beginning of the year Movement for the year CASH AND CASH EQUIVALENTS (INCLUDING MONEY MARKET FUNDS) Cash at bank Money market funds Short-term deposits NON-CURRENT ASSETS AND LIABILITIES HELD FOR SALE The non-current assets held for sale at the reporting date comprised the following: PSG Private Equity's interest in African Unity Group (Pty) Ltd (an associate); and PSG Konsult's interest in Xinergistix Ltd (an associate) The average interest rate on cash and cash equivalents was 6.3% (2015: 5.7%). The aforementioned total includes cash and cash equivalents of R114,864,000 (2015: R26,954,000) belonging to linked policyholders. The non-current assets and liabilities held for sale at the prior reporting date and subsequently disposed of during the year under review comprised the following: PSG Private Equity's interest in GRW Holdings (Pty) Ltd (an associate) amounted to R57,381,000; Zeder's interest, through Capespan Group Ltd, in Addo Cold Storage (Pty) Ltd (a subsidiary) amounted to R30,378,000; and PSG Konsult's interest in two subsidiaries with assets of R17,751,000 and liabilities of R3,412,

144 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 18. STATED CAPITAL Authorised 400,000,000 (2015: 400,000,000) ordinary shares with no par value GROUP COMPANY R'000 R'000 R'000 R'000 Issued Balance at beginning of the year Issue of shares Share buy-back ( ) ( ) Balance at end of the year Number of shares in issue ('000) In issue (gross of treasury shares) Shares held by subsidiaries (16 009) (16 009) Shares held by share incentive trusts (534) (1 995) In issue (net of treasury shares) Unissued shares, limited to 5% of the company's number of shares in issue at8 May 2015, are placed under the controlof thedirectors until the next annual general meeting. The directors are authorised to buy back shares subject to certain limitations and the JSE Listings Requirements. Share incentive schemes During the year, PSG Group Ltd operated a single equity-settled share incentive scheme, being the share option scheme. During the prior year, PSG Group Ltd operated two equity-settled share incentive schemes, being the deferred delivery and share option schemes. In terms of these schemes, shares/share options are granted to executive directors, senior and middle management. Furthermore, two material subsidiaries also operated share option schemes during the current and prior year, granting share options to executive directors, senior and middle management. Other share option schemes operated by subsidiaries include that of Capespan Group Ltd, Agrivision Africa and NRGP Holdings (Pty) Ltd (t/a Energy Partners). In terms of the aforementioned schemes, shares/share options are allocated to participants on grant date at market price. The settlement of the purchase consideration payable by the employee in terms of the shares granted occurs on delivery/vesting. The total equity-settled share-based payment charge recognised in the income statement amounted to R70,498,000 (2015: R60,914,000). This charge, net of the related tax effect, was debited to the income statement and credited to other reserves (refer note 19) and non-controlling interests (refer statement of changes in equity), respectively. i) Deferred delivery scheme The PSG Group Ltd Share Incentive Trust released its remaining 150,000 PSG Group Ltd shares during the prior year, following which the scheme was discontinued. The shares were released for a total purchase consideration of R2.7 million. The weighted average market price on the various release dates amounted to R98.93 per share. 43

145 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 18. STATED CAPITAL (continued) ii) Share option scheme The weighted average strike price of share options exercised in terms of this equity-settled share scheme during the year under review was R3.70 (2015: R2.86) per Zeder Investments Ltd ordinary share and R64.05 (2015: R36.87) per PSG Group Ltd ordinary share. The PSG Group Ltd Supplementary Share Incentive Trust currently holds 534,066 (2015: 1,994,811) PSG Group Ltd ordinary shares, with 3,567,460 (2015: 4,774,085) share options having been allocated and unvested at a total consideration of R338.3 million (2015: R380.7 million). Furthermore, 8,330,053 (2015: 9,432,505) Zeder Investments Ltd share options are outstanding at a total consideration of R36.6 million (2015: R39.1 million). The maximum number of PSG Group Ltd shares which may be offered in terms of the scheme is 17,287,099 shares, while the maximum number of shares that may be offered to any single participant is 3,457,420 shares. To date, 4,924,722 (2015: 3,463,977) shares have been exercised by way of the scheme and accordingly a further 12,362,377 (2015: 13,823,122) shares may be exercised in future by way of the scheme. Zeder Investments Ltd PSG Group Ltd ordinary shares ordinary shares Number Number Number Number Number of share options allocated at beginning of the year Number of share options cancelled during the year ( ) (61 330) ( ) Number of share options vested during the year ( ) ( ) ( ) ( ) Number of share options allocated during the year Number of share options allocated at end of the year Outstanding share options per tranche allocated: Zeder Investments Ltd ordinary shares Number of Price Volatility Dividend yield Risk-free rate Fair value shares R % % % R 20 April February February February February PSG Group Ltd ordinary shares February February February May February February Vesting of shares occurs as follows: % 2 years after grant date 25 3 years after grant date 25 4 years after grant date 25 5 years after grant date 25 Zeder Investments Ltd ordinary shares Weighted Weighted average strike average strike Analysis of outstanding scheme shares by financial year of maturity: price (R) Number price (R) Number 29 February February February February February February

146 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 18. STATED CAPITAL (continued) ii) Share option scheme (continued) PSG Group Ltd ordinary shares Weighted Weighted average strike average strike Analysis of outstanding scheme shares by financial year of maturity: price (R) Number price (R) Number 29 February February February February February February iii) Material subsidiary share incentive schemes PSG Konsult A maximum of 100,000,000 PSG Konsult Ltd shares may be offered to participants Share options are allocated to participants mainly on the same basis as set out under "share option scheme" above, except that the share options relate to PSG Konsult Ltd ordinary shares. Outstanding share options per tranche allocated: Number of Price Volatility Dividend yield Risk-free rate Fair value shares R % % % R 1 March July March June August March April April Weighted Weighted average strike average strike Analysis of outstanding scheme shares by financial year of maturity: price (R) Number price (R) Number 29 February February February February February February Curro A maximum of 16,094,365 Curro Holdings Ltd shares may be offered to participants Share options are allocated to participants mainly on the same basis as set out under "share option scheme" above, except that the share options relate to Curro Holdings Ltd ordinary shares. Outstanding share options per tranche allocated: Number of Price Volatility Dividend yield Risk-free rate Fair value shares R % % % R 29 September September September September September

147 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 18. STATED CAPITAL (continued) iii) Material subsidiary share incentive schemes (continued) Weighted Weighted average strike average strike Analysis of outstanding scheme shares by financial year of maturity: price (R) Number price (R) Number 29 February February February February February February OTHER RESERVES Foreign Available-for- currency Share-based sale translation payment Other * Total GROUP R'000 R'000 R'000 R'000 R'000 Balance as at 1 March 2014 (837) (23 611) Currency translation adjustments (11 689) (11 689) Reclassification of currency translation adjustments (345) (345) Cash flow hedges (4 699) (4 699) Reclassification of cash flow hedges Fair value gains on available-for-sale investments Share of other comprehensive income of associates (51 662) (51 662) Share-based payment costs - employees Transfer between reserves (4 308) (2 418) (6 726) Transactions with non-controlling interests (6 886) (5 444) Balance as at 28 February 2015 (567) (81 424) Currency translation adjustments Cash flow hedges Share of other comprehensive income of associates Share-based payment costs - employees Transactions with non-controlling interests (23 613) (21 795) Balance as at 29 February 2016 (567) (59 086) * Relates mainly to other comprehensive income attributable to associates and written put options held by non-controlling shareholders of a subsidiary. 20. NON-CONTROLLING INTERESTS Non-controlling interests - Cumulative, non-redeemable, nonparticipating preference shares of PSG Financial Services Ltd Non-controlling interests - Other than PSG Financial Services Ltd (subsidiary) preference shares Authorised GROUP R'000 R' ,000,000 (2015: 20,000,000) cumulative, non-redeemable, non-participating preference shares with no par value. Issued 17,415,770 (2015: 17,415,770) cumulative, non-redeemable, non-participating preference shares with no par value. The discretionary preference dividend is calculated on a daily basis at 83.33% (2015: 83.33%) of prime on the nominal value of R100 per share and is payable in two semi-annual instalments. Arrear preference dividends accrue interest at prime. 46

148 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 21. INSURANCE CONTRACTS GROUP R'000 R'000 Long-term insurance Balance at beginning of the year Liabilities released for payments on death, surrender and other terminations for the year (2 739) (2 993) Fees deducted from account balances (91) (265) Transfer to policyholder funds Short-term insurance Balance at beginning of the year Claims reported In respect of current year In respect of prior year ( ) (85 097) Claims paid ( ) ( ) Movement for the year THIRD-PARTY LIABILITIES ARISING ON CONSOLIDATION OF MUTUAL FUNDS Balance at beginning of the year Net capital contributions received Fair value adjustment to third-party liabilities Consolidation of mutual fund Balance at end of the year Current portion Non-current portion The group consolidates, inter alia, the PSG Wealth Creator Fund of Funds, PSG Wealth Moderate Fund of Funds, PSG Wealth Enhanced Interest Fund and PSG Money Market Fund, as a result of the group's investment in same and the mutual funds being managed by PSG Asset Management. Third parties' funds invested in the consolidated mutual funds are included as a liability under "third-party liabilities arising on consolidation of mutual funds". 23. INVESTMENT CONTRACTS Balance at beginning of the year Investment contract receipts Investment contract benefits paid ( ) ( ) Commission and administration expenses ( ) (97 512) Fair value adjustments to investment contract liabilities Balance at end of the year Current portion Non-current portion Investment contracts carried at: Fair value Amortised cost

149 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 23. INVESTMENT CONTRACTS (continued) Investment contracts are represented by the following underlying investments: GROUP R'000 R'000 Equity securities Debt securities Debt securities (refer note 7) Debt securities eliminated on consolidation (held intergroup) Unit-linked investments Investment in investment contracts Cash and cash equivalents Investment contracts relate to PSG Life Ltd clients' assets held under investment contracts, which are linked to a corresponding liability. Investment contracts' impact on the income statement can be separated from returns earned by the ordinary shareholders of the group as follows: Investment Ordinary contract shareholders policyholders of the group Total 29 February 2016 R'000 R'000 R'000 Investment income Fair value gains and losses ( ) Fair value adjustment to investment contract liabilities ( ) ( ) 28 February 2015 (223) Investment income Fair value gains and losses Fair value adjustment to investment contract liabilities ( ) ( ) 24. BORROWINGS GROUP R'000 R'000 Non-current Redeemable preference shares Unsecured loans Secured loans Current Bank overdrafts Redeemable preference shares Unsecured loans Secured loans Total borrowings Secured loans relate mainly to the following: Redeemable preference shares carry fixed dividend rates ranging between 8.1% and 8.3% (2015: 8.1% and 8.6%), and are repayable between September 2017 and March The redeemable preference shares are secured through the pledge of JSE-listed and overthe-counter traded shares to the value of R12.3 billion (2015: R12.1 billion). In terms of the respective surety agreements, the number of shares provided as security may be increased or reduced should there be a significant change in the market value of same. Curro Holdings Ltd and its subsidiaries' rand-denominated borrowings of R1.6 billion (2015: R1.4 billion); Agrivision Africa, Capespan Group Ltd, Zaad Holdings Ltd and their respective subsidiaries' rand-denominated borrowings of R0.8 billion (2015: R0.6 billion) and United States dollar denominated borrowings of R0.4 billion (2015: R0.3 billion); and PSG Konsult Ltd and its subsidiaries' rand-denominated borrowings of R0.3 billion (2015: R0.4 billion). 48

150 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 24. BORROWINGS (cointinued) The most significant security pledged towards the secured loans include the majority of Curro Holdings Ltd and its subsidiaries' land and buildings, with a total carrying value of R4 billion (2015: R3.2 billion). In terms of scrip lending facilities between PSG Securities Ltd (a wholly-owned subsdiary of PSG Konsult Ltd) and third parties, PSG Securities Ltd clients' financial assets to the value of R1.7 billion (2015: R3.3 billion) serve as security for both the receivable and the related borrowings from counterparties. These financial assets include the relevant underlying JSE ALSI 100 equity securities, South African government bonds and cash balances. Bank overdrafts relate mainly to Capespan Group Ltd, Zaad Holdings Ltd and their respective subsidiaries' rand-denominated borrowings of R0.5 billion (2015: R0.4 billion) and euro-denominated borrowings of R0.1 billion (2015: R0.1 billion). The aforementioned borrowings are repayable to various counterparties, with the effective interest rates ranging between 2% and 16.5% (2015: 1.5% and 16.1%). 25. EMPLOYEE BENEFITS Assets and liabilities relating to the group's employee benefits can be summarised as follows: Assets Liabilities Net Assets Liabilities Net GROUP R'000 R'000 R'000 R'000 R'000 R'000 Short-term benefits ( ) ( ) ( ) ( ) Post-employment benefits ( ) (91 930) ( ) (98 356) Termination benefits (5 603) (5 603) (2 525) (2 525) Short-term benefits These benefits comprise mainly bonus and leave pay accruals. Post-employment benefits Medical benefits Retirement benefits ( ) ( ) ( ) ( ) The group, through Capespan Group Ltd, provides for post-employment medical aid benefits in respect of certain retired employees. This liability is for a relatively small group of staff and their dependants who were already retired from International Harbour Services (Pty) Ltd, Outspan International Ltd ("Outspan") and Unifruco Ltd ("Unifruco") prior to the merger between Unifruco and Outspan in To qualify for the scheme they had to be permanently employed, be a member of the company's designated scheme at retirement and remain resident in South Africa until their retirement. The obligation was quantified by an independent actuary. The group, through Capespan, operates a number of externally funded defined benefit pension schemes across various countries (most notably the United Kingdom, continental Europe and South Africa). The schemes are set up under trusts and the assets of the schemes are therefore held separately from those of the group. Actuarial valuations were carried out by independent actuaries for the various pension schemes using the projected unit credit method. The respective employee defined benefit plan deficits can be analysed as follows: Medical Retirement Medical Retirement benefits benefits Total benefits benefits Total R'000 R'000 R'000 R'000 R'000 R'000 Fair value of plan assets Present value of funded obligations (25 700) ( ) ( ) (23 823) ( ) ( ) (25 700) (66 230) (91 930) (23 823) (73 693) (97 516) Balance at beginning of the year (23 823) (73 693) (97 516) (21 260) (56 696) (77 956) Interest expense (1 922) (14 661) (16 583) (1 264) (16 227) (17 491) Return on plan assets (Losses)/gains from changes in financial and demographic assumptions (2 384) (3 367) (17 338) (20 705) Benefits paid Employer contributions Exchange differences (16 512) (16 512) (793) (793) Balance at end of the year (25 700) (66 230) (91 930) (23 823) (73 693) (97 516) 49

151 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 25. EMPLOYEE BENEFITS (continued) Principal actuarial assumptions used include: Medical Retirement Medical Retirement benefits benefits benefits benefits % % % % Discount rates Future salary increases Inflation rates Reasonable changes at the reporting date on one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligations as follows: Medical benefits Impact of Impact of Increase Decrease Increase Decrease Change R'000 R'000 Change R'000 R'000 Discount rates 0.5% 976 (913) 0.5% 899 (842) Inflation rates 1.0% (1 665) % (1 549) Mortality rates 1 year (618) year (1 173) Retirement benefits Impact of Impact of Increase Decrease Increase Decrease Change R'000 R'000 Change R'000 R'000 Discount rates 0.5% (30 005) 0.5% (6 630) Inflation rates 1.0% (17 020) % (1 569) Mortality rates 1 year (21 192) year (22 298) Provision has been made for early disability retirements. No account is taken of surpluses which may arise in the fund as the group does not consider itself entitled to the benefits. 26. ACCRUALS FOR OTHER LIABILITIES AND CHARGES Other Total GROUP R'000 R'000 Balance as at 1 March Utilised during the year (5 346) (5 346) Balance as at 28 February Utilised during the year - Balance as at 29 February The movement in accruals for other liabilities and charges were charged to profit or loss and relates to amounts due in respect of the winding down of unprofitable operations in a subsidiary of PSG Private Equity. These balances are all regarded as being current in nature. 27. TRADE AND OTHER PAYABLES GROUP COMPANY R'000 R'000 R'000 R'000 Trade payables * ^ Margin accounts Deferred revenue Subsidiary/associate purchase consideration payable Current portion Non-current portion * Includes non-financial liabilities of R77,122,000 (2015: R104,236,000). ^ Included are PSG Online broker- and clearing accounts of which R2.5 billion (2015: R1.9 billion) represents amounts owing to the JSE Ltd for trades in the last few days before year-end. These balances fluctuate on a daily basis depending on the activity in the markets. The receivable for the settlement of these transactions is included under trade and other receivables (refer note 12), with the settlement to the clients taking place within three days after the transaction date. 50

152 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 28. REVENUE FROM SALE OF GOODS Agricultural produce Fast moving consumer goods Mining and construction goods Energy products Educational material GROUP COMPANY R'000 R'000 R'000 R' COST OF GOODS SOLD Changes in finished goods Raw material and consumables used Transportation expenses Other expenses Cost of goods sold relate to educational material, fast moving consumer goods, agricultural seed/produce and mining and construction goods. 30. INVESTMENT INCOME Interest income Loans and receivables Contracts for difference - interest received on margin Debt securities - fair value through profit or loss Unit-linked investments - fair value through profit or loss Cash and cash equivalents Dividend income Equity securities - fair value through profit or loss Equity securities - available-for-sale 26 Debt securities (preference shares) Unit-linked investments - fair value through profit or loss Non-current assets held for sale Dividend income from subsidiary Investment income No interest income was accounted for on impaired financial assets during the current or prior year. 31. FAIR VALUE GAINS AND LOSSES Foreign exchange gains Foreign exchange losses (54 923) (20 839) Net fair value gains on financial assets and financial liabilities designated as at fair value through profit or loss Fair value adjustment on step-up from associate to subsidiary Fair value gains on non-current assets held for sale Fair value loss in respect of deferred purchase consideration payable adjusted (65 657)

153 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 32. COMMISSION, NET INSURANCE PREMIUMS AND OTHER FEE INCOME GROUP R'000 R'000 Commissions and fees Insurance premiums, net of reinsurance premiums written Dealing and structuring Commissions and fees mainly relate to advisory and educational services. 33. OTHER OPERATING INCOME AND EXPENSES Other operating income Profit on sale of property, plant and equipment Profit on sale of intangible assets Bargain purchase gain Reversal of financial asset impairments Reversal of impairment on property, plant and equipment INSURANCE CLAIMS AND LOSS ADJUSTMENTS, NET OF RECOVERIES Short-term insurance contracts Long-term individual life insurance contracts - death, maturity, surrender and sick leave benefits and transfers to policyholder liabilities Gross Reinsurance Net GROUP R'000 R'000 R' Short-term insurance contracts ( ) Claims paid ( ) Movement in expected cost of outstanding claims Salvages (14 165) (9 768) Long-term individual life insurance contracts Insurance policy benefits paid Movement in insurance policy liabilities (1 350) (1 350) ( ) Short-term insurance contracts ( ) Claims paid ( ) Movement in expected cost of outstanding claims (8 439) Salvages (10 931) (7 317) Long-term individual life insurance contracts Insurance policy benefits paid Movement in insurance policy liabilities (2 738) (2 738) ( )

154 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 35. MARKETING, ADMINISTRATION AND OTHER EXPENSES Expenses by nature Depreciation Land Buildings Vehicles and plant Office equipment Computer equipment Biological assets (bearer plants) Amortisation of intangible assets Operating lease rentals Properties Other Auditors' remuneration Audit services Current year Prior year Tax services Other services Employee benefit expenses Salaries, wages and allowances Termination benefits Equity-settled share-based payment costs Medical and pension costs GROUP COMPANY R'000 R'000 R'000 R'000 Impairment of intangible assets Loss on sale of intangible assets Impairment of loans and receivables Impairment of property, plant and equipment Loss on sale of property, plant and equipment Loss on sale of subsidiary Other expenses Management and administration fees Marketing Professional fees Other administration costs Commission paid Refer to the directors' report for details regarding directors' remuneration

155 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 36. FINANCE COSTS Bank overdrafts Redeemable preference shares Secured loans Unsecured loans Derivative financial instruments GROUP COMPANY R'000 R'000 % % TAXATION South Africa current taxation Current year Prior year South Africa deferred taxation (43 212) Foreign current taxation Current year Prior year Foreign deferred taxation (3 503) Dividend withholding - current year Total taxation Reconciliation of effective rate of taxation (%) South African normal taxation rate Adjusted for: Non-taxable income (6.1) (4.1) (28.0) (28.0) Capital gains tax rate differential and rate change 3.6 (0.4) Non-deductible charges Share of profits of associates and joint ventures (16.2) (15.7) Foreign tax rate differential Prior year adjustments Effective rate of taxation Non-taxable income relates mainly to net accounting profit on dilution of interest in associates, while non-deductible charges relate mainly to, inter alia, share-based payment costs and finance costs on preference share funding. Tax credited to components of other comprehensive income Currency translation adjustments (848) Reclassification of currency translation adjustments (395) Losses from changes in financial and demographic assumptions (2 897) (6 506) (2 897) (7 749) 54

156 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 38. EARNINGS PER SHARE The calculations of earnings per share are based on the following: GROUP R'000 R'000 Profit attributable to owners of the parent Non-headline earnings (net of non-controlling interests and related tax effect): Net profit on sale/dilution of interest in associates ( ) (9 002) Gross amount ( ) (11 133) Non-controlling interests Tax effect (329) Loss on sale of subsidiary Gross amount Non-controlling interests (1 157) (Reversal of impairment)/loss on impairment of associates and joint ventures (9 014) Gross amount (7 769) Non-controlling interests (1 245) (89) Net loss on sale/impairment of intangible assets Gross amount Non-controlling interests (8 443) (19 348) Tax effect 880 (4 124) Net profit on sale/impairment of property, plant and equipment (5 095) (5 120) Gross amount (17 648) (18 212) Non-controlling interests Tax effect Non-headline items of associates Gross amount Non-controlling interests (11 198) (12 017) Fair value adjustment on step-up from associate to subsidiary (1 195) (22 483) Gross amount (3 731) (44 947) Non-controlling interests Bargain purchase gain (2 472) - Gross amount (4 242) Non-controlling interests Available-for-sale financial asset impairments (2015: reclassification of currency translation adjustments) Gross amount 604 (599) Non-controlling interests (230) 698 Tax effect 394 Headline earnings The "net profit on sale/dilution of interest in associates" relates mainly to the merger of equals between Golden Wing Mau, an associate of Capespan Group Ltd ("Capespan"), and Joyvio, as further detailed in note 4.1. The non-headline items of associates related mainly to impairment charges recognised by Pioneer Food Group Ltd. 55

157 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 38. EARNINGS PER SHARE (continued) The weighted average number of shares and diluted weighted average number of shares were calculated as follows: GROUP R'000 R'000 Number of shares at beginning of the year Weighted number of shares issued during the year Net movement in treasury shares Weighted number of shares at end of the year Number of bonus element shares to be issued in terms of sharebased payment arrangements Diluted weighted number of shares at end of the year Basic Earnings attributable to ordinary shareholders Headline earnings Weighted average number of ordinary shares in issue ('000) Attributable/basic earnings per share (cents) Headline earnings per share (cents) Diluted Diluted earnings attributable to ordinary shareholders Diluted headline earnings Diluted weighted average number of ordinary shares in issue ('000) Diluted attributable earnings per share (cents) Diluted headline earnings per share (cents) DIVIDEND PER SHARE 40. Diluted earnings and diluted headline earnings per share are calculated using earnings and headline earnings adjusted for the effect of all dilutive potential ordinary shares throughout the group, as well as by adjusting the weighted average number of ordinary shares in issue to assume conversion of all dilutive potential ordinary shares on a group level (arising from the share-based payment arrangements set out in notes 18 and 42). A calculation is performed to determine the number of shares that could have been acquired at fair value (determined using the annual volume weighted average JSE-listed share price of the company's shares) based on the monetary value of the shares/share options granted to participants. GROUP COMPANY R'000 R'000 R'000 R'000 Normal dividends Interim 100 cents per share (2015: 55 cents) Final 200 cents per share (2015: 145 cents) Dividends are not accounted for until they have been approved by the company's board. OPERATING LEASE AND CAPITAL COMMITMENTS, CONTINGENCIES AND SURETYSHIPS Operating lease commitments Operating leases - premises Due within one year Due within one to five years Due after more than five years Operating leases - office and computer equipment Due within one year Due within one to five years

158 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 40. OPERATING LEASE AND CAPITAL COMMITMENTS, CONTINGENCIES AND SURETYSHIPS (continued) Operating lease commitments (continued) Operating leases - vehicles and plant GROUP R'000 R'000 Due within one year Due within one to five years Capital commitments Authorised but not yet contracted Property, plant and equipment Contracted Property, plant and equipment Contingencies and suretyships Contingency - Capespan Group Ltd ("Capespan") The South African Revenue Service has issued an assessment in respect of value-added tax against a subsidiary of Capespan. The amount at risk (including penalties and interest) is R49 million. Management has obtained tax advice that supports the subsidiary's current tax treatment. Contingency - Capitec Bank Holdings Ltd ("Capitec") Since 2013, Capitec reported that the National Credit Regulator ("NCR") alleged that Capitec had contravened the National Credit Act. The National Credit Tribunal dismissed the NCR's application and the NCR lodged an appeal. The appeal was heard in the Gauteng High Court before a bench of three judges on 24 February On 23 March 2016 the court delivered its judgment and dismissed the NCR's appeal. During February 2016, Capitec became aware of another referral made by the NCR to the National Consumer Tribunal, which referral is being contested by Capitec. It is, and remains, impracticable to estimate the financial effect of any possible outcome of either of the referrals. Capitec is, and remains, of the view that the matters will be satisfactorily resolved through due process. Suretyship - Capespan associate A 49% associate of Capespan has a R250 million facility with the Land Bank. The Capespan group has provided surety for the associate's facility in a maximum amount of R123 million. The associate uses this facility to provide interest-bearing production loans to fruit producers. At year-end, the outstanding balance due by the associate to the Land Bank was R124 million, while the associate held loan receivable balances of R131 million against fruit producers. The associate has met all obligations in terms of its facility with the Land Bank and the associate's loan receivable balances are secured by property, plant and equipment and inventory. 41. BORROWING POWERS In terms of the company's memorandum of incorporation, borrowing powers are unlimited. Details of actual borrowings are disclosed in note 24. The group's short and long-term undrawn borrowings facilities amounted to approximately R1.2 billion (2015: R0.8 billion) and approximately R0.5 billion (2015: R0.2 billion) at year-end, respectively. 42. RELATED-PARTY TRANSACTIONS AND BALANCES Group PSG Group Ltd and its subsidiaries enter into various financial services transactions with members of the group. These transactions include a range of management, investment, administrative, advisory and corporate services in the normal course of business. Intergroup transactions between PSG Group Ltd and subsidiaries (including transactions between subsidiaries) have been eliminated on consolidation. Below is a summary of the most significant related-party transactions and balances, for further information please refer to note 38 of PSG Konsult Ltd's annual financial statements available at The directors' report contains details of directors' shareholding and their remuneration. Compensation of prescribed officers The members of the PSG Group Executive Committee ("Exco") are regarded as being the prescribed officers of the company. The Exco comprises Messrs JF Mouton (non-executive chairman), PJ Mouton (chief executive officer), WL Greeff (financial director) and JA Holtzhausen (executive). All being directors of PSG Group Ltd, their remuneration is detailed in the directors' report. 57

159 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 42. RELATED-PARTY TRANSACTIONS AND BALANCES (continued) Loans to directors of PSG Group Ltd Granted in terms of PSG Group Ltd Supplementary Share Incentive Trust (refer note 18) in order to exercise share options * GROUP R'000 R' WL Greeff JA Holtzhausen PJ Mouton Investment in preference shares of a party related to a director of PSG Group Ltd ** * These loans carry interest at SARS' official interest rate and are repayable seven years from the respective dates of advance. ** This balance relates to an investment in preference shares issued by a related party of Mr FJ Gouws. The preference share funding is repayable during September 2019, carry a fixed dividend rate of 8.44% and PSG Konsult Ltd ordinary shares with a market value of R240.8 million (2015: R252.7 million) serve as security. On redemption of the preference share funding, should the market value of the security be less than the redemption amount, the counterparty has an option to put aforementioned security to the group at an amount equal to the redemption value. Previously, loans in the amount of R118.1 million were advanced to related parties of four directors of PSG Group Ltd, being Messrs WL Greeff, JA Holtzhausen, PJ Mouton and JF Mouton, in order to acquire 2 million JSE-listed PSG Group Ltd ordinary shares ("the PSG shares"). The PSG shares serve as security for the loans receivable, carry interest at prime less 1% and are repayable during the financial year ending 29 February At the reporting date, the loans' carrying value amounted to R144 million (2015: R137 million) and the market value of the PSG shares serving as security amounted to R347.4 million (2015: R273.6 million). In terms of accounting standards, the loans receivable were eliminated on consolidation and the PSG Group Ltd shares accounted for as treasury shares (refer note 18). The arrangement has been accounted for in terms of IFRS 2 Share-based Payment, with the resultant charge to the group's profit or loss for the year amounting to R3 million (2015: R3 million). The charge was calculated using a Black-Scholes valuation model with inputs similar to those disclosed in note 18 for the tranche of share options issued on 28 February Debt securities of an associate The PSG Money Market Fund, being consolidated by the group, is invested in Capitec Bank Holdings Ltd (an associate) debt securities of approximately R140 million (2015: R236 million). Company Related-party transactions consist of dividends received from the company's sole subsidiary (refer note 30), while related party balances consist of loans granted to the direct and indirect wholly-owned subsidiaries (refer note 3). 58

160 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 43. NOTES TO THE STATEMENTS OF CASH FLOWS 43.1 Cash generated from/(utilised by) operating activities GROUP COMPANY R'000 R'000 R'000 R'000 Profit before taxation Adjusted for: Equity accounted earnings ( ) ( ) Depreciation and amortisation Changes in fair value of biological assets ( ) ( ) Net profit on sale/dilution of interest in associates ( ) (11 133) Interest income ( ) ( ) Dividend income ( ) ( ) ( ) (33 464) Finance costs Fair value gains and losses ( ) ( ) Fair value adjustment to investment contract liabilities Share-based payment costs Other non-cash items (1 868) (1 355) Change in working capital ( ) Change in insurance contracts Change in other financial instruments ( ) Additions to biological assets ( ) (73 764) 43.2 Taxation paid Charged to profit or loss ( ) ( ) Movement in deferred taxation (35 444) (1 953) Movement in net taxation liability Subsidiaries acquired 2016 acquisitions Aspen Logistics (Pty) Ltd ("Aspen Logistics") Novo Packhouse business operations ("Novo Packhouse") Theewaterskloof farming operations ("Theewaterskloof") Agriseeds Pvt Ltd ("Agriseeds") St Dominic's Academy business operations ("St Dominic's") (1 048) (1 241) ( ) ( ) During March 2015, the group, through Capespan Group Ltd ("Capespan"), acquired 75% of the issued share capital of Aspen Logistics for a cash consideration of R4.5 million. Capespan South Africa's fruit logistical operations were integrated with Aspen Logistics and subsequently rebranded as Contour Logistics. Contour Logistics is a logistical solutions service provider supporting Capespan's operations. Goodwill arose in respect of, inter alia, synergies pertaining to the integration of the logistical activities. During March 2015, the group, through Capespan, acquired the business operations of Novo Packhouse, including its coldstores, equipment and inventory, for a cash consideration of R120 million. Novo Packhouse complements the group's existing coldstore operations in South Africa. No goodwill arose in respect of this business combination. During March 2015, the group, through Capespan, acquired the farming operations of Theewaterskloof, a pome fruit farm, for a cash consideration of R120 million. Theewaterskloof complements the group's existing farming operations in South Africa. No goodwill arose in respect of this business combination. During October 2015, the group, through Zaad Holdings Ltd ("Zaad"), acquired 80% of the issued share capital of Agriseeds for cash consideration of R32.7 million. Agriseeds operates in the seed marketing industry and goodwill arose in respect of, inter alia, expected synergies. During March 2015, the group, through Curro Holdings Ltd, acquired the business operations and properties of St Dominic's, a school in Newcastle, KwaZulu-Natal Province of South Africa for a nominal cash consideration. St Dominic's complements the group's existing private schooling operations in South Africa. A bargain purchase gain arose in respect of this business combination. 59

161 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 43. NOTES TO THE STATEMENTS OF CASH FLOWS (continued) 43.3 Subsidiaries acquired (continued) 2016 acquisitions (continued) The summarised assets and liabilities recognised at the respective acquisition dates were: Novo Theewaterskloof Aspen Logistics Packhouse Agriseeds St Dominic's Other Total GROUP R'000 R'000 R'000 R'000 R'000 R'000 R'000 Recognised amounts of identifiable assets acquired and liabilities assumed Property, plant and equipment Intangible assets Biological assets (bearer plants) Trade and other receivables Equity securities 5 5 Unit-linked investments Loans and advances Cash and cash equivalents Deferred income tax liabilities (3 605) (4 091) (1 121) (8 817) Inventory Borrowings (68 755) (9 172) (45 648) ( ) Employee benefit liabilities (293) (293) Trade and other payables (52 127) (3 500) (19 300) (2 909) (37 407) ( ) Current income tax liabilities (239) (239) Total identifiable net assets (7 143) (1 709) Non-controlling interests (6 622) (1 037) (5 873) Derecognition of investment in associates and joint ventures at fair value (197) (197) Goodwill Gain on bargain purchase (4 242) (4 242) Total consideration Cash consideration Paid (4 500) ( ) ( ) (32 715) (3 307) ( ) Deferred consideration (1 744) (1 744) Equity securities transferred (3 000) (3 000) Total consideration (4 500) ( ) ( ) (32 715) - (8 051) ( ) Cash consideration paid (4 500) ( ) ( ) (32 715) (3 307) ( ) Cash and cash equivalents acquired acquisitions NRGP Holdings (Pty) Ltd (t/a Energy Partners) ("Energy Partners") Grantleigh College business operations ("Grantleigh") Waterstone College (Pty) Ltd ("Waterstone") Mpongwe Milling (2009) Ltd ("Mpongwe Milling") Gestão de Terminas ("Gestão") (3 333) ( ) ( ) (31 116) (2 039) ( ) Had the aforementioned entities been consolidated with effect from 1 March 2015, instead of their respective acquisition dates, the consolidated income statement would have reflected additional revenue from sale of goods and total income of R167,890,000 and profit for the year of R20,469,000. Transaction costs relating to aforementioned business combinations were insignificant and expensed in the income statement. During February 2015, the group, through PSG Private Equity, increased its interest in Energy Partners (previously an associate) from 39.2% to 54% for a cash consideration of R40.4 million. Energy Partners' business entails providing energy optimisation solutions to its clients. Goodwill arose in respect of, inter alia, the employee corps and expected synergies. The purchase price allocation was provisional at the reporting date. During March 2014, the group, through Curro, acquired the business properties and operations of Grantleigh, a private school in Kwazulu Natal, South Africa, for a cash consideration of R30 million. Goodwill arose in respect of, inter alia, the employee corps and expected synergies. During June 2014, the group, through Curro, acquired the entire issued share capital of Waterstone, a private school in Gauteng, South Africa, for a consideration of R130 million (of which R30 million is deferred) and Curro shares to the value of R1 million. Goodwill arose in respect of, inter alia, the employee corps and expected synergies. During April 2014, the group, through Zeder, acquired the entire issued share capital of Mpongwe Milling, a maize and wheat mill operating in the Copperbelt province of Zambia, for a Zambian kwatcha denominated cash consideration equating to R307.6 million. Mpongwe Milling complements the group's existing farming operations in Zambia and the acquisition provides the group with an opportunity to expand its product offering across the value chain. Goodwill arose in respect of, inter alia, synergies pertaining to the procurement and marketing functions of the mill and farming operations. During October 2014, the group, through Zeder, increased its interest in Gestão, operating a customs terminal in Mozambique, from 40% to 50% for a cash consideration of R7.3 million. No goodwill arose on this business combination. 60

162 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 43. NOTES TO THE STATEMENTS OF CASH FLOWS (continued) 43.3 Subsidiaries acquired (continued) 2015 acquisitions (continued) Pack 'n Stack Investment Holdings (Pty) Ltd ("Pack 'n Stack") During June 2014, the group, through PSG Private Equity's subsidiary, CA Sales Holdings (Pty) Ltd ("CA Sales"), increased its interest in Pack 'n Stack (previously an associate) from 30% to 50.2% for a cash consideration of R52 million. Pack 'n Stack is involved in the distribution of fast moving consumer goods and complements the group's already existing investments in same. Goodwill arose in respect of, inter alia, the employee corps and expected synergies. SMC Brands SA (Pty) Ltd ("SMC Brands") During September 2014, the group, through PSG Private Equity's subsidiary, CA Sales, increased its interest in SMC Brands (previously an associate) from 49% to 100% for a cash consideration of R81.2 million. SMC Brands is involved in the distribution of fast moving consumer goods and complements the group's already existing investments in same. Goodwill arose in respect of, inter alia, the employee corps and expected synergies. Logico Unlimited (Pty) Ltd ("Logico") During October 2014, the group, through PSG Private Equity's subsidiary, CA Sales, increased its interest in Logico (previously an associate) from 35% to 55% for a cash consideration of R22.2 million. Logico is involved in the distribution of fast moving consumer goods and complements the group's already existing investments in same. Goodwill arose in respect of, inter alia, the employee corps and expected synergies. Ryla 21 (RF) (Pty) Ltd (name subsequently changed to Dipeo Capital (RF) (Pty) Ltd ("Dipeo")) During January 2015, the group acquired a 49% interest in Dipeo as part of the aforementioned Thembeka scheme of arrangement. Given the group's shareholding and preference share funding of more than R800 million advanced to Dipeo, the group is deemed to control and therefore needs to consolidate this entity. The remaining 51% shareholding is held by the Stellenbosch BEE Education Trust and all benefits derived from same will be utilised to fund gifted but needy black students' education. The summarised assets and liabilities recognised at the respective acquisition dates were: Energy Other Curro Mpongwe Other Zeder Partners Grantleigh Waterstone acquisitions Milling Gestão acquisitions Subtotal GROUP R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000 Recognised amounts of identifiable assets acquired and liabilities assumed Property, plant and equipment Intangible assets Trade and other receivables Loans and advances Cash and cash equivalents Deferred income tax (liabilities)/assets (1 701) (9 144) (15 098) (912) (27 635) 644 (53 846) Inventory Borrowings (15 210) (2 215) (24 994) (6 650) (25 003) (9 604) (83 676) Employee benefit liabilities (2 200) (2 200) Trade and other payables (27 291) (12 247) (12 145) (49) (3 774) (24 996) (676) (81 178) Current income tax assets/(liabilities) 750 (769) (1 097) 81 (1 035) Total identifiable net assets (5 829) Non-controlling interests (10 017) (5 190) (15 207) De-recognition of investment in associates and joint ventures at fair value (13 211) (7 946) (124) (21 281) Goodwill Total consideration Cash consideration Paid Deferred consideration Equity securities transferred Total consideration Cash consideration paid (40 375) (30 000) (98 573) (11 765) ( ) (7 271) ( ) Cash and cash equivalents acquired Bank overdrafts (1 970) (1 970) (37 364) (22 157) (87 953) (11 765) ( ) (4 274) (1 968) ( ) 61

163 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 43. NOTES TO THE STATEMENTS OF CASH FLOWS (continued) 43.3 Subsidiaries acquired (continued) 2015 acquisitions (continued) Subtotal Pack 'n Stack SMC Brands Logico Dipeo Total GROUP R'000 R'000 R'000 R'000 R'000 R'000 Recognised amounts of identifiable assets acquired and liabilities assumed Property, plant and equipment Intangible assets Equity securities Debt securities Trade and other receivables Loans and advances Derivative financial assets Cash and cash equivalents (13 373) Deferred income tax liabilities (53 846) (4 545) (7 592) (662) ( ) ( ) Inventory Borrowings (83 676) (359) (25 897) ( ) ( ) Employee benefit liabilities (2 200) (9 732) (11 932) Trade and other payables (81 178) (15 575) (34 331) (31 746) ( ) Current income tax liabilities (1 035) (1 429) (2 326) (2 978) (7 768) Total identifiable net assets Non-controlling interests (15 207) (22 443) (14 790) ( ) ( ) Derecognition of investment in associates and joint ventures (21 281) (76 719) (76 777) (38 777) ( ) Goodwill recognised Total consideration Cash consideration Paid Deferred contingent consideration Equity securities transferred Total consideration Cash consideration paid ( ) - (51 978) (81 240) (22 158) ( ) Cash and cash equivalents acquired (13 373) Bank overdrafts (included in borrowings) (1 970) (1 970) ( ) - (29 979) (59 273) (35 531) - ( ) - The amounts set out above pertaining to Dipeo include equity securities of R551,423,000 and deferred income tax liabilities of R78,962,000 relating to its investment in Curro Holdings Ltd, an already existing subsidiary, and accordingly same was accounted for as a transaction with non-controlling interests. Had the aforementioned entities been consolidated with effect from 1 March 2014, instead of their respective acquisition dates, the consolidated income statement would have reflected additional revenue from sale of goods and total income of R1,353,854,000 and profit for the year of R131,459, Consolidation of mutual funds 2016 During the second half of the 2016 financial year, the group commenced consolidation of the PSG Wealth Creator Fund of Funds, the PSG Wealth Moderate Fund of Funds and the PSG Wealth Enhanced Interest Fund, following an increase in policyholder funds (i.e. financial assets linked to investment contracts) invested in same. These collective investment schemes are managed by PSG Asset Management During June 2014, the group further invested excess cash in the PSG Money Market Fund ("PSGMMF") following a book build capital raising. In light of the larger interest held by the group in PSGMMF and PSG Asset Management managing the fund, the group commenced consolidation of the PSGMMF. The PSGMMF invests in various money market instruments with an average maturity of 90 days or less. Money market instruments issued by ABSA, FirstRand, Nedbank, Standard Bank and the South African government comprised approximately 80% of funds under management. The summarised assets and liabilities recognised at the respective dates from which the mutual funds were consolidated were: PSG Wealth PSG Wealth PSG Wealth Creator Fund of Moderate Fund Enhanced Funds of Funds Interest Fund Total PSGMMF Total GROUP R'000 R'000 R'000 R'000 R'000 R'000 Recognised amounts of identifiable assets acquired and liabilities assumed Trade and other receivables Debt securities Unit-linked investments Third-party liabilities arising on consolidation of mutual funds ( ) ( ) ( ) ( ) ( ) ( ) Cash and cash equivalents Trade and other payables (544) (544) (349) (349) Total identifiable net assets Derecognition of investment in mutual funds (unit-linked investments) ( ) ( ) ( ) ( ) - Total consideration Cash consideration paid - ( ) ( ) Cash and cash equivalents acquired ( ) ( ) 62

164 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 43. NOTES TO THE STATEMENTS OF CASH FLOWS (continued) 43.5 Subsidiaries sold 2016 disposals No subsidiaries, apart from those previously classified as non-current assets held for sale (refer note 17), were disposed of during the year under review disposals No subsidiaries were disposed of during the year under review Cash and equivalents at end of the year GROUP COMPANY R'000 R'000 R'000 R'000 Cash, money market funds and short-term deposits (note 16) Cash, money market funds and short-term deposits included as part of non-current assets held for sale Bank overdrafts (note 24) ( ) ( ) 44. RECLASSIFICATION OF PRIOR YEAR FIGURES The aforementioned reclassification had no impact on previously reported profitability, assets, liabilities, equity or cash flows. The effect of the reclassification on the group's results was: Income statement for the year ended 28 February Given the extent of the net profit on sale/dilution of the group's interest in associates during the year under review, management has decided to disclose same separately on the face of the income statement. The prior year comparative (comprising a R13.2 million profit and a R2.1 million loss) has been removed from "other operating income" and "marketing, administration and other expenses", and disclosed as "net profit on sale/dilution of interest in associates" on the face of the consolidated income statement. Previously Now reported reported Change R'000 R'000 R'000 Other operating income (13 197) Marketing, administration and other expenses ( ) ( ) Net profit on sale/dilution of interest in associates

165 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 45. SHARE ANALYSIS - PSG GROUP LTD ORDINARY SHARES Shareholders Shares held Number % Number % Range of shareholding , ,001-5, ,001-10, ,001-50, , , , , ,001-1,000, Over 1,000, Treasury shares Employee share scheme Shares held by a subsidiary Public and non-public shareholding Non-public (directors) * Public Individual shareholders (excluding directors) holding 5% or more of shares in issue (net of treasury shares) at 29 February Public Investment Corporation (including Government Employees Pension Fund) Steinhoff International Holdings N.V. and its subsidiaries * Refer to the directors' report for further details of directors' holdings

166 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT Financial risk factors The group's activities expose it to a variety of financial risks: market risk (including currency risk, cash flow and fair value interest rate risk and price risk), credit risk and liquidity risk. The group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group's financial performance. Risk management is carried out as part of the day-to-day activities by each major entity within the group under policies approved by the respective boards of directors. Each major entity's board of directors provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity. Each entity identifies, evaluates and utilises hedging instruments and economic hedges, as appropriate, to hedge financial risks. The largest portion of financial assets and liabilities relate to the PSG Konsult business unit and specifically its client-related balances. The PSG Konsult clientrelated balances comprise the investment contract liabilities and related linked client assets of PSG Life Ltd, the broker and clearing accounts, and the settlement control accounts of the stockbroking business, the collective investment schemes consolidated under IFRS 10 Consolidated Financial Statements and corresponding third-party liabilities arising on such consolidation, the short-term claim control accounts and related bank accounts, as well as the contracts for difference assets and related liabilities. These financial assets and liabilities do not expose the group shareholders to financial risk, since an increase/decrease in any of these assets/liabilities will have a corresponding offsetting increase/decrease in the client-related liability/asset. The PSG Konsult Executive Committee, supported by various specialist and compliance committees, are responsible for risk management at an operational level. Furthermore, sections within PSG Konsult's business are regulated and therefore managed according to the relevant regulated frameworks. The PSG Money Market Fund ("PSGMMF") is consolidated on a group-level as a result of the group's investment in same and the fund being managed by PSG Asset Management. Third parties' funds invested in the consolidated mutual funds are included as a liability under "third-party liabilities arising on consolidation of mutual funds" and thus any increase/decrease in assets attributable to such third-parties will have a corresponding offsetting increase/decrease in the related liability. The table below provides an overview of the group's financial assets and liabilities, and to what extent they relate to the aforementioned: PSGMMF Attributable to PSG Konsult consolidated ordinary client-related on a PSG shareholders balances Group level of the group Total GROUP R'000 R'000 R'000 R' February 2016 Financial assets Investment in preference shares of/loans granted to associates Investment in preference shares of/loans granted to joint ventures Unit-linked investments Equity securities Debt securities Investment in investment contracts Loans and advances Trade and other receivables Derivative financial assets Reinsurance assets Cash and cash equivalents (including money market funds) Financial liabilities Insurance contracts Third-party liabilities arising on consolidation of mutual funds Investment contracts Borrowings Derivative financial liabilities Trade and other payables Reinsurance liabilities

167 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) Financial risk factors (continued) PSGMMF Attributable to PSG Konsult consolidated ordinary client-related on a PSG shareholders of balances Group level the group Total GROUP R'000 R'000 R'000 R' February 2015 Financial assets Investment in preference shares of/loans granted to associates Investment in preference shares of/loans granted to joint ventures Unit-linked investments Equity securities Debt securities Investment in investment contracts Loans and advances Trade and other receivables Derivative financial assets Reinsurance assets Cash and cash equivalents (including money market funds) Financial liabilities Insurance contracts Third-party liabilities arising on consolidation of mutual funds Investment contracts Borrowings Derivative financial liabilities Trade and other payables Reinsurance liabilities

168 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) Financial instruments are grouped into the following classes in order to facilitate effective financial risk management and disclosure in terms of IFRS 7 Financial Instruments: Disclosures. The sensitivity analyses presented below are based on reasonable possible changes in market variables for equity prices, interest rates and foreign exchange rates for the group. CLASSES OF FINANCIAL AND INSURANCE ASSETS Investment in preference shares of/loans granted to associates Investment in preference shares of/loans granted to joint ventures Quoted unit-linked investments - direct Quoted unit-linked investments - linked to investment contracts Total quoted unit-linked investments Unquoted unit-linked investments - direct Unquoted unit-linked investments - linked to investment contracts Total unquoted unit-linked investments Total unit-linked investments Quoted equity securities - direct Quoted equity securities - linked to investment contracts Total quoted equity securities Unquoted equity securities - direct Total unquoted equity securities Total equity securities Quoted debt securities - direct Quoted debt securities - linked to investment contracts Total quoted debt securities Unquoted debt securities - direct Unquoted debt securities - linked to investment contracts Total unquoted debt securities Total debt securities Investment in investment contracts Secured loans Unsecured loans Total loans and advances GROUP COMPANY R'000 R'000 R'000 R'000 Trade receivables Broker and clearing houses Margin accounts Sundry receivables Total trade and other receivables Derivative financial assets Reinsurance assets Cash and cash equivalents (including money market funds) Total financial and insurance assets

169 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) CLASSES OF FINANCIAL AND INSURANCE LIABILITIES Insurance contracts Third-party liabilities arising on consolidation of mutual funds Investment contracts Bank overdrafts Redeemable preference shares Unsecured loans Secured loans Total borrowings Fixed-for-variable interest rate swap Exchange traded derivatives Written put option to non-controlling interest Total derivative financial liabilities GROUP COMPANY R'000 R'000 R'000 R'000 Trade payables and accruals Margin accounts Subsidiary/associated company purchase consideration payable Total trade and other payables Reinsurance liabilities Total financial and insurance liabilities Fair value Heldto-maturity Loans and through profit Available- receivables or loss for-sale Total GROUP R'000 R'000 R'000 R'000 R'000 FINANCIAL AND INSURANCE ASSETS BY CATEGORY 29 February 2016 Investment in preference shares of/loans granted to associates * Investment in preference shares of/loans granted to joint ventures * Unit-linked investments Equity securities Debt securities ** Investment in investment contracts ** Loans and advances * Trade and other receivables * Derivative financial assets Reinsurance assets * Cash and cash equivalents (including money market funds) *

170 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) FINANCIAL AND INSURANCE ASSETS BY CATEGORY (continued) 28 February 2015 Fair value Heldto-maturity Loans and through profit Available- receivables or loss for-sale Total R'000 R'000 R'000 R'000 R'000 Investment in preference shares of/loans granted to associates * Investment in preference shares of/loans granted to joint ventures * Unit-linked investments Equity securities Debt securities ** Investment in investment contracts ** Loans and advances * Trade and other receivables * Derivative financial assets Reinsurance assets * Cash and cash equivalents (including money market funds) * * Carrying value approximates fair value. ** Financial assets not presented on the statement of financial position at fair value, for which their carrying values do not approximate their fair values, are: Carrying Fair Carrying Fair value value value value R'000 R'000 R'000 R'000 Debt securities Investment in investment contracts Fair value through profit Measured at or loss amortised cost Total GROUP R'000 R'000 R'000 FINANCIAL AND INSURANCE LIABILITIES BY CATEGORY 29 February 2016 Insurance contracts * Third-party liabilities arising on consolidation of mutual funds Investment contracts ** Borrowings ** Derivative financial liabilities Trade and other payables * Reinsurance liabilities * February Insurance contracts * Third-party liabilities arising on consolidation of mutual funds Investment contracts ** Borrowings ** Derivative financial liabilities Trade and other payables * Reinsurance liabilities * * Carrying value approximates fair value. ** Investment contracts' fair value is R11.8 million (2015: R16.4 million) higher than its carrying value, while borrowings' fair value is R26 million (2015: Rnil) lower than its carrying value. Financial assets and liabilities carried at fair value through profit and loss are all designated as such, apart from derivative financial instruments which are held for trading. 69

171 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) COMPANY R'000 R'000 FINANCIAL ASSETS BY CATEGORY Loans and receivables Trade and other receivables 334 Cash and cash equivalents FINANCIAL LIABILITIES BY CATEGORY Liabilities measured at amortised cost Trade and other payables Investment contracts A subsidiary of the group, PSG Life Ltd, is a linked insurance company and issues linked policies to policyholders (where the value of policy benefits is directly linked to the fair value of the supporting assets), and as such does not expose the company or business to the market risk of fair value adjustments on the financial asset as this risk is assumed by the policyholder. Investment contracts included within financial liabilities on the statement of financial position are therefore fully matched by investments as analysed in note 23. Market risk Market risk is the risk of adverse financial impact due to changes in fair values or future cash flows of financial instruments from fluctuations in interest rates, equity prices and foreign currency exchange rates. Price risk The group is exposed to price risk due to changes in the market values of its quoted and unquoted equity securities and unit-linked investments held by the group and classified in the statement of financial position either as "available-for-sale" or at "fair value through profit or loss". Included in the group quoted equity securities are those equity securities relating to investments in linked investment contracts amounting to R1,661,713,000 (2015: R955,147,000). The price risk of these instruments is carried by the policyholders of the linked investment contracts and the third-party mutual fund investors, respectively. Although the group follows a policy of diversification, some concentration of price risk towards certain sectors does exist and is analysed in the table below: Investments linked to investment contracts Direct investment Total Sector composition of quoted equity securities R'000 R'000 R'000 R'000 R'000 R'000 Agriculture Banks Chemicals Construction & materials Financial services Food & beverages Healthcare Industrial goods & services Insurance Media Oil & gas Personal & household goods Property Resources Retail Technology Telecommunications Travel & leisure Other Included in unit-linked investments are investments linked to investment contracts amounting to approximately R17,159,971,000 (2015: R12,102,096,000) of which the price risk is also carried by the policyholders of the linked investment contracts. Therefore a movement in the individual share prices of the aforementioned investments would not have an impact on the group's profit after taxation but would decrease or increase the corresponding liabilities with the same amount. Short-term insurance liabilities are not directly exposed to equity price risk. 70

172 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) Market risk (continued) The table below summarises the sensitivity of the group's post-tax net profit for the year as a result of market price fluctuations. The analysis is based on the assumption that marked-to-market prices increase/decrease by 20% (2015: 20%) at the reporting date, with all other variables (e.g. effective tax rate) held constant % 20% 20% 20% increase increase decrease decrease GROUP R'000 R'000 R'000 R'000 Impact on post-tax profit ( ) ( ) Foreign exchange risk The group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Management monitors this exposure and cover is used where appropriate. The group's financial assets and liabilities denominated in foreign currency are analysed in the following table: British United pound States Australian Swiss sterling dollar Euro dollar franc Subtotal A GROUP R'000 R'000 R'000 R'000 R'000 R'000 At 29 February 2016 Financial assets Unit-linked investments * Equity securities * Investment in investment contracts * Trade and other receivables Cash and cash equivalents (including money market funds) Financial liabilities Borrowings (1 520) ( ) (55 623) ( ) Trade and other payables (3 582) ( ) (75 801) (2 692) ( ) (29 937) (2 631) Mauritian Botswana Mozambique Zambian Subtotal A rupee pula new metical kwatcha Subtotal B GROUP R'000 R'000 R'000 R'000 R'000 R'000 At 29 February 2016 Financial assets Unit-linked investments * Equity securities * Investment in investment contracts * Trade and other receivables Cash and cash equivalents (including money market funds) Financial liabilities Borrowings ( ) ( ) ( ) ( ) Trade and other payables ( ) ( ) (4 221) (18 523) ( ) (82 513) (71 580)

173 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) Market risk (continued) Foreign exchange risk (continued) Chinese Hong Kong yuan Japanese Subtotal B dollar renminbi yen Total GROUP R'000 R'000 R'000 R'000 R'000 At 29 February 2016 Financial assets Unit-linked investments * Equity securities * Investment in investment contracts * Trade and other receivables Cash and cash equivalents (including money market funds) Financial liabilities Borrowings ( ) ( ) Trade and other payables ( ) ( ) ( ) British United African pound States Asian currencies sterling dollar Euro currencies Total GROUP R'000 R'000 R'000 R'000 R'000 R'000 At 28 February 2015 Financial assets Unit-linked investments * Equity securities * Debt securities * Investment in investment contracts * Loans and advances Reinsurance assets Trade and other receivables Cash and cash equivalents (including money market funds) Financial liabilities - Borrowings ( ) (27 333) ( ) ( ) ( ) Trade and other payables ( ) (4 825) (13 270) (37 433) ( ) ( ) (56 648) * Relates mainly to PSG Konsult's client related balances (as explained above) and accordingly the group is not exposed to significant amounts of foreign currency risk. The table below shows the sensitivity of post-tax profits of the group to a 20% (2015: 20%) appreciation/depreciation in the South African rand exchange rate at year-end, with all other variables (e.g. effective tax rate) held constant % 20% 20% 20% appreciation appreciation depreciation depreciation GROUP R'000 R'000 R'000 R'000 Impact on post-tax profit (34 363) (35 280) Impact on post-tax other comprehensive income (86 063) ( ) The company had no exposure to foreign exchange risk. 72

174 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) Market risk (continued) Cash flow and fair value interest rate risk The group's interest rate risk arises from interest-bearing investments and receivables, long-term borrowings and variable rate preference shares issued to non-controlling interest. Borrowings issued at variable rates expose the group to cash flow interest rate risk. Borrowings issued at fixed rates expose the group to fair value interest rate risk. GROUP R'000 R'000 Loans to and preference share investments in associates and joint ventures Floating rate Fixed rate (including interest-free) Debt securities * Floating rate Fixed rate (including interest-free) Loans and advances Floating rate Fixed rate (including interest-free) Trade and other receivables Floating rate Fixed rate (including interest-free) Cash and cash equivalents (including money market funds) ** Floating rate Fixed rate (including interest-free) Borrowings Floating rate ( ) ( ) Fixed rate (including interest-free) ( ) ( ) ( ) ( ) Trade and other payables Floating rate (18 499) (25 882) Fixed rate (including interest-free) ( ) ( ) ( ) ( ) Total Floating rate Fixed rate (including interest-free) ( ) * Debt securities of R783,225,000 (2015: R581,377,000) are linked to policyholder investments and as such do not directly expose the group to interest rate market risk. ** Cash and cash equivalents of R114,864,000 (2015: R26,954,000) are linked to policyholder investments and as such does not directly expose the group to interest rate market risk. The group manages its cash flow interest rate risk by monitoring interest rates on a regular basis. Consideration is given to hedging options which will be utilised if viable. The variable rate listed perpetual preference shares are classified as equity from an accounting perspective and therefore excluded from the table above and sensitivity analysis below. In order to mitigate the cash flow interest rate risk, management has entered into interest rate swap agreements, with a nominal value of R440,000,000 (2015: R440,000,000) hedged at a weighted average of 8.87% p.a. NACS until 31 August 2016 and R780,000,000 (2015: R780,000,000) hedged at a weighted average of 8.56% p.a. NACS until 31 August This means that the preference dividend rate, which is calculated on a daily basis as 83.33% of the prime interest rate, on R1,220,000,000 (2015: R1,220,000,000) out of the R1,741,577,000 (2015: R1,741,577,000) preference shares in issue is fixed at a weighted average of 8.67% (2015: 8.67%) p.a. NACS. In addition, the group has loans to and preference share investments in associates and joint ventures, as well as cash balances, as shown in the above table with coupons linked to prime interest rates, thus creating a further natural hedge. The combination of the aforementioned means that the group's listed perpetual preference shares are fully hedged against interest rate fluctuations. Short-term insurance liabilities are not directly exposed to interest rate risk, as they are undiscounted and contractually non-interest-bearing. The table below summarises the sensitivity of the group's post-tax net profit for the year to interest rate fluctuations. The analysis is based on the assumption that interest rates were 1% (2015: 1%) higher/lower for the full year, with all other variables (e.g. effective tax rate, interest carrying balances) held constant. The sensitivity analysis includes the effect of the interest rate hedge: 73

175 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) Cash flow and fair value interest rate risk (continued) % 1% 1% 1% increase increase decrease decrease GROUP R'000 R'000 R'000 R'000 Impact on post-tax profit (56 068) (25 699) The company had no exposure to interest rate risk. Credit risk The table below reflects the group's maximum exposure to credit risk (being carrying value) by class of asset: Carrying Collateral Carrying Collateral value fair value value fair value GROUP R'000 R'000 R'000 R'000 Investment in preference shares of/loans granted to associates Investment in preference shares of/loans granted to joint ventures Unit-linked investments Debt securities Investment in investment contracts Loans and advances Trade and other receivables Derivative financial assets Reinsurance assets Cash and cash equivalents Investment in preference shares of/loans granted to associates and joint ventures Unit-linked investments Debt securities Investment in investment contracts Loans and advances Trade and other receivables Derivative financial assets Derivative counterparties are limited to high-credit-quality financial institutions. Reinsurance assets Collateral relates to reinsurers' reserve deposits These instruments are impaired by reference to the net asset value of the debtor and/or discounted cash flow calculations. No material impairments were made during the current or prior year in respect of investments in preference shares of/loans granted to associates and joint ventures. The vast majority of these balances are secured (refer notes 4.1 and 4.2). Policyholder assets comprises 98.4% (2015: 97.2%) of these instruments and thus the relevant credit risk is carried by the policyholders of the linked investment contracts. The remainder of the balance relates mainly to the consolidation of mutual funds, where the third-party mutual fund investors carry the relevant credit risk. Policyholder assets, together with assets relating to consolidated mutual funds, comprises 53.8% (2015: 77.3%) of debt securities and therefore the relevant credit risk is carried by the respective policyholders and third-party mutual fund investors. Policyholder assets comprises 100% (2015: 99.7%) of these instruments and thus the relevant credit risk is carried by the policyholders of the linked investment contracts. In the case of loans and advances, management would take or insist on collateral or other form of securitisation as they deem fit. Collateral include equity securities in PSG Konsult Ltd and PSG Group Ltd (both JSE-listed). Trade and other receivables are tested for impairment using a variety of techniques, including assessing credit risk and monthly monitoring of individual debtors. At 29 February 2016, receivables with a total carrying value of approximately R56.8 million (2015: R28.4 million) were impaired. Reinsurance is used to manage short-term insurance risk. However, this does not discharge the group's liability as primary insurer. If a reinsurer fails to pay a claim for any reason, the group remains liable for the payment to the policyholder. The group has some exposure to concentration risk with individual reinsurers due to the nature of the reinsurance market and the restricted range of reinsurers that have acceptable credit ratings. The creditworthiness of reinsurers is considered annually by reviewing their financial strength prior to finalisation of any contract. The group's largest reinsurance counterparties are disclosed in the table below. These counterparties constitute the majority of the non-rated reinsurance assets reported on below Reinsurer R'000 % R'000 % African RE % % Santam RE % % Other % % Reinsurance assets % % 74

176 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) Credit risk (continued) Cash and cash equivalents (including money market funds) Derivative counterparties are limited to high-credit-quality financial institutions. The credit quality of financial assets can be further assessed by reference to external credit ratings (Moody's ratings are used to the extent possible) and historical information about counterparty default rates, as set out in the tables below: Investment in Investment in preference preference shares of/ shares of/ Investment loans to loans to in Loans associated joint Unit-linked Debt investment and companies ventures investments securities contracts advances Sub-total GROUP R'000 R'000 R'000 R'000 R'000 R'000 R'000 Government stock A A Baa Baa P P Unit-linked Other non-rated assets Past due but not impaired assets Cash and cash equivalents Trade and Derivative (including other financial Reinsurance money market Total Total Sub-total receivables assets assets funds) GROUP R'000 R'000 R'000 R'000 R'000 R'000 R'000 Government stock Aaa Aa A A A Ba Baa Baa Baa P P Unit-linked Other non-rated assets Past due but not impaired assets

177 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) Credit risk (continued) The credit risk associated with approximately 80% (2015: 71%) of non-rated and unit-linked financial assets are assessed by reference to the investment mandates of linked policyholder investments and consolidated mutual funds, which specifies what type of underlying investments can be purchased. The holders of these contracts bear the credit risk (as well as all other financial risks) arising from these assets. Other non-rated assets consists mainly of investments in preference shares of/loans granted to associates and joint ventures, secured and unsecured loans to external parties (refer note 11 for details of the security provided) and trade and other receivables. All trade and other receivables are payable on demand. The various group companies assesses all counterparties for creditworthiness before transacting, and monitors creditworthiness on a regular basis. The non-rated financial assets comprise mainly loans and advances, and trade and other receivables. These balances mainly relate to PSG Konsult's broker and clearing house receivable and Capespan trade receivables. The counterparty of the broker and clearing house receivable is the JSE, with a almost equal control account balance included in trade and other payables (refer note 27). Capespan performs ongoing credit evaluations regarding the financial condition of its trade receivables, and where appropriate, purchases credit guarantee insurance. The table below gives an age analysis of receivables that are past due but not impaired. The other classes of financial assets do not contain significant assets that are past due but not impaired. Total 0-2 months 2-6 months 6-12 months R'000 R'000 R'000 R'000 At 29 February At 28 February Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, each entity aims to maintain flexibility in funding by keeping committed credit lines available. With regard to the linked investment policy business it is the group's policy to pay a policyholder only once the amount disinvested has been collected. The investment contracts listed in the table below do not expose the group to significant liquidity risk. The investment policy and mandates take the expected liability cash flow into account. By limiting the cash flow mismatch the risk of premature realisation of assets or reinvestment of excess cash is mitigated. In addition, investment guidelines and limits are used to limit exposure to illiquid assets. The table below analyses the group's financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The prior year disclosure took into account an additional R480,000,000 redeemable preference share borrowings drawn subsequent to year-end but before approval of the prior year's financial statements. The amounts disclosed in the table are the contractual undiscounted cash flows. Carrying Less than Between 1 and value 1 year 5 years Over 5 years GROUP R'000 R'000 R'000 R'000 At 29 February 2016 Insurance contracts Third-party liabilities arising on consolidation of mutual funds Investment contracts Borrowings Derivative financial liabilities Trade and other payables Reinsurance liabilities At 28 February Insurance contracts Third-party liabilities arising on consolidation of mutual funds Investment contracts Borrowings Derivative financial liabilities Trade and other payables Reinsurance liabilities

178 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) Liquidity risk (continued) The table below analyses the company's financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying values as the impact of discounting is not significant. Carrying Less than value 1 year COMPANY R'000 R'000 At 29 February 2016 Trade and other payables At 28 February 2015 Trade and other payables Fair value estimation Financial instruments that are measured in the statement of financial position at fair value are classified by level of the following fair value measurement hierarchy: Level 1 The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1 and comprise primarily JSE-listed equity securities classified as "fair value through profit or loss" or "available-for-sale". Level 2 Financial instruments that trade in markets that are not considered to be active but are valued (using valuation techniques) based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include over-the-counter traded derivatives. Since level 2 investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information. If all significant inputs in determining an instrument's fair value are observable, the instrument is included in level 2. Unit-linked investments included in level 2 relate to units held is Collective Investment Schemes that are priced monthly. The prices are obtained from the respective Collective Investment Scheme management company and are based on quoted prices that are publically available. Investments in investment contracts included in level 2 relates to units held in investment contracts or market linked insurance policies issues by a registered long-term insurer. These prices are obtained from the insurer of the particular investment contract. Debt securities included in level 2 relate to JSE-listed instruments that are benchmarked against RSA bonds. The value is determined using a valuation model that uses the observable input (i.e. yield of benchmark bond). These unit-linked investments, investments in investment contracts and debt securities are mostly held to match investment contract liabilities, and as such any change in measurement would result in a similar adjustment to investment contract liabilities. The group's overall profit or loss is therefore not sensitive to the inputs of the models applied to derive fair value. Valuation techniques used in determining the fair value of financial assets and liabilities classified as level 2 include: Instrument Valuation technique Main unobservable inputs Derivative financial assets and liabilities Debt securities Unit-linked investments Investment in investment contracts Investment contracts Third party liabilities arising on consolidation of mutual funds Exit price on recognised over-the-counter platforms Valuation model that uses the market inputs (yield of benchmark bonds) Quoted put (exit) price provided by the fund manager Prices are obtained from the insurer of the particular investment contract Current unit price of underlying unitised financial asset that is linked to the liability, multiplied by the number of units held Quoted put (exit) price provided by the fund manager Not applicable - prices available publicly Bond interest rate curves Issuer credit ratings Liquidity spreads Not applicable - prices available publicly Not applicable - prices provided by registered long-term insurers Not applicable Not applicable - prices available publicly 77

179 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) Fair value estimation (continued) Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. Investments classified within level 3 have significant unobservable inputs, as they trade infrequently. Unit-linked investments and debt securities included in level 3 relate to units and debentures held in hedge funds. These are priced monthly and the prices are obtained from the asset managers of the particular hedge funds. These are held to match investment contract liabilities, and as such any change in measurement would result in a similar adjustment to investment contract liabilities. The group's overall profit or loss is therefore not sensitive to the inputs of the models applied to derive fair value. Equity securities included in level 3 relate to stock exchange rights and other rights owned. As these rights are unquoted, the valuation technique is based on the fact that the variability in the range of reasonable fair value estimates is not significant for this instrument and that the fair value of these rights is estimated to be equal to the guaranteed amount receivable for these rights, thus equalling the cost. Other derivative liabilities included in level 3 relate to put options held by non-controlling interests against the group. These fair values are calculated by applying the contractually agreed price/earnings multiple to the relevant subsidiary's board-approved budgeted profits and discounting it at a market-related interest rate. Trade and other payables (consisting of purchase consideration payable) classified in level 3 have significant unobservable inputs, as the valuation technique used to determine the fair values takes into account the probability, at the reporting date, that the acquiree will achieve the profit guarantee as stipulated in the respective sale of business agreement. As explained above, the group's overall profit or loss would not be significantly affected by changes to the inputs used in determining the fair value of level 3 financial assets and liabilities. The following financial instruments are measured at fair value: Level 1 Level 2 Level 3 Total GROUP R'000 R'000 R'000 R'000 At 29 February 2016 Assets Financial assets at fair value through profit or loss Unit-linked investments Equity securities Debt securities Investment in investment contracts Derivative financial assets Available-for-sale Equity securities Liabilities Third-party liabilities arising on consolidation of mutual funds Financial liabilities at fair value through profit or loss Investment contracts Derivative financial liabilities Trade and other payables

180 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) Fair value estimation (continued) At 28 February 2015 Level 1 Level 2 Level 3 Total R'000 R'000 R'000 R'000 Assets Financial assets at fair value through profit or loss Unit-linked investments Equity securities Debt securities Investment in investment contracts Trading derivatives Available-for-sale Equity securities Liabilities Third-party liabilities arising on consolidation of mutual funds Financial liabilities at fair value through profit or loss Investment contracts Trading derivatives Trade and other payables The following tables presents the changes in level 3 financial instruments during the reporting periods under review: Assets Investment in Unit-linked Equity investment investments securities Debt securities contracts Total R'000 R'000 R'000 R'000 R'000 Balance at 1 March Additions Disposals ( ) ( ) (1 239) ( ) Gains/(losses) recognised in profit or loss (1 846) Balance at 28 February Additions (196) Disposals ( ) (28 642) (1 614) ( ) Gains/(losses) recognised in profit or loss (20 772) Balance at 29 February Liabilities Investment Other Trade and contracts derivatives other payables Total R'000 R'000 R'000 R'000 Balance at 1 March Investment contract receipts and additions Investment contract benefits paid and disposals ( ) ( ) Transfers Losses/(gains) recognised in profit or loss (1 509) Balance at 28 February Investment contract receipts and additions Investment contract benefits paid and disposals ( ) (23 116) ( ) Losses recognised in profit or loss Balance at 29 February

181 PSG GROUP LIMITED NOTES TO THE ANNUAL FINANCIAL STATEMENTS 46. FINANCIAL RISK MANAGEMENT (continued) Insurance risk The group's insurance risk emanates from PSG Life Ltd ("PSGL") and Western Group Holdings Ltd ("Western"). PSGL exposes the group to longevity risk (risk of loss should annuitants live longer than expected) on an annuity book with 67 (2015: 68) policies and a value of R24.9 million (2015: R26.3 million). This annuity book is in process of being run-off. Western issues contracts that transfer insurance risk to the group, with the risk under any one insurance contract being the possibility that the insured event occurs and the resulting claim exceeding the insurance liability. By the very nature of an insurance contract, the materialisation of risk is random and therefore unpredictable. 47. CAPITAL RISK MANAGEMENT The group's objectives when managing capital are to safeguard the group's ability to continue as a going concern in order to provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, issue new shares, buy back shares, increase of reduce borrowings. PSG Group Ltd's capital management is performed at a group level, giving consideration to, inter alia, group gearing levels calculated as a percentage of net asset value and the group's sum-of-the-parts value, as well as to the group's interest cover based on free cash flow. When funding is required management will consider the various forms of paper available for issue taking into account current market conditions, anticipated trends in market indicators and the financial position of the group at the time. Management will accordingly consider issuing ordinary shares by the group's holding company, perpetual preference shares, short, long or medium-term borrowings with variable or fixed rates. Historically the group's medium and long-term paper have been issued at fixed interest rates. The directors have shareholder approval to issue ordinary shares up to 5% of the number of shares in issue (refer note 18). The group's gearing ratio (calculated based on debt at a head office level, including PSG Financial Services Ltd perpetual preference shares at its JSE-listed market value) equates to 16.6% (2015: 20.9%) of the group's net asset value. Calculated as a percentage of the group's sum-of-the-parts value, gearing at a head office level amounts to 5.6% (2015: 6.3%). Interest cover based on free cash flow and calculated at a head office level amounts to 3.8 times (2015: 3 times). Certain subsidiaries have regulatory capital adequacy requirements as a result of the respective industries in which they operate. Details regarding the compliance to same are set out below: PSG Life Ltd ("PSGL") PSGL is required to hold a minimum amount of capital in order to reduce the policyholders' exposure to the company's liquidity risk. The Financial Services Board regularly reviews compliance with these minimum capital requirements as the regulatory authority. PSGL must maintain shareholders' funds that will be sufficient to meet obligations in the event of substantial deviations from the main assumptions affecting the company s business. Capital adequacy requirements were covered 1.6 times at 28 February This ratio is determined in accordance with regulations and the guidelines issued by the Actuarial Society of South Africa. At 29 February 2016, with the settlement of the legacy tax matter which was treated as a liability at year-end, this resulted in negative capital implications which will be resolved with the regulators. Western Group Holdings Ltd ("Western") Western is required to hold a minimum amount of capital in order to meet the requirements set out by the various regulators of the jurisdictions, being South Africa and Namibia, in which they operate. At year-end, the South African and Namibian operations' capital adequacy requirements were covered 1.7 times (2015: 1.7 times) and 20.9 times (2015: 17.6 times), respectively. Furthermore, the South African and Namibian operations' solvency ratios were 46.3% (2015: 48.5%) and 314.0% (2015: 263.4%), respectively. 48. EVENTS SUBSEQUENT TO THE REPORTING DATE Events subsequent to the reporting date included the following: Capitec Bank Holdings Ltd ("Capitec") On 10 August 2014, African Bank Ltd ("African Bank") was placed into curatorship. Capitec is a participant in a consortium that has underwritten the recapitalisation of African Bank. The other members of the consortium comprise the Public Investment Corporation and five other South African retail banks. The banks have a maximum exposure of R2.5 billion of the recapitalisation. The participation level of each of the banks is based on a formula agreed on between the banks. The recapitalisation occurred during March Curro Holdings Ltd ("Curro") Effective March 2016, Curro acquired the business operations and properties of Windhoek Gymnasium for a cash consideration of R185 million. Curro plans to raise a further R1 billion through a rights offer to fund future growth. The rights offer has been fully underwritten by PSG Financial Services Ltd. PSG Konsult Ltd ("PSG Konsult") Effective March 2016, PSG Konsult concluded asset-for-share transactions whereby 14.3 million shares were issued to advisers to further standardise the revenue-sharing model. As a result, the group's interest in PSG Konsult diluted to 61.3%. 80

182 PSG GROUP LIMITED ANNEXURE A - MATERIAL SUBSIDIARIES Set out below is an analysis of the group's subsidiaries and to what extent they contribute to the non-controlling interests' carrying value reported in the statement of financial position. In the opinion of the directors, only PSG Financial Services Ltd, Curro Holdings Ltd, PSG Konsult Ltd, PSG Private Equity (Pty) Ltd and Zeder Investments Ltd are considered material to the group. Carrying value of Interest held 2) non-controlling interests Country of Subsidiary 9) incorporation 1) Nature of business % % R'000 R'000 PSG Financial Services Ltd 3) South Africa Investment holding Curro Holdings Ltd South Africa Private education Ou Kollege Beleggings Ltd South Africa Investment holding PSG Africa Holdings (Pty) Ltd South Africa Investment holding CA Sales Holdings (Pty) Ltd South Africa 4) FMCG distributor PSG Corporate Services (Pty) Ltd South Africa Financial services PSG Konsult Ltd South Africa Financial services PSG Private Equity (Pty) Ltd South Africa Private equity Impak Onderwysdiens (Pty) Ltd South Africa Correspondence learning Precrete Holdings (Pty) Ltd South Africa Mine safety and support services NRGP Holdings (Pty) Ltd (t/a Energy Partners) South Africa Energy saving solutions Dipeo Capital (RF) (Pty) Ltd (previously Ryla 21 (Pty) Ltd) South Africa BEE investment holding company Zeder Investments Ltd 5) South Africa Investment holding Agrivision Africa Mauritius 6) Agricultural Zaad Holdings Ltd South Africa 7) Agricultural Capespan Group Ltd South Africa 8) Fruit and logistics Other (16 880) (9 746) Total ) 2) 3) 4) 5) 6) 7) 8) 9) Principle place of business is the country of incorporation, unless otherwise stated. Represents economic interest held, being equal to voting interest, apart from the voting interest in NRGP Holdings (Pty) Ltd (t/a Energy Partners) amounting to 57%. Non-controlling interest relates to PSG Financial Services Ltd's JSE-listed cumulative, non-redeemable, non-participating preference shares (refer note 20). Operating through associates and subsidiaries in Southern Africa. The group exercises control over Zeder Investments Ltd through its shareholding, board representation and a management agreement in terms of which PSG Corporate Services (Pty) Ltd provides management and administration services to the Zeder Investments Ltd group. Operating through subsidiaries in Zambia. Operating through subsidiaries in Southern Africa, Europe and the Middle East. Operating through associates in the People's Republic of China and Germany, and various subsidiaries throughout the rest of the world. Curro Holdings Ltd, PSG Konsult Ltd, PSG Private Equity (Pty) Ltd (including PSG Africa Holdings (Pty) Ltd), Dipeo Capital (RF) (Pty) Ltd and Zeder Investments Ltd represent five of the seven operating segments (refer Annexure C). PSG Financial Services Ltd, Ou Kollege Beleggings Ltd and PSG Corporate Services (Pty) Ltd all form part of the PSG Corporate operating segment, while the remaining segment is Capitec Bank Holdings Ltd (an associate) Dividends paid Profit/(loss) Dividends paid Profit attributable attributable To noncontrollincontrollincontrolling to non- To non- to non- controlling interests To the parent Total interests interests To the parent Total interests Subsidiary R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000 PSG Financial Services Ltd Curro Holdings Ltd PSG Konsult Ltd PSG Private Equity (Pty) Ltd Zeder Investments Ltd Other ( ) Assets Non-current Current Total Non-current Current Total Subsidiary R'000 R'000 R'000 R'000 R'000 R'000 Curro Holdings Ltd PSG Konsult Ltd PSG Private Equity (Pty) Ltd Zeder Investments Ltd Liabilities Non-current Current Total Non-current Current Total Subsidiary R'000 R'000 R'000 R'000 R'000 R'000 Curro Holdings Ltd PSG Konsult Ltd PSG Private Equity (Pty) Ltd Zeder Investments Ltd

183 PSG GROUP LIMITED ANNEXURE A - MATERIAL SUBSIDIARIES operations income/(loss) year Revenue operations (loss)/income year Revenue Subsidiary R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000 Curro Holdings Ltd (2 751) PSG Konsult Ltd PSG Private Equity (Pty) Ltd (23) Zeder Investments Ltd ( ) (30 963) The amounts set out in the tables above include the subsidiaries' underlying subsidiaries. xxx Consequences of changes in a parent's ownership interest in a subsidiary that do not result in a loss of control The impact on equity attributable to owners of the parent resulting from transactions with non-controlling interests, as disclosed in the statement of changes in equity, relates mainly to subsidiaries' share options being exercised during the past year. The prior year's impact on equity attributable to owners of the parent resulting from transactions with non-controlling interests, as disclosed in the statement of changes in equity, relates mainly to the group's schemes of arrangements with Agri Voedsel Ltd and Thembeka Capital (RF) Ltd as more fully set out in note 4. Restrictions Profit from continuing Other comprehensive Total comprehensive income for the Profitability (100%) Profit from continuing Other comprehensive Total comprehensive income for the There are no significant statutory, contractual or regulatory restrictions on PSG Group's ability to access or use the assets and settle the liabilities of the group, nor are there significant protective rights relating to non-controlling interests that can significantly restrict its ability to access or use the assets and settle the liabilities of the group. 82

184 PSG GROUP LIMITED ANNEXURE B - MATERIAL ASSOCIATES AND JOINT VENTURES Set out below is an analysis of the group's associates and to what extent they contribute to the investment in associates carrying value reported in the statement of financial position. In the opinion of the directors, following the aforementioned unwinding of Thembeka Capital (RF) Ltd, only Capitec Bank Holdings Ltd and Pioneer Food Group Ltd are considered material to the group for purposes of IFRS 12 Disclosure of Interests in Other Entities. None of the group's joint ventures are considered to be material to an understanding of the group's operations. Voting rights Carrying value Country of Associate incorporation 1) Nature of business % % R'000 R'000 Listed Alaris Holdings Ltd South Africa Antenna related products Capitec Bank Holdings Ltd South Africa Retail banking CSG Holdings Ltd South Africa Personnel support services Pioneer Food Group Ltd South Africa Food and beverage producer Quantum Foods Holdings Ltd South Africa Animal feed and poultry Unlisted Kaap Agri Ltd South Africa Agriculture and retail Golden Wing Mau China Fruit procurement/distribution Friedshelf 903 (Pty) Ltd t/a Protea Foundry South Africa Non-ferrous casting Fruchtimport van Wylick GmbH Germany Fruit procurement/distribution Entrepo Holdings (Pty) Ltd Namibia Unsecured lending African Unity Group (Pty) Ltd South Africa Insurance Spirit Capital (Pty) Ltd South Africa Private Equity Stellenbosch Nanofiber Company (Pty) Ltd South Africa Nanofiber technology IT School Innovation (Pty) Ltd South Africa Educational IT solutions Other (including eliminations) Total ) Principle place of business is the country of incorporation. Dividends received Associate R'000 R'000 Listed Capitec Bank Holdings Ltd Pioneer Food Group Ltd (2015: incl Agri Voedsel Ltd) Unlisted Other Total Assets Non-current Current Total Non-current Current Total Associate R'000 R'000 R'000 R'000 R'000 R'000 Listed Capitec Bank Holdings Ltd Pioneer Food Group Ltd

185 PSG GROUP LIMITED ANNEXURE B - MATERIAL ASSOCIATES AND JOINT VENTURES Liabilities Non-current Current Total Non-current Current Total Associate R'000 R'000 R'000 R'000 R'000 R'000 Listed Capitec Bank Holdings Ltd Pioneer Food Group Ltd for the year income the year Revenue year (loss)/income the year Revenue Associate R'000 R'000 R'000 R'000 R'000 R'000 R'000 R'000 Listed Capitec Bank Holdings Ltd (73 830) Pioneer Food Group Ltd for the year for the year the year for the year for the year the year Associate R'000 R'000 R'000 R'000 R'000 R'000 Listed Capitec Bank Holdings Ltd (46 493) Pioneer Food Group Ltd ( ) Unlisted Other (19 782) (59 241) Reconciliation of assets and liabilities reported above to group's carrying values of associates Capitec Bank Pioneer Food Holdings Ltd Group Ltd 1) R'000 R'000 R'000 R'000 Total assets reported above Total liabilities reported above ( ) ( ) ( ) ( ) Net assets reported above Non-controlling interests ( ) ( ) (12 417) (10 524) Equity attributable to owners of the parent Non-current assets and liabilities held for sale 2) ( ) Group's economic interest in the associate (%) Group's interest in equity attributable to owners of the parent Deemed goodwill and fair value adjustments included in associates' carrying value 3) Associates' carrying value ) 2) 3) Profit Other comprehensive Total comprehensive income for Profit Profitability (100%) Other comprehensive income/(loss) Profit for the Other comprehensive Profitability (group's interest) Total comprehensive income for Profit Total comprehensive income for Other comprehensive (loss)/income Total comprehensive income for Amounts are most recently reported publicly available results as at end September of the prior year. Pioneer Food Group Ltd unbundled its shareholding in Quantum FoodsHoldings Ltd subsequent to 30 September 2014 (being classified as a disposal group held for sale at such reporting date). Also include timing differences emanating from lag period accounting adjustments. 84

186 PSG GROUP LIMITED ANNEXURE C - SEGMENT REPORT The group continues to be organised into seven reportable segments, namely: Capitec, Curro, PSG Konsult, Zeder, PSG Private Equity, Dipeo (previously Thembeka) and PSG Corporate. These segments represent the major investments of the group and their respective businesses entail: Capitec Capitec is a JSE-listed South African retail bank focused on providing easy and affordable banking services to its clients via the use of innovative technology. Curro Curro is a JSE-listed provider of private school education. PSG Konsult PSG Konsult is a JSE-listed financial services company, delivering a broad range of financial services and products. It focuses on providing wealth management, asset management and insurance solutions to clients. Zeder Zeder is a JSE-listed investment holding company focused on food and related business. Details of businesses forming part of this segment are, inter alia, disclosed in Annexures A and B. PSG Private Equity PSG Private Equity predominantly conducts early-stage investing in high growth sectors. Details of businesses forming part of this segment are, inter alia, disclosed in Annexures A and B. Dipeo (previously Thembeka) Dipeo is a black-owned and controlled investment company in which the group holds a 49% interest. PSG Corporate (including PSG Capital) PSG Corporate (including PSG Capital) offers management, administrative, advisory, treasury and corporate services. The segments operate mainly in the Republic of South Africa, while PSG Private Equity and Zeder operate to a lesser extent elsewhere (refer Annexures A and B for further details). Additional geographical information has not been presented since same is not reviewed by the chief operating decision-maker (being the PSG Group Exco), nor is the information available and the cost to develop it would be unjustifiable. Intersegment income represents income derived from other segments within the group which is recorded at the fair value of the consideration received or receivable for services rendered in the ordinary course of the group's activities. The majority of the segmental income comprises intergroup management fees charged in terms of the respective management agreement. Headline earnings comprise recurring and non-recurring headline earnings. Recurring headline earnings (being a measure of segment profit) are calculated on a proportional basis, and include the proportional headline earnings of underlying investments, excluding marked-to-market adjustments and once-off items. The result is that investments in which the group holds less than 20% and which are generally not equity accountable in terms of accounting standards, are equity accounted for the purpose of calculating the consolidated recurring headline earnings. Non-recurring headline earnings include once-off gains and losses and marked-to-market fluctuations as well as the resulting taxation charge on these items. Sum-of-the-parts ("SOTP") is a key valuation tool used to measure the group's performance. In determining SOTP, listed assets and liabilities are valued using quoted market prices, whereas unlisted assets and liabilities are valued using appropriate valuation methods. SOTP values will not necessarily correspond with the values per the statement of financial position since the latter are measured using the relevant accounting standards which include historical cost and equity accounting methods. 85

187 PSG GROUP LIMITED ANNEXURE C - SEGMENT REPORT Recurring Intersegment headline Non-recurring Income income earnings headline Headline SOTP value ** ** (segment profit) earnings earnings *** Year ended 29 February 2016 R'000 R'000 R'000 R'000 R'000 R'000 Capitec * Curro PSG Konsult (72 124) Zeder (26 979) PSG Private Equity (2 264) Dipeo ( ) (27 620) ( ) ( ) PSG Corporate (including PSG Capital) ( ) Funding (12 237) ( ) ( ) ( ) Other Total ( ) ( ) Non-headline earnings Earnings attributable to non-controlling interests Taxation Profit before taxation Recurring headline earnings per share (cents) Recurring Intersegment headline Non-recurring Income income earnings headline Headline SOTP value ** ^^ ** (segment profit) earnings earnings *** Year ended 28 February 2015 R'000 R'000 R'000 R'000 R'000 R'000 Capitec * Curro PSG Konsult (551) Zeder (52 240) PSG Private Equity (9 361) Dipeo and Thembeka PSG Corporate (including PSG Capital) ^ ( ) Funding ^ (32 042) ( ) (23 614) ( ) ( ) Other ^ Total ( ) Non-headline earnings (14 074) Earnings attributable to non-controlling interests Taxation Profit before taxation Recurring headline earnings per share (cents) * Equity method of accounting applied. ** The total of "income" and "intersegment income" comprises the total of "revenue from sale of goods" and "total income" per the income statement. *** SOTP value is a key valuation tool used to measure the group's performance, but does not necessarily correspond to net asset value. ^ Reallocations in respect of recurring headline earnings and SOTP value have been made between "PSG Corporate", "Funding" and "Other" in order to ensure consistent presentation between the years presented. ^^ "Income" has been restated to reflect the reclassification from "other operating income" to "net profit on sale/dilution of interest in associates", as set as set out in note

188 PSG GROUP LIMITED ANNEXURE C - SEGMENT REPORT Reconciliation of segment revenue to IFRS revenue: GROUP R'000 R'000 Segment revenue as stated above: Income Intersegment income ( ) ( ) Less : Changes in fair value of biological assets ( ) ( ) Fair value gains and losses ( ) ( ) Fair value adjustment to investment contract liabilities Other operating income * (98 598) (81 955) IFRS revenue ** * Reclassified as set out in note 44. ** IFRS revenue comprises "revenue from sale of goods", "investment income" and "commission, net insurance premiums and other fee income" as per the income statement. Non-recurring headline earnings comprised the following: Non-recurring items from investments ( ) Net fair value gains on liquid investment portfolio Other gains ( )

189 PSG FINANCIAL SERVICES LIMITED ANNUAL FINANCIAL STATEMENTS APPROVAL OF ANNUAL FINANCIAL STATEMENTS The directors are responsible for the maintenance of adequate accounting records and to prepare annual financial statements that fairly represent the state of affairs and the results of the company, while the external auditor is responsible for independently auditing and reporting on the fair presentation of these annual financial statements. The directors fulfil their responsibility primarily by establishing and maintaining accounting systems and practices adequately supported by internal accounting controls. Such controls provide assurance that the company's assets are safeguarded, that transactions are executed in accordance with management's authorisations and that the financial records are reliable. The annual financial statements are prepared in accordance with International Financial Reporting Standards and the manner required by the Companies Act of South Africa, and incorporate full and reasonable disclosure. Appropriate and recognised accounting policies are consistently applied. The company has not appointed an audit committee since the functions in terms of section 94 of the Companies Act are performed on its behalf by the audit committee of its holding company, PSG Group Ltd. The audit committee of PSG Group Ltd has confirmed to the directors of the company that these functions have been performed without any exceptions noted in relation to the annual financial statements and that they are satisfied that the auditor was independent of the company. The audit committee of PSG Group Ltd, the company's holding company, meets regularly with the external auditor, as well as senior management, to evaluate matters concerning accounting policies, internal control, auditing and financial reporting. The external auditor has unrestricted access to all records, assets and personnel as well as to the PSG Group Ltd audit committee. The annual financial statements are prepared on the going concern basis, since the directors have every reason to believe that the company has adequate resources to continue for the foreseeable future. The annual financial statements set out on pages 89 to 105 were approved by the board of directors and are signed on its behalf by: JF Mouton PJ Mouton WL Greeff Chairman Chief executive officer Financial director 13 May 2016 Stellenbosch DECLARATION BY THE COMPANY SECRETARY We declare that, to the best of our knowledge, the company has lodged with the Registrar all such returns and notices as are required of a public company in terms of the Companies Act of South Africa and that all such returns and notices are true, correct and up to date. PSG Corporate Services (Pty) Ltd Per A Rossouw Company secretary 13 May 2016 Stellenbosch 88

190 PSG FINANCIAL SERVICES LIMITED DIRECTORS' REPORT NATURE OF BUSINESS The company, through its various subsidiaries, associates and joint ventures, offers diversified financial and other services. These services include financial advice, stockbroking, asset management, insurance, financing, banking, investing, corporate finance and education services. Seeing that all of PSG Group Ltd's operations are conducted through PSG Financial Services Ltd (its sole asset), refer to Annexures A and B of PSG Group Ltd's annual financial statements for details regarding subsidiaries, associates and joint ventures. OPERATING RESULTS The operating results and state of affairs of the company are fully set out in the attached statements of financial position, comprehensive income, changes in equity and notes thereto. The company's profit for the year amounted to R598,621,000 (2015: R422,400,000). SHARE CAPITAL Details of the authorised and issued share capital appear in note 8 to these annual financial statements. DIVIDENDS Ordinary Dividends declared and paid during the current and prior year are set out in the statement of changes in equity. Preference The directors have declared the following dividends in respect of the cumulative, non-redeemable, non-participating preference shares: Cents per share Interim Final Total DIRECTORS The directors of the company are exactly the same as PSG Group Ltd's (which appear on page 3). There weren't any changes to the composition of the board since the date of the previous report. HOLDING COMPANY The company is a wholly-owned subsidiary of PSG Group Ltd, except for the 17,415,770 (2015: 17,415,770) preference shares which are listed on the JSE Ltd. SHAREHOLDING OF DIRECTORS The directors held no interest in the preference share capital of the company during the year under review, nor at any time up to the date of this report. SECRETARY The secretary of the company is PSG Corporate Services (Pty) Ltd, with the following business and postal addresses are set out below: 1 st Floor, Ou Kollege building PO Box Kerk Street Stellenbosch Stellenbosch

191 90

192 91