THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 3 of this Circular apply mutatis mutandis throughout this Circular.

If you are in any doubt as to the action you should take, please consult your broker, CSDP, attorney, accountant, banker or other professional adviser immediately.

1. If you have disposed of all of your Shares in PSV, then this Circular, together with the attached Notice of General Meeting and form of proxy should be forwarded to the purchaser to whom, or the broker, agent, CSDP or banker through whom you disposed of your Shares.

2. The General Meeting convened in terms of this Circular will be held at 10:00 on Friday, 25 October 2019 at the registered office of PSV, corner Serenade Road and North Reef Road, Elandsfontein Rail, Germiston, 1429.

3. Certificated Shareholders and Dematerialised Shareholders with “own name” registration, who are unable to attend the General Meeting and wish to be represented thereat, must complete and return the attached form of proxy in accordance with the instructions contained therein.

Dematerialised Shareholders, other than Dematerialised Shareholders with “own name” registration, who: – are unable to attend the General Meeting and 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 concerned, in the manner and within the time stipulated therein;

– wish to attend the General Meeting, must instruct their CSDP or broker to issue them with the necessary letter of representation to attend, in the form of a letter of representation.

4. PSV does not accept any responsibility and will not be held liable for any failure on the part of any CSDP or broker of a Dematerialised Shareholder to notify such Shareholder of the General Meeting or any business to be concluded thereat.

PSV HOLDINGS LIMITED Incorporated in the Republic of South Africa

(Registration number 1998/004365/06)Share code: PSV ISIN: ZAE000078705

(“PSV” or “the Company”)

CIRCULAR TO SHAREHOLDERS OF PSV

regarding

• the issue of the Claw-back Offer Shares in terms of section 41(3) of the Companies Act;• the approval of the Waiver of the Mandatory Offer;and enclosing

• the Independent Expert Report;• a notice convening the general meeting; and• a form of proxy for use by certificated PSV shareholders and “own name” registered dematerialised

shareholders only.Corporate and Designated Adviser Independent Expert

Date of issue: 25 September 2019

Copies of this circular, in its printed format, may be obtained from the registered office of the Company and the Sponsor at the addresses set out in the “Corporate information” section of this Circular during normal business hours from Wednesday, 25 September 2019 up to and including Friday, 25 October 2019 or on the Company’s website at www.psvholdings.com. A copy of this Circular was filed and approved by the JSE. This Circular, which is not an invitation to the public to subscribe for Shares, but is issued in compliance with the Listings Requirements for the purpose of providing information to the public with regard to the Company, is available in the English language only.

CORPORATE INFORMATION

PSV Holdings Limited

Date of incorporation: 24 March 2005

Place of incorporation: South Africa

Company Secretary and registered address of PSV

Merchantec Proprietary Limited(Registration number 2008/027362/07)Cnr Serenade Road and North Reef Road Elandsfontein RailGermiston, 1429(Postnet Suite 229, Private Bag X19, Gardenview 2047)

Corporate and Designated Adviser

Merchantec Capital(Registration number 2008/027362/07)13th Floor, Illovo Point 68 Melville Road Illovo Sandton, 2196 (PO Box 41480, Craighall, 2024)

Transfer Secretaries

Link Market Services South Africa Proprietary Limited(Registration number 2000/007239/07)13th Floor, 19 Ameshoff StreetBraamfonteinJohannesburg, 2001(PO Box 4844, Johannesburg, 2000)

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TABLE OF CONTENTS

Page

Corporate information Inside front coverImportant dates and times 2Definitions and interpretations 3Circular to PSV Shareholders 6

1. Introduction 62. Rationale for the Claw-back Offer 63. The Claw-back Offer 74. Authority to issue shares 75. Mandatory Offer and Waiver 76. Information required in terms of the Companies Regulations 87. Historical financial information 98. Independent Board opinion 99. Directors’ recommendation as to the Resolutions 9

10. The General Meeting 911. Directors’ and Independent Board responsibility statement 912. Consents 1013. Documents available for inspection 10

Annexure 1 Independent Expert Report 11Annexure 2 Historical financial information 18

Notice of General Meeting 22Form of Proxy Enclosed

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IMPORTANT DATES AND TIMES

The definitions and interpretations commencing on page 3 of this Circular apply mutatis mutandis to this “Important dates and times” section (unless the context requires a contrary intention):

2019

Record date to determine which Shareholders are entitled to receive the circular Friday, 13 SeptemberCircular posted to Shareholders and announced on SENS on Wednesday, 25 SeptemberLast day to lodge objections with the TRP Wednesday, 9 OctoberLast day to trade in order to be eligible to vote at the General Meeting Tuesday, 15 October General Meeting Record Date Friday, 18 OctoberLast day to lodge forms of proxy for the General Meeting by 10:00 on Wednesday, 23 OctoberGeneral meeting to be held at 10:00 on Friday, 25 OctoberResults of General Meeting released on SENS on Friday, 25 OctoberResults of General Meeting released in the press on Monday, 28 OctoberProposed date for receipt of the TRP’s ruling on the Waiver Monday, 28 OctoberProposed date of release on SENS of the TRP’s ruling on the Waiver Monday, 28 OctoberLast day for Shareholders to request a review of the ruling on the Waiver Monday, 4 November

Notes:

1. The above dates and times are subject to amendment. Any such amendment will be released on SENS.

2. Additional copies of this Circular in its printed format, may be obtained from the registered office of the Company and the Designated Adviser at the addresses set out in the “Corporate information” section of this Circular during normal business hours from Wednesday, 25 September 2019 up to and including, Friday, 25 October 2019, or on the Company’s website at www.psvholdings.com.

3. Forms of proxy may be handed to the Chairperson of the General Meeting immediately before the appointed proxy exercises any of the Shareholder’s votes at the General Meeting.

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DEFINITIONS AND INTERPRETATIONS

In this circular and the annexures hereto, the notice of general meeting and form of proxy, unless the context otherwise indicates, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column hereunder have the meaning stated opposite them in the second column, as follows:

“Board” or “Directors” the board of directors of PSV at the Last Practicable Date whose details are set out on page 8 of this Circular;

“Business Day” any day other than a Saturday, Sunday or a public holiday in South Africa;

“Certificated Share” a PSV Share that has not been Dematerialised, title to which is evidenced by a Document of Title;

“Certificated Shareholder”

a PSV Shareholder who holds Certificated Shares;

“Circular” this bound document, dated Wednesday, 25 September 2019, including the annexures hereto and incorporating a notice of general meeting and a form of proxy;

“Claw-back Offer” the proposed claw-back offer by PSV to PSV Shareholders to “claw back” their pro rata portion of the Claw-back Shares (based on their holdings of PSV Shares on the Claw-back Offer Record Date), and which “claw back” will enable them to maintain, should they elect to fully take up the Claw-back Offer, their current percentage shareholding in PSV;

“Claw-back Offer Circular”

the circular to Shareholders containing details of the Claw-back Offer and including the renounceable (nil paid) letters of allocation which will be issued by PSV, conferring the right on Shareholders to follow their rights in terms of the Claw-back Offer and subscribe for the Claw-back Shares pursuant to the Claw-back Offer, which circular is to be distributed to Shareholders in due course following the General Meeting;

“Claw-back Offer Price” the price at which the Claw-back Offer Record Date Shareholders can “claw back” and subscribe for Claw-back Shares in terms of the Claw-back Offer, being 6c (six cents) per Claw-back Share;

“Claw-back Offer Record Date”

the record date for Shareholders to participate in the Claw-back Offer on the terms and conditions detailed in the Claw-back Offer Circular, which date is still to be determined;

“Claw-back Shares” 591 014 000 PSV Shares which can be subscribed for by the Claw-back Offer Record Date Shareholders in terms of the Claw-back Offer;

“Claw-back Subscription Agreement”

the agreement entered into between PSV and the Subscriber in terms of which the Subscriber has agreed, subject to certain conditions, to subscribe for 591 014 000 Claw-back Shares in the event that such number of shares are not taken up by PSV Shareholders and/or their renouncees in terms of the Claw-back Offer; and

“Companies Act” the Companies Act, 2008 (Act 71 of 2008), as amended;

“Companies Regulations”

the Companies Regulations, 2011, published in terms of the Companies Act;

“CSDP” a Central Securities Depository Participant, accepted as a participant in terms of the Financial Markets Act, 2012 (Act 19 of 2012), as amended, appointed by an individual shareholder for the purposes of, and in regard to dematerialisation of documents of title for purposes of incorporation into Strate;

“Custody Agreement” the agreement which regulates the relationship between the CSDP or broker and each beneficial holder of dematerialised shares;

“Dematerialisation” the process by which Certificated Shares are converted into electronic format as Dematerialised Shares and recorded in PSV’s Uncertificated Securities Register;

“Dematerialised Share” a PSV Share that has been Dematerialised or has been issued in Dematerialised form, and recorded in PSV’s Uncertificated Securities Register;

“Dematerialised Shareholder”

a PSV Shareholder who holds Dematerialised Shares;

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“DNG” or “Subscriber” DNG Energy Proprietary Limited (Registration number 2015/099726/07), a private company duly registered and incorporated under the laws of South Africa, which currently holds 25.6% of the Shares in PSV and the ultimate controlling shareholder of which is DA Mbalati;

“Documents of Title” share certificates, certified transfer deeds, balance receipts and/or any other form of acceptable document of title acceptable to PSV in respect of PSV Shares;

“Financial Markets Act” the Financial Markets Act, No 19 of 2012;

“General Meeting” the general meeting of Shareholders to be held at 10:00 on Friday, 25 October 2019, at the registered office of PSV, corner Serenade Road and North Reef Road, Elandsfontein Rail, Germiston, 1429, to consider, and if deemed fit, approve, with or without modification, the Resolutions;

“General Meeting Record Date”

Friday, 18 October 2019, being the date on which PSV Shareholders must be recorded in the Register so as to be able to attend and vote at the General Meeting;

“Group” or “PSV Group” PSV and its Subsidiaries;

“IFRS” International Financial Reporting Standards;

“Independent Board” the Independent Board Members, acting as the “independent board” for purposes of the Companies Act and the Takeover Regulations;

“Independent Board Members”

being the independent Directors, in terms of Takeover Regulations 81 and 108(9), which members are P Pettersen, E Ratshikhopha and BK Mashabane;

“Independent Expert” or “Nodus Capital”

Nodus Capital TS Proprietary Limited (Registration number 2014/226782/07), a private company duly incorporated in accordance with the laws of South Africa and appointed to provide the Independent Expert Report;

“Independent Expert Report”

the report prepared by the Independent Expert providing PSV Shareholders with the opinion of the Independent Expert on the Waiver of Mandatory Offer in accordance with regulation 86(7) of the Companies Regulations;

“Independent Shareholders”

PSV Shareholders who are independent of DNG or any related or inter-related person, or person acting in concert with any of them;

“JSE” JSE Limited (Registration number 2005/022939/06), a public company duly incorporated in accordance with the laws of South Africa and licensed as an exchange under the Financial Markets Act;

“Last Practicable Date” Friday, 13 September 2019, being the last practicable date prior to the finalisation of this Circular;

“Link Market Services” Link Market Services South Africa Proprietary Limited (registration number 2000/007239/07), a private company duly incorporated in accordance with the laws of South Africa;

“Listings Requirements” the Listings Requirements of the JSE, as amended from time to time by the JSE;

“Mandatory Offer” the potential mandatory offer at 20c (twenty cents) per Share that would be required to be made by DNG to the Remaining Shareholders, in terms of section 123 of the Companies Act, to acquire all of the PSV Shares in issue held by the Remaining Shareholders in the event that, pursuant to the Claw-back Offer, DNG acquires a beneficial interest in voting rights in PSV equal to or more than the Prescribed Percentage;

“Merchantec Capital” or “Designated Adviser”

Merchantec Proprietary Limited (Registration number 2008/027362/07), a private company duly registered and incorporated under the laws of South Africa;

“Notice of General Meeting” or“Notice”

the notice convening the Shareholders’ meeting which is attached to and forms part of this Circular;

“Prescribed Percentage” the percentage prescribed in terms of section 123(5) of the Companies Act, which percentage is 35% of the voting securities of a company;

“PSV” or “the Company” PSV Holdings Limited (Registration number 1998/004365/06), a public company duly registered and incorporated in accordance with the laws of South Africa and listed on the JSE;

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“PSV Shares” or “Shares”

ordinary shares of no par value in the authorised and issued share capital of PSV;

“PSV Shareholders” or “Shareholders”

holders of PSV Shares;

“Rand” or “R” or “ZAR” South African Rand;

“Register” PSV’s securities register, including the Uncertificated Securities Register;

“Remaining Shareholders”

PSV Shareholders, other than DNG, those persons related or inter-related to them and those persons acting in concert with any of them;

“Resolutions” the resolutions set out in the Notice of the General Meeting, which are to be considered and voted on at the General Meeting;

“SENS” the Stock Exchange News Service of the JSE;

“South Africa” the Republic of South Africa;

“Strate” the settlement and clearing system used by the JSE, managed by Strate Proprietary Limited (Registration number 1998/022242/07), a private company duly incorporated in accordance with the laws of South Africa and which company is a registered Central Securities Depository in terms of the Financial Markets Act;

“Subsidiary” a subsidiary as defined in the Companies Act;

“Takeover Regulations” the regulations published in terms of section 120 of the Companies Act which form part of the Companies Regulations;

“TRP” the Takeover Regulation Panel established in terms of section 196 of the Companies Act;

“Uncertificated Securities Register”

the record of Dematerialised Shares administered and maintained by a CSDP and which forms part of the Register; and

“Waiver” or “Waiver of Mandatory Offer”

the proposed waiver by the Independent Shareholders of the right to receive the Mandatory Offer, in terms of Takeover Regulation 86(4), by way of a Resolution adopted at the General Meeting.

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PSV HOLDINGS LIMITED Incorporated in the Republic of South Africa

(Registration number 1998/004365/06)Share code: PSV ISIN: ZAE000078705

(“PSV” or “the Company”)

Directors

Executive

DA Mbalati (Chairperson)AJD da Silva

Non-executive

JCP Fernandes (Acting Chief Executive Officer)P Pettersen*E Ratshikhopha*BK Mashabane*B Olivier

*Independent

CIRCULAR TO PSV SHAREHOLDERS

1. INTRODUCTION

On 11 September 2019, it was announced on SENS that PSV had concluded negotiations for a capital injection into the Company, in terms of which PSV intends to, inter alia, raise R35 460 840 by way of a Claw-back Offer, subject to approval of Shareholders of the issue of the Claw-back Offer Shares and the Waiver of Mandatory Offer at the General Meeting.

The purpose of this Circular is to obtain Shareholder approval to fulfil the conditions of the capital injection and therefore to provide PSV Shareholders with relevant information relating to the Claw-back Offer, the Mandatory Offer that may result therefrom, the request for the Waiver of Mandatory Offer and Resolutions to be proposed at the General Meeting and the implications thereof, in accordance with the provisions of the Companies Act, the Company Regulations and the Listings Requirements, where applicable. A notice convening such meeting is attached to, and forms part of, this Circular. Once Shareholder approval is obtained, the declaration data of the Claw-back Offer will be announced to Shareholders and the Claw-back Offer Circular distributed to Shareholders in due course thereafter.

2. RATIONALE FOR THE CLAW BACK OFFER

As noted in the CEO’s Report of the Company’s Integrated Annual Report 2019, the Group has endured an extremely challenging 12 months with substantial financial losses against a background of difficult trading conditions. This has resulted in increased debt and negatively impacted the financial position of the Group.

The board has given due consideration to the financial position of the Group, the capital structure and strategy and has resolved to raise capital by way of the Claw-back Offer. The net proceeds of the Claw-back Offer will be used to reduce the Group’s net debt position to a level that the Board considers appropriate while allowing sufficient flexibility to pursue the strategic objectives of the Group. The capital injection will also allow working capital into the Group to facilitate organic growth.

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3. THE CLAW-BACK OFFER

All Shareholders and/or their renouncees will be offered the right to claw-back (i.e. subscribe for) their pro rata portion (based on their holdings of PSV Shares on the Claw-back Offer Record Date), by way of a renounceable Claw-back Offer, of the Claw-back Shares. The Claw-back Shares will be offered to Shareholders subject to the terms and conditions set out in the Claw-back Offer Circular. A total of 591 014 000 (five hundred and ninety-one million fourteen thousand) PSV Shares will be offered in the Claw-back Offer at a Claw-back Offer Price of 6c (six cents) per Share in the ratio of 144.50821 (one hundred and forty four comma five zero eight two one) Claw-back Offer Shares for every 100 (one hundred) shares held. Shareholders will not be obliged to take up their full allocation of Claw-back Shares, and may take up part only. Shareholders (recorded in the Register at the close of trade on the Claw-back Offer Record Date) or their renouncees in terms of the Claw-back Offer will be entitled to participate in the Claw-back Offer.

The Claw-back Offer will be fully subscribed by DNG as the Subscriber in terms of the Claw-back Subscription Agreement. Qualifying shareholders will not have the right to apply for Claw-back Offer Shares in excess of their entitlements.

The Claw-back Subscription Agreement is subject to the conditions precedent that:

– PSV Shareholders vote in favour of the special resolution as per paragraph 4 below; and

– PSV Shareholders, apart from the Subscriber, vote in favour of the ordinary resolution as per paragraph 5 below.

Upon their issue, the Claw-back Offer Shares will rank pari passu (equally) in all respects with the existing PSV shares.

4. AUTHORITY TO ISSUE SHARES

In terms of the Claw-back Offer, the Company will raise equity in order to rectify the financial position of the Group as detailed in the rationale above. The issue of greater than 30% of the Shares in issue at the Claw-back Offer Record Date, is required in terms of the Claw-back Offer and requires approval from Shareholders by way of a special resolution in terms of section 41(3) of the Companies Act. The Claw-back Offer will increase PSV’s issued share capital to 999 996 990 Shares.

5. MANDATORY OFFER AND WAIVER

DNG currently holds 25.6% of the issued share capital of PSV.

The proposed Claw-back Offer may result in DNG acquiring more than 35% of the voting rights of PSV, being the Prescribed Percentage in terms of section 123(5) of the Companies Act. In such event, in terms of section 123 of the Companies Act, DNG would be obliged to make the Mandatory Offer to the Remaining Shareholders of PSV at 20c (twenty cents) per share, being the highest consideration at which PSV shares were acquired by DNG within the six month period preceding announcement of the Claw-back Offer. Shareholders may waive their right to the Mandatory Offer in accordance with Takeover Regulation 86(4).

The intention of DNG is not to obtain control of PSV. Accordingly, in order to achieve the desired capitalisation of the Company, in line with its focused strategic direction, Independent Shareholders will be requested to waive their right to receive the Mandatory Offer by way of an ordinary resolution to be proposed at the General Meeting. The resolution must be approved by the independent holders of more than 50% of the general voting rights of all the issued Shares, present and voting or represented by proxy.

DNG will not be able to vote on this resolution.

The TRP has advised that it is willing to consider the application to grant an exemption from the obligation to make the Mandatory Offer if the majority of Independent Shareholders waive their entitlement to receive the Mandatory Offer from DNG, in accordance with Takeover Regulation 86(4). The TRP did not consider the commercial advantages or disadvantages of the transaction when reviewing and/or approving the Circular.

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Any shareholder of PSV who wishes to make representations relating to the exemption shall have 10 business days from the date of the posting of this circular to make such representations to the TRP before the ruling is considered. Representations should be made in writing and delivered by hand, posted or faxed to:

If delivered by hand or courier: If posted: If faxed:The Executive Director The Executive Director The Executive DirectorTakeover Regulation Panel1st Floor, Block 2Freestone Park135 Patricia RoadAtholl, Johannesburg2196

Takeover Regulation Panel1st Floor, Block 2Freestone Park135 Patricia RoadAtholl, Johannesburg2196

Takeover Regulation Panel+27 86 274 9056

and should reach the TRP by no later than the close of business on Wednesday, 9 October 2019 in order to be considered.

If any representations are made to the TRP within the permitted timeframe, the TRP will consider the merits thereof before making a ruling.

Included in the circular is the Notice of General Meeting and the ordinary resolution for the Waiver of Mandatory Offer for Shareholders to consider, and if deemed fit, to approve at the general meeting.

6. INFORMATION REQUIRED IN TERMS OF THE COMPANIES REGULATIONS

There are no parties acting in concert with DNG. As at the Last Practicable Date, DNG has not received irrevocable commitments from any Shareholder to vote in favour of the Waiver, nor does it hold an option to purchase any beneficial interest in PSV Shares.

As at the Last Practicable Date, DNG holds 25.6% of the issued share capital of PSV.

At the Last Practicable Date, the directors of DNG held, directly or indirectly, beneficial interests in 104 619 605 Shares in PSV, representing 25.6% of the total issued share capital of PSV, as follows:

Beneficial Total TotalDirector Direct Indirect Shares %

DA Mbalati - 104 619 605 104 619 605 25.6

- 104 619 605 104 619 605 25.6

Aside from the acquisition of 104 619 605 Shares at 20c (twenty cents) per Share on 20 August 2019 by DNG, which is 100% indirectly owned by DA Mbalati, there were no dealings by DNG or its directors in PSV Shares during the six months immediately preceding the Last Practicable Date.

Aside from the acquisition of 104 619 605 Shares at 20c (twenty cents) per Share on 20 August 2019 by DNG, which is 100% indirectly owned by DA Mbalati, there were no dealings by the directors of PSV in PSV Shares during the six months immediately preceding the Last Practicable Date.

DA Mbalati is indirectly a 100% shareholder of DNG. Accordingly, at the Last Practicable Date, aside from DA Mbalati’s shareholding in PSV, neither PSV nor any other Directors, hold a direct or indirect beneficial interest in DNG.

As at the last Practicable Date, there are no service contracts in place between PSV and each of the executive Directors. There were no service contracts entered into or amended within the six months before the Last Practicable Date.

The remuneration of the Directors and their continuation in office will not be affected by the Waiver.

Other than the Claw-back Subscription Agreement, no other agreements that are considered to be material to a decision regarding the Waiver to be taken by Shareholders have been entered into between DNG and: PSV, any Directors of PSV (and persons who were Directors of PSV within the 12 months preceding the Last Practicable Date), shareholders of DNG (or persons who were shareholders of DNG within the 12 months preceding the Last Practicable Date) and any Shareholders (or persons who were Shareholders within the 12 months preceding the Last Practicable Date).

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7. HISTORICAL FINANCIAL INFORMATION

Extracts from the audited historical financial information of PSV for the financial years ended 28 February 2019, 28 February 2018 and 28 February 2017 are set out in Annexure 2 of this Circular.

8. INDEPENDENT BOARD OPINION

The Independent Board has considered the terms and conditions of the Waiver and the Independent Expert Report and is of the opinion that the terms and conditions of the Waiver are unfair but reasonable to PSV Shareholders.

As the capital injection is conditional on the resolutions being passed by shareholders, the Independent Board accordingly recommends that Shareholders vote in favour of the Resolutions as tabled in the notice of General Meeting.

9. DIRECTORS’ RECOMMENDATION AS TO THE RESOLUTIONS

Directors of PSV have applied their minds to the various options of recapitalising the Group. Based on this exercise, the fair value range of the Group by the Independent Expert and the fact that all Shareholders can participate in the recapitalisation, the Board recommends that Shareholders vote in favour of the Resolutions as set out in the Notice of General Meeting.

10. THE GENERAL MEETING

The General Meeting of the Shareholders of PSV will be held at the registered office of PSV, corner Serenade Road and North Reef Road, Elandsfontein Rail, Germiston, 1429 at 10:00 on Friday, 25 October 2019 to consider and approve, with or without modification, the Resolutions set out in the Notice of General Meeting included in this Circular.

A notice convening the general meeting and a form of proxy for use by certificated shareholders and dematerialised shareholders with “own name” registration who are unable to attend the general meeting, form part of this Circular.

Certificated shareholders and dematerialised shareholders with “own name” registration, who are unable to attend the general meeting and wish to be represented thereat, must complete and return the attached form of proxy in accordance with the instructions contained therein.

Dematerialised shareholders, other than dematerialised shareholders with “own name” registration, who:

– are unable to attend the General Meeting and 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 concerned, in the manner and within the time stipulated therein;

– wish to attend the General Meeting, must instruct their CSDP or broker to issue them with the necessary written letter of representation to attend.

11. DIRECTORS’ AND INDEPENDENT BOARD RESPONSIBILITY STATEMENT

The Directors and the Independent Board, whose names are given on page 7 of the Circular, collectively and individually, accept full responsibility for the accuracy of the information contained in the Circular and certify that, to the best of their knowledge and belief that there are no facts that have been omitted which would make any statement false or misleading or which are likely to affect the importance of the information contained in this Circular, and that all reasonable enquiries to ascertain such facts have been made and that the Circular contains all information required by law and the Listings Requirements.

12. CONSENTS

The Corporate and Designated Adviser, the Transfer Secretaries and Company Secretary have consented in writing to act in the capacities stated and to their names being stated in this Circular and have not withdrawn their consents prior to publication of this Circular.

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13. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents, or copies thereof, will be available for inspection at the registered office of PSV and the office of the Designated Adviser which addresses are set out in the “Corporate information” section of this Circular, during normal business hours from Wednesday, 25 September 2019 up to and including Friday, 25 October 2019:

– the Memorandum of Incorporation of PSV;

– copies of the written consent letters referred to in paragraph 11 above;

– copies of the PSV Annual Reports for the years ended 28 February 2019; 28 February 2018 and 28 February 2017;

– a signed copy of the Claw-back Subscription Agreement;

– the approval letter from the TRP relating to this Circular;

– the Independent Expert Report;

– a signed copy of this Circular; and

– powers of attorney signed by the Directors.

SIGNED BY AJD DA SILVA, ON HIS OWN BEHALF AS A DIRECTOR AND ON BEHALF OF ALL THE OTHER DIRECTORS OF PSV HOLDINGS LIMITED, HE BEING DULY AUTHORISED IN TERMS OF POWERS OF ATTORNEY GRANTED TO HIM BY SUCH DIRECTORS

AJD da SilvaExecutive Director

25 September 2019

Johannesburg

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ANNEXURE 1

INDEPENDENT EXPERT REPORT

“The DirectorsPSV Holdings LimitedCorner Main Reef and Serenade Road Elandsfontein Boksburg

17 September 2019

Dear Sirs

INDEPENDENT EXPERT OPINION TO PSV HOLDINGS LIMITED (“PSV” or the “COMPANY”) RELATING TO A WAIVER OF A MANDATORY OFFER (THE “TRANSACTION”)

The definitions and interpretations contained in the circular to PSV Shareholders (the “Circular”), dated on or about 25 September 2019, apply to this opinion, unless otherwise defined herein.

Introduction

PSV is in negotiations for a capital injection into the Company, in terms of which PSV intends to, inter alia, raise R35 460 840 by way of a Claw-back Offer. Details of the Claw-back Offer were released on SENS on 11 September 2019 (the “Announcement”). All Shareholders and/or their renouncees will be offered the right to claw-back (i.e. subscribe for) their pro rata portion (based on their holdings of PSV Shares), by way of a renounceable Claw-back Offer, of the Claw-back Shares. The Claw-back Shares will be offered to Shareholders subject to the terms and conditions set out in the Circular. A total of 591 014 000 (five hundred and ninety-one million fourteen thousand) PSV Shares will be offered in the Claw-back Offer at a Claw-back Offer Price of 6c (six cents) per Share, in the ratio of 144.50821 (one hundred and forty four comma five zero eight two one) Claw-back Offer Shares for every 100 (one hundred) shares held.

The Claw-back Offer will be fully subscribed by DNG as the Subscriber in terms of the Claw-back Subscription Agreement. DNG currently holds 25.6% of the issued share capital of PSV. The proposed Claw-back Offer may result in DNG acquiring more than 35% of the voting rights of PSV, being the Prescribed Percentage in terms of section 123(5) of the Companies Act. In such event, in terms of section 123 of the Companies Act, DNG would be obliged to make a Mandatory Offer to the Remaining Shareholders of PSV at 20c (twenty cents) per share, being the highest price paid by DNG during the preceding six months (the “Mandatory Offer Price”). Shareholders may waive their right to the Mandatory Offer in accordance with Takeover Regulation 86(4) (the “Regulations”).

The intention of DNG is not to obtain outright control of PSV and it is therefore not willing to make the Mandatory Offer and have consequently entered into the Claw-back Subscription Agreement on the basis that its subscription for the Claw-back Shares is dependent on the Independent Shareholders waiving the Mandatory Offer (the “Waiver”).

As at the date of this Opinion, the share capital of the Company comprises of the following:

• Authorised share capital of 1 000 000 000 no par value shares (“Ordinary Shares”); and

• Issued share capital of R297 743 640 comprising 408 982 990 Ordinary Shares.

The Company had no share options in issue and held 2 069 413 treasury shares.

Full details of the Transaction is contained in the Circular to PSV, which will include a copy of this Opinion of the Independent Expert.

Scope

The Mandatory Offer is an affected transaction as defined in section 117(1)(c)(vi) of the Companies Act, which is subject to the provisions of the Regulations. As DNG has applied for a Waiver in respect of the Mandatory Offer, in terms of Regulation 86(7) of the Regulations, the Board is required to obtain appropriate external advice, prepared in accordance with Regulation 90, on whether the terms of the Waiver are fair and reasonable to the PSV Shareholders.

Nodus Capital TS Proprietary Limited (“Nodus” or the “Independent Expert”) has been appointed by the Board to provide independent advice to the Board, as required in terms of the Companies Act and the Regulations.

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Responsibility

The compliance with the Companies Act and the Regulations is the responsibility of the Board. Our responsibility is to report on the terms and conditions of the Transaction in compliance with the related provisions of the Companies Act and the Regulations.

We confirm that our fair and reasonable opinion has been provided to the Board for the sole purpose of assisting them in forming and expressing an opinion for the benefit of PSV Shareholders in relation to the Transaction.

Definition of the terms “fair” and “reasonable”

The “fairness” of a transaction is based on quantitative issues. A transaction may be said to be fair if the benefits received by the shareholders, as a result of the transaction, are equal to or greater than the value ceded by the shareholders.

In terms of the Regulations, the Waiver may be said to be fair if the Mandatory Offer Price is less than or equal to the fair value of a PSV Share or unfair if the Mandatory Offer Price is greater than the fair value of a PSV Share.

The assessment of reasonableness of the Waiver is based on the potential Mandatory Offer Price in relation to the prevailing trading price of a PSV Share as at the time of the Transaction. In addition, other qualitative considerations may be taken into account when considering the reasonableness of the Waiver.

It is therefore conceivable that if the Mandatory Offer Price is less than either the estimated fair value per PSV Share or the current traded price per PSV Shares, but not both, the Waiver of the potential Mandatory Offer could be considered fair but not reasonable or reasonable but not fair.

Our approach in considering the Transaction

In considering the Waiver, we compared our calculated fair value of one PSV Share to the Mandatory Offer Price.

Sources of information

The principal sources of information used in performing our work include:

• The draft Announcement;

• The terms and conditions of the Transaction, as set out in the Circular;

• The draft Claw-back Subscription Agreement;

• The Rationale for the Transaction, as set out in the Circular;

• Representations and assumptions made available by, and discussions held with, the management of PSV;

• Discussions held with the PSV independent board;

• Selected macro-economic analysis and forecasts from various South African banks and research institutions;

• Selected publicly available information relating to the industries in which PSV operates, obtained from management and public sources;

• Share price information of PSV over the last 12 months to assess the relative liquidity and relative volatility of PSV Shares;

• Thomson Reuters for financial data on comparable companies;

• Closing the value gap - PricewaterhouseCoopers Valuation Methodology Survey 2016/2017, 8th edition;

• Published market data on PSV;

• Audited annual financial statements of PSV for the 3 years ended 28 February 2019;

• Management accounts for PSV as at 30 April 2019;

• Forecast information for PSV for the 5 years ending 28 February 2024; and

• The 30 day, 60 day and 90 day volume weighted average price (“VWAP”) as at 6 September 2019 for PSV.

We have relied upon and assumed the accuracy of the information provided to and obtained by us in deriving our Opinion. Where practical, we have corroborated the reasonableness of the information provided to us for the purpose of our Opinion, whether in writing or obtained in discussion with PSV management, by reference to publicly available or independently obtained information.

While our work has involved an analysis of, inter alia, the annual financial statements and other information provided to us, our engagement does not constitute an audit conducted in accordance with generally accepted auditing standards.

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Procedures performed

In arriving at our Opinion we have undertaken the following procedures in evaluating the fairness of the Transaction:

• Considered the rationale for the Transaction, as represented by PSV management and the independent board;

• Reviewed the terms and conditions of the Transaction;

• Reviewed the draft Claw-back and Subscription Agreement;

• Supplemented our knowledge and understanding of PSV as well as the industry in which it operates;

• Held discussions with PSV management on the prospects of the underlying businesses within PSV;

• Held discussions with the PSV independent board;

• Reviewed and analysed the historical financial information of PSV;

• Consideration around the value of PSV taking cognisance of the discounted cash flow valuation performed and market multiples of comparable companies;

• Assessed the forecast of PSV as prepared by management and challenged certain assumptions;

• Reviewed PSV’s historic traded share prices and trading volumes on the Alternative Exchange of the JSE Limited (the “AltX”) to ascertain the relative trading activities, liquidity and volatility of the PSV Shares;

• Reviewed certain publicly available information relating to PSV and the industry in which it operates that we deemed to be relevant, including company announcements and media articles; and

• Performed an analysis of other information considered pertinent to our valuation and Opinion.

We have not interviewed any of the PSV Shareholders to obtain their views on the Transaction.

Based on the results of the procedures mentioned above, we determined the fairness and reasonableness of the Transaction to PSV Shareholders. We believe that the above considerations justify the conclusion outlined below.

Valuation

Overview

Nodus performed an independent valuation of PSV to determine whether the Transaction represents fair value to the PSV Shareholders.

For the purposes of our valuation of PSV we used the income approach (discounted cash flow) valuation as our primary valuation methodology. In addition, we used the market approach (based on financial data for comparable publicly traded companies and comparable transactions, if applicable) as a corroborative valuation methodology to support the results of our income approach valuation.

The valuations were performed taking cognisance of risk and other market and industry factors affecting PSV. Additionally, sensitivity analyses were performed considering key assumptions. Prevailing market and industry conditions were also considered in assessing the risk profile of PSV.

PSV valuation

PSV is an industrial holding company listed on the AltX, focused on the provision of steel, stainless steel, industrial supplies, specialised control valves, engineering linings, cryogenic equipment and storage tankers as well as technology to the mining, water, waste water management, healthcare, infrastructure and manufacturing sectors in South Africa and Africa.

PSV has experienced difficult trading times over the recent past, culminating in both a loss after tax and a loss before interest, tax, depreciation and amortisation for the year ended 28 February 2019.

The main operating businesses remaining in PSV are Omnirapid and Africa Cryogenics. Africa Cryogenics, specifically, is trading under difficult circumstances. PSV Shareholders are referred to the commentary by the Company on the PSV business operations, as set out in the PSV Integrated Annual Report 2019.

Key internal value drivers to the PSV income approach valuation included the discount rate, revenue growth and gross profit margin. In addition, we considered the valuation’s sensitivity in respect of working capital requirements, capital expenditure and operating margins.

Key external value drivers to the PSV income approach valuation, including gross domestic product (“GDP”) growth rates, interest rates, headline inflation rates and prevailing market and industry conditions in respect of the industry in which PSV operates, were also considered in assessing the forecast cash flows and risk profile of PSV.

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Key internal value drivers to the PSV market approach valuation included an assessment of non-recurring transactions included in historical results, margins and expected future growth in the business. Prevailing market and industry conditions were also considered as key external value drivers in assessing the risk profile of PSV, as well as an assessment of market-related earnings multiples applicable to comparable companies.

The revenue growth for PSV is driven by the existing client base, complemented by new projects and customers. Growth in GDP in countries where PSV’s customers are based should fuel customer demand due to increased economic activity. Decreasing the forecast revenue growth rate by 1% has a 20% impact on the value of a PSV Share. The inflation rate utilised in the income approach valuation approximated 5%. Company specific risks have been included in the discount rate which has the impact of increasing the discount rate and decreasing the value of a PSV Share. A 1% change in the discount rate will result in a 12% change in the value of a PSV Share.

Assumptions

Our Opinion is based on the following key assumptions:

• Current economic, regulatory and market conditions will not change materially;

• PSV is not involved in any material legal proceedings other than those conducted in the ordinary course of business and/or as disclosed in the Circular;

• PSV is not, at the date of this Opinion of the Independent Expert, engaged in any advanced discussions relating to any acquisitions/disposals or any other transactions that will have a significant impact on the value of PSV, other than those disclosed in the Circular;

• PSV does not have any material outstanding disputes with the South African Revenue Service;

• There are no undisclosed contingencies that could affect the value of PSV;

• The agreements that will be entered into in terms of the Transaction will be legally enforceable;

• The Transaction will have the legal, accounting and taxation consequences described in discussions with, and materials furnished to us by representatives and advisors of PSV;

• Reliance can be placed on the financial information of PSV;

• For the purposes of this Opinion of the Independent Expert, we assumed PSV’s existing businesses to be ongoing under current business plans and management; and

• Representations made by PSV management and their advisors during the course of forming this Opinion of the Independent Expert.

Appropriateness and reasonableness of underlying information and assumptions

We satisfied ourselves as to the appropriateness and reasonableness of the information and assumptions employed in arriving at our Opinion by:

• Reliance on audit reports in the financial statements of PSV;

• Conducting analytical reviews on the historical financial results and the forecast financial information, such as key ratio and trend analyses; and

• Determining the extent to which representations from management were confirmed by documentary and audited financial evidence, as well as our understanding of PSV and the economic environment in which it operates.

Valuation results

In undertaking the valuation exercise of PSV above, we determined a valuation range of the PSV Shares of 5 cents to 7 cents per PSV Share with a most likely value of 6 cents per PSV Share. However, the Mandatory Offer is required to be made at the Mandatory Offer Price of 20 cents per PSV Share.

The valuation above is provided solely in respect of this Opinion and should not be used for any other purposes.

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Effects of the Waiver

Prior to the implementation of the Transaction, DNG owns an approximately 25.6% shareholding in PSV and, post the successful implementation of the Transaction, DNG may, directly and indirectly, own PSV Shares representing in excess of a 35% shareholding in PSV.

Based on the above, DNG will be able to block a special resolution proposed by PSV, before and after the implementation of the Transaction. DNG may be able to block an ordinary resolution by PSV post the implementation of the Transaction. PSV only has Ordinary Shares in issue. The Waiver has no impact on the rights of PSV Shareholders, save for the implications of the Waiver itself, as described herein, and will not have an impact on PSV Shareholders’ rights to dividends.

However, the Claw-back Offer presents an opportunity for PSV to strengthen its balance sheet and raise cash to funds its operations.

PSV Directors are treated the same as all PSV Shareholders.

Lastly, although we are unable to quantify and factor the mentioned qualitative benefits into our valuation, it is expected that, as a result of the Transaction, there will be a long-term benefit to PSV and all of its stakeholders.

Reasonableness of the Waiver

In considering the reasonableness of the Waiver, we considered, inter alia, the following:

• the Rationale for the Waiver;

• various options to recapitalise the Group considered by the directors of PSV;

• all shareholders can participate in the recapitalisation;

• the requirement of a cash injection by PSV with the aim to put the business on a more sustainable footing;

• additional funding required by PSV post the valuation date of 30 April 2019;

• the Mandatory Offer price compared to our value range of PSV Shares;

• the rationale for the Claw-back Offer as set out in the Circular;

• the 30 day, 60 day and 90 day VWAP as at 6 September 2019 for PSV; and

• the trading liquidity of PSV shares.

Opinion

Nodus has considered the terms and conditions of the Waiver and, based on and subject to the conditions set out herein, is of the opinion that the terms and conditions of the Waiver, based on quantitative considerations, are unfair to the PSV Shareholders.

Based on qualitative factors, we are of the opinion that the terms and conditions of the Waiver are reasonable from the perspective of the PSV Shareholders.

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Limiting conditions

This Opinion of the Independent Expert is provided to the Board in connection with and for the purposes of the Transaction. The Opinion of the Independent Expert does not purport to cater for each individual PSV Shareholder’s perspective, but rather that of the general body of PSV Shareholders.

This Opinion of the Independent Expert is provided in terms of the Companies Act and the Regulations. It does not constitute a recommendation to any PSV Shareholder as to how to vote at any Shareholders’ meeting relating to the Transaction or on any matter relating to it. Therefore, it should not be relied upon for any other purpose. We assume no responsibility to anyone if this Opinion of the Independent Expert is used or relied upon for anything other than its intended purpose. Should an individual PSV Shareholder have any doubts as to what action to take, such Shareholder should consult an independent advisor.

Budgets/projections/forecasts relate to future events and are based on assumptions, which may not remain valid for the whole of the forecast period. Accordingly, this information cannot be relied upon to the same extent as that derived from audited financial statements for completed accounting periods.

We express no opinion as to how closely actual results will correspond to those projected/forecast by the management of PSV. We have compared the projected/forecast financial information to past trends as well as discussed the assumptions inherent therein with management and the independent board.

The above findings are necessarily based upon the information available to us, the financial, regulatory, market and other conditions and circumstances existing and disclosed to us up to 6 September 2019. We have assumed that all conditions precedent in the transaction agreements, including any material regulatory and other approvals, if any, will be properly fulfilled/obtained. Subsequent developments may affect our findings, however, we are under no obligation to update, revise or re-affirm such.

The valuation of companies and businesses is not a precise science and conclusions arrived at, will, in many cases, be subjective and dependent on the exercise of individual judgment.

Independence, competence and fees

We confirm that we have no direct or indirect interest in PSV Shares or the Transaction. We also confirm that we have the necessary qualifications and competence to provide the independent opinion on the Transaction.

Furthermore, we confirm that our professional fee of R150 000 (excluding VAT) is not contingent upon the success of the Transaction.

Consent

We consent to the inclusion of this letter and the reference to our opinion in the Circular to be issued to the Shareholders of PSV in the form and context in which it appears and in any required regulatory announcement or documentation.

Yours faithfully

Johan le Roux CA(SA)Director: Nodus Capital TS Proprietary Limited

Building 2Commerce Square Office Park39 Rivonia RoadSandhurst2196”

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ANNEXURE 2

HISTORICAL FINANCIAL INFORMATION

Complete sets of the PSV financial statements are available on the PSV website – http://www.psvholdings.com/

The historical financial information is the responsibility of the Directors of PSV.

Statement of compliance

The historical financial information has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards (“IFRS”), the disclosure and presentation requirements of 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 Listings Requirements of the JSE Limited and the Companies Act, 2008 (Act 71 of 2008), as amended.

Condensed consolidated statement of comprehensive income

28 February 2019 28 February 2018 28 February 2017R R R

Revenue 237 532 704 175 703 448 186 987 988Cost of sales (209 317 068) (144 755 945) (154 557 268)

Gross profit 28 215 636 30 947 503 32 430 720Other income 431 039 562 994 2 936 879Other expenses (31 931 315) (30 850 839) (30 955 017)

(Loss)/Profit from operating activities (3 284 640) 659 658 4 412 582Finance income 187 312 1 063 896 435 566Finance costs (2 007 795) (1 943 662) (3 194 523)

Net finance costs (1 820 483) (879 766) (2 758 957)

(Loss)/Profit before tax from continuing operations (5 105 123) (220 108) 1 653 625Deferred tax 6 381 625 (520 090) (1 897 297)

Profit/(Loss) for the year from continuing operations 1 276 502 (740 198) (243 672)

Revenue from discontinued operations 57 503 656 51 626 288 19 588 132

Net expenses from discontinued operations (80 368 525) (51 652 168) (21 063 679)

(Loss) before tax from discontinued operations (22 864 869) (25 880) (1 475 547)Tax from discontinued operations (3 706 680) (47 398) 320 303

(Loss) from discontinued operations (26 571 549) (73 278) (1 155 244)

(Loss) for the year attributable to ordinary shareholders (25 294 949) (813 476) (1 398 916)Other comprehensive income that may be recycled in future periodsForeign currency translation gain/(loss) not subject to tax 30 667 (495 571) 433 814Other comprehensive income that will not be subsequently reclassified to profit or loss Revaluation surplus net of tax (622 784) 622 784 -

Total comprehensive (loss) for the year (25 887 164) (686 264) (965 102)

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Condensed consolidated statement of comprehensive income

28 February 2019 28 February 2018 28 February 2017R R R

Reconciliation of headline earningsProfit/(Loss) after tax attributable to ordinary shareholders – continuing operations 1 276 502 (740 198) (243 672)

Loss /(Profit) on disposal of property, plant and equipment – continuing operations (48 519) 100 146 (171 917)Loss on sale of disposal group 226 606 165 381 (2 166 764)Tax effect on adjustments – continuing operations 13 585 (28 041) 452 195

Headline profit/(loss) – continuing operations 1 468 174 (512 712) (2 130 158)

(Loss) after tax attributable to ordinary shareholders – discontinued operations (26 571 549) (73 278) (1 155 244)

(Loss) on disposal of property, plant and equipment – discontinued operations (2 134) (20 350) (118 152)Tax effect on adjustments – discontinued operations 469 4 477 25 993

Headline (loss) - discontinued operations (26 573 214) (89 151) (1 247 403)

Headline (loss) for the year attributable to ordinary shareholders (25 105 040) (601 863) (3 377 561)

Basic and diluted (loss) per share (cents) (7.71) (0.31) (0.53)Basic and diluted (loss) per share (cents) - continuing operations 0.39 (0.33) (0.09)Basic and diluted (loss) per share (cents) - discontinued operations (8.10) (0.03) (0.44)Headline (loss) per share (cents) (7.65) (0.23) (1.28)Headline (loss) per share (cents) - continuing operations 0.45 (0.19) (0.81)Headline (loss) per share (cents) - discontinued operations (8.10) (0.03) (0.47)

Actual number of shares in issue at year end 406 913 577 265 879 842 265 879 842Weighted number of shares in issue at year end 328 206 846 263 810 429 263 792 329There are no shares with a dilutive impact

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Condensed consolidated statement of financial position

28 February 2019 28 February 2018 28 February 2017 R R R

ASSETSNon-current assets 43 079 406 42 540 858 45 396 914Property, plant and equipment 5 435 889 11 793 921 9 784 915Goodwill and intangible assets 18 369 192 17 784 334 18 022 334Long term portion of retention debtors receivable 847 162 847 162 -Loans receivable – long term 1 107 239 1 336 387 -Deferred taxation 17 319 924 10 779 054 17 589 665

Current assets 60 024 668 77 634 144 78 338 987

Inventories 6 496 855 35 702 949 24 706 428Trade and other receivables 39 439 382 37 575 071 38 169 124Loans receivable – short term 209 526 197 450 -Cash and cash equivalents 6 683 416 4 158 674 15 407 994

Non-current assets held for sale 7 195 489 11 093 272 -

Total assets 103 104 074 131 268 274 123 735 901

EQUITY Share capital 297 743 640 273 329 475 273 329 475Revaluation surplus - 622 784Foreign currency translation reserve (107 920) (138 587) (76 830)Retained (loss) (270 579 891) (245 284 942) (243 062 549)

Total equity attributable to ordinary shareholders of the Company 27 055 829 28 528 730 30 190 096

LIABILITIES

Non-current liabilities 1 778 692 2 147 455 3 977 566

Deferred Tax 29 201 49 728 -Loans and borrowings 1 749 491 2 097 727 3 977 566

Current liabilities 67 115 489 91 190 103 89 540 225

Billings in excess of work certified - 679 002 1 145 040Trade and other payables 45 231 502 66 776 700 58 580 506Bank overdraft 20 437 169 20 980 994 23 670 202Current portion of loans and borrowings 694 874 665 119 4 312 964Provisions 751 944 2 088 288 1 761 701

Non-current liabilities held for sale 7 154 064 9 401 986 28 014

Total liabilities 76 048 245 102 739 544 93 545 805

Total equity and liabilities 103 104 074 131 268 274 123 735 901

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Condensed consolidated statement of changes in equity

Share capital

Foreign currency

translation reserve

Revaluation surplus

Retained (loss) Total

Balance at 28 February 2016 273 329 475 (76 830) - (243 062 549) 30 190 096

Total comprehensive (loss) for the year - - - (1 398 916) (1 398 916)

Other comprehensive income from currency fluctuations - 433 814 - - 433 814

Balance at 28 February 2017 273 329 475 356 984 - (244 461 465) 29 224 994

Total comprehensive (loss) for the year - (495 571) 622 784 (823 477) (696 264)

Balance at 2 8 February 2018 273 329 475 (138 587) 622 784 (245 284 942) 28 528 730

Total comprehensive (loss) for the year - - - (25 295 047) (25 295 047)

Issue of Shares 24 414 165 24 414 165Other comprehensive income from the revaluation of assets (net of tax) (622 784) (622 784)Other comprehensive income from currency fluctuations - 30 667 30 667

Balance at 28 February 2019 297 743 640 (107 920) - (270 579 989) 27 055 731

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Condensed consolidated statement of cash flows

28 February 2019

28 February2018

28 February2017

R R R

Cash flows from operating activities (20 348 124) (2 719 152) 3 561 140Taxation paid - 55 441 (69 812)Net cash (used in) operating activities (20 348 124) (2 663 711) 3 491 328Net cash (used in) operating activities – continuing operations (1 526 926) (4 326 910) 3 491 328Net cash (used in)/from operating activities – discontinued operations (18 821 198) 1 663 199 -Cash flows from investing activities(Additions) to property, plant and equipment to expand operations (556 732) (746 398) (3 664 021)Proceeds from disposal of property, plant and equipment 1 770 434 1 777 185 745 232(Additions) to intangibles to expand operations (718 570) - (1 981 758)Loan raised on B-BBEE sale - 3 188 542 -Decrease in assets held for sale 784 888 -Finance income 48 782 1 063 896 418 212Net cash from investing activities 1 328 802 5 283 225 (4 482 335)Net cash (used in)/from investing activities – continuing operations (18 818 464) 4 495 696 (4 482 335)Net cash from investing activities – discontinued operations 20 147 266 89 901 -Cash flows from financing activitiesNet proceeds of Share Subscription 24 414 165 -Loans and borrowings repaid (318 481) (3 255 881) (950 122)Finance expenses (2 007 795) (1 943 662) (4 038 954)Net cash from/(used in) financing activities 22 087 889 (5 199 543) (4 989 076)Net cash from/(used in) financing activities – continuing operations 23 713 709 (3 165 143) (4 989 076)Net cash from/(used in) financing activities – discontinued operations (1 625 820) (2 034 400) -(Decrease) in cash and cash equivalents 3 068 567 (2 580 029) (5 980 083)Net (decrease) in cash and cash equivalents – continuing operations 3 368 319 (2 298 729) (5 980 083)Net increase/(decrease) in cash and cash equivalents – discontinued operations (299 752) (281 300) -Cash balance transferred to non-current assets held for sale - 2 026 648 -Cash balance transferred to non-current assets held for sale - (244 449) -Bank overdraft transferred to non-current liabilities held for sale - 2 271 097 -Cash and cash equivalents at beginning of the year (16 822 320) (14 242 291) (8 262 208)Cash and cash equivalents at end of the year (13 753 753) (16 822 320) (14 242 291)

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PSV HOLDINGS LIMITED Incorporated in the Republic of South Africa

(Registration number 1998/004365/06)Share code: PSV ISIN: ZAE000078705

(“PSV” or “the Company”)

NOTICE OF GENERAL MEETING

If you are in any doubt as to what action you should take in respect of the following resolutions, please consult your (“CSDP”), broker, banker, attorney, accountant or other professional adviser immediately.

All terms defined in the Circular (“Circular”) to which this Notice of General Meeting is attached shall bear the same meanings herein.

Notice is hereby given that a General Meeting of shareholders of the Company will be held at 10:00 on Friday, 25 October 2019 at the registered office of PSV, corner Serenade Road and North Reef Road, Elandsfontein Rail, Germiston, 1429. To consider, and, if deemed fit, to pass, with or without modification, the Resolutions set out hereunder.

The board of directors of the Company (“the Board”) has determined that, in terms of section 62(3)(a), as read with section 59 of the Companies Act, the record date for the purposes of determining which Shareholders of the Company are entitled to receive notice of the General Meeting is Friday, 13 September 2019 and only Shareholders who are registered in the Register on Friday, 18 October 2019, will be entitled to participate in and vote at the General Meeting. Accordingly, the last day to trade in PSV Shares in order to be recorded in the Register in order to be entitled to attend, participate in and vote at the General Meeting is Tuesday, 15 October 2019.

SPECIAL RESOLUTION NUMBER 1 – APPROVAL TO ISSUE THE CLAW-BACK OFFER SHARES IN TERMS OF SECTION 41(3) OF THE COMPANIES ACT

“RESOLVED THAT, the Board be and is hereby authorised, in accordance with the provisions of section 41(3) of the Companies Act, to issue the Claw back Offer Shares.”

Explanatory note

In accordance with the provisions of section 41(3), read with section 65(11)(e) of the Companies Act, a special resolution is required to be approved by shareholders in the event that the voting power of a class of shares that are to be issued as a result of a transaction will exceed 30% of the voting power of that class of shares held by shareholders immediately prior to the transaction.

The issue of the Claw-back Offer Shares contemplates an issue by the Company of more than 30% of the Company’s Shares, excluding treasury shares, currently in issue, and such issue accordingly requires the approval of Shareholders in terms of section 41(3) of the Companies Act.

The minimum percentage of voting rights that is required for Special Resolution Number 1 to be adopted is 75% (seventy five percent) of the votes exercised on such special resolution by shareholders entitled to vote, present or represented by proxy at the General Meeting, and further subject to the provisions of the Companies Act and the Memorandum of Incorporation of the Company.

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ORDINARY RESOLUTION NUMBER 1 – MANDATORY OFFER AND WAIVER

“RESOLVED THAT, the requirement that DNG make a Mandatory Offer at 20c (twenty cents) per Share by reason of them acquiring 35% or more of the voting rights or securities of PSV, as a consequence of the Claw-back Offer, be and is hereby waived.”

Explanatory note

Following the implementation of the Claw-back Offer, DNG may end up holding more than 35% of the total voting rights or securities of the Company. If that were to occur, then, in terms of section 123 of the Companies Act, DNG will be required to make the Mandatory Offer at 20c (twenty cents) per Share to the Remaining Shareholders, being the highest consideration at which PSV shares were acquired by DNG within the six month period preceding announcement of the Claw-back Offer. The intention of DNG is not to obtain control of PSV. Accordingly, in order to achieve the desired capitalisation of the Company, in line with its focused strategic direction, Independent Shareholders are being requested to waive their rights to receive the Mandatory Offer.

Ordinary resolutions to be adopted at this General Meeting require the support of a simple majority, which is more than 50% of the voting rights exercised on the resolutions.

ORDINARY RESOLUTION NUMBER 2 – AUTHORITY GRANTED TO DIRECTORS

“RESOLVED THAT, each director of PSV be and is hereby individually authorised to sign all such documents and do all such other things as may be necessary for or incidental to the implementation of the resolutions passed at the general meeting of shareholders of PSV.”

Explanatory note

The adoption of this Ordinary Resolution Number 2 will authorise any director of the Company to execute all documents and do all such further acts and things as he may in his discretion consider appropriate to implement and give effect to the Resolutions set out in this Notice of General Meeting.

Ordinary resolutions to be adopted at this General Meeting require the support of a simple majority, which is more than 50% of the voting rights exercised on the resolutions.

VOTING AND PROXIES

A shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. For the convenience of registered members of the Company, a form of proxy is enclosed herewith.

The attached form of proxy is only to be completed by those Shareholders who:

• hold PSV Shares in certificated form; or

• are recorded on the electronic sub-register in “own name” dematerialised form.

Shareholders who have dematerialised their shares through a CSDP or broker without “own name” registration and who wish to attend the General Meeting, must instruct their CSDP or broker to provide them with the relevant letter of representation to attend the General Meeting in person or by proxy and vote.

If they do not wish to attend in person or by proxy, they must provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker.

Forms of proxies should be forwarded to reach the transfer secretaries, Link Market Services, at least 48 (forty-eight) hours, excluding Saturdays, Sundays and public holidays, before the time of the meeting.

Kindly note that meeting participants, which includes proxies, are required to provide reasonably satisfactory identification before being entitled to attend or participate in a shareholders’ meeting. Forms of identification include valid identity documents, driver’s licenses and passports.

By order of the Board

24

Merchantec Proprietary LimitedCompany Secretary

Johannesburg

25 September 2019

Registered office

Cnr Serenade Road & North Reef Road Elandsfontein RailGermiston, 1429(Postnet Suite 229, Private Bag X19, Gardenview 2047)

Transfer secretaries

Link Market Services South Africa Proprietary Limited(Registration number 2000/007239/07)

13th Floor, 19 Ameshoff StreetBraamfonteinJohannesburg, 2001(PO Box 4844, Johannesburg, 2000)

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PSV HOLDINGS LIMITED Incorporated in the Republic of South Africa

(Registration number 1998/004365/06)Share code: PSV ISIN: ZAE000078705

(“PSV” or “the Company”)

FORM OF PROXY

For use only by:

- holders of certificated ordinary shares in the Company; or- holders of dematerialised ordinary shares in the Company (“Dematerialised Shareholders”) held through a Central

Securities Depository Participant (“CSDP”) or broker and who have selected “own-name” registration,

at the general meeting of shareholders of the Company to be held at 10:00 on Friday, 25 October 2019 at the registered office of PSV Holdings, corner Serenade & North Reef Road, Henville Ext. Elandsfontein. (“General Meeting”).

Dematerialised Shareholders holding shares in the Company other than with “own-name” registration, who wish to at-tend the General Meeting must inform their CSDP or broker of their intention to attend the General Meeting and request their CSDP or broker to issue them with the relevant letter of representation to attend the General Meeting in person or by proxy and vote. If they do not wish to attend the General Meeting in person or by proxy, they must provide their CSDP or broker with their voting instructions in terms of the relevant Custody Agreement entered into between them and the CSDP or broker. These Shareholders must not use this form of proxy.

Each shareholder is entitled to appoint one or more proxies (who need not be a shareholder of the Company) to attend, speak and vote in place of that shareholder at the General Meeting. A proxy need not be a shareholder of the Company.

I/We(full name/s in block letters)of (address)Telephone work ( ) Telephone home ( ) Cellphone number Email address

being the holder/custodian of ordinary shares in the Company, hereby appoint (see note):1. or failing him/her,2. or failing him/her,3. the Chairperson of the General Meeting,as my/our proxy to attend and act for me/us on my/our behalf at the General Meeting convened for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at each adjournment or postponement thereof, and to vote for and/or against such resolutions, and/or to abstain from voting for and/or against the resolutions, in respect of the shares in the issued share capital of the Company registered in my/our name in accordance with the following instructions:

For Against AbstainSpecial Resolution 1Approval to issue the Claw-back Offer Shares in terms of section 41(3) of the Companies ActOrdinary Resolution Number 1Mandatory Offer and WaiverOrdinary Resolution Number 2Authority Granted to DirectorsInsert an “X” in the relevant spaces above according to how you wish your votes to be cast. If no directions are given, the holder of the proxy will be entitled to vote or abstain from voting as that proxy deems fit.This proxy shall be valid only for the General Meeting of shareholders of the Company to be held on Friday, 25 October 2019 and any adjournment or postponement thereof.Signed at on 2019SignatureAssisted by (where applicable)

Please read the notes on the reverse side hereof.

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Notes

1. Summary of rights contained in section 58 of the Companies Act, 2008 (Act 71 of 2008), as amended (“Companies Act”)

In terms of section 58 of the Companies Act:-

• a shareholder may, at any time and in accordance with the provisions of section 58 of the Companies Act, appoint any individual (including an individual who is not a shareholder) as a proxy to participate in, and speak and vote at, a shareholders meeting on behalf of such shareholder;

• a proxy appointment must be in writing, dated and signed by the shareholder;

• except to the extent that the memorandum of incorporation of a company provides otherwise, a shareholder of that company may appoint two or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to the different securities held by the shareholder;

• except to the extent that the memorandum of incorporation of the company provides otherwise, a proxy may delegate her or his authority to act on behalf of a shareholder to another person, subject to any restriction set out in the instrument appointing such proxy;

• except to the extent that the memorandum of incorporation of the company provides otherwise, a copy of the instrument appointing a proxy must be delivered to the company, or to any other person on behalf of the company, before the proxy exercises any rights of the shareholder at a shareholders’ meeting;

• irrespective of the form of instrument used to appoint a proxy, the appointment of a proxy is suspended at any time and to the extent that the relevant shareholder chooses to act directly and in person in the exercise of any of such shareholder’s rights as a shareholder;

• irrespective of the form of instrument used to appoint a proxy, any appointment by a shareholder of a proxy is revocable, unless the form of instrument used to appoint such proxy states otherwise;

• if an appointment of a proxy is revocable, a shareholder may revoke the proxy appointment by: (i) cancelling it in writing, or making a later inconsistent appointment of a proxy and (ii) delivering a copy of the revocation instrument to the proxy and to the company;

• the revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as of the later of the date (i) stated in a revocation instrument, if any; or (ii) upon which the revocation instrument is delivered to the proxy and the relevant company as required in section 58(4)(c)(ii) of the Companies Act;

• if the instrument appointing a proxy or proxies has been delivered to the relevant company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the relevant company’s memorandum of incorporation to be delivered by such company to the shareholder must be delivered by such company to the shareholder or the proxy or proxies, if the shareholder has in writing directed the relevant company to do so and has paid any reasonable fee charged by the company for doing so;

• a proxy appointed by a shareholder is entitled to exercise, or abstain from exercising, any voting right of such shareholder without direction, except to the extent that the relevant company’s memorandum of incorporation, or the instrument appointing the proxy, provides otherwise (see note 5).

• if a company issues an invitation to shareholders to one or more persons named by such company as a proxy, or supplies a form of instrument for appointing a proxy:

◦ such invitation must be sent to every shareholder who is entitled to receive notice of the meeting at which the proxy is intended to be exercised;

◦ the invitation or form of proxy must bear a reasonably prominent summary of the rights established by section 58 of the Companies Act, contain adequate space to enable a shareholder to write in the name, and if so desired an alternative name, of a proxy chosen by the shareholder and provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour of or against any resolution or resolutions to be put at the meeting, or abstain from voting;

◦ the company must not require that the proxy appointment be made irrevocable; and

◦ the proxy appointment remains valid only until the end of the relevant meeting at which it was intended to be used, unless revoked as contemplated in section 58(5) of the Companies Act.

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2. The form of proxy must only be used by shareholders who hold shares in certificated form or who are recorded on the sub-register in electronic form in “own name”.

3. All other beneficial owners who hold dematerialised shares through a CSDP or broker and wish to attend the General Meeting must provide the CSDP or broker with their voting instructions in terms of the relevant Custody Agreement entered into between them and the CSDP or broker.

4. A shareholder entitled to attend and vote at the General Meeting may insert the name of a proxy or the names of two alternate proxies of the shareholder’s choice in the space provided, with or without deleting “the Chairperson of the General Meeting”. The person whose name stands 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 such proxy(ies) whose names follow.

5. A shareholder is entitled to one vote on a show of hands and, on a poll, one vote in respect of each ordinary share held. A shareholder’s instructions to the proxy must be indicated by the insertion of an “X” in the appropriate space provided. If an “X” has been inserted in one of the blocks to a particular resolution, it will indicate the voting of all the shares held by the shareholder concerned. Failure to comply with this will be deemed to authorise the proxy to vote or to abstain from voting at the General Meeting as he/she deems fit in respect of all the shareholder’s votes exercisable thereat. A shareholder or the proxy is not obliged to use all the votes exercisable by the shareholder or by the proxy, but the total of the votes cast and in respect of which abstention is recorded may not exceed the total of the votes exercisable by the shareholder or the proxy.

6. A vote given in terms of an instrument of proxy shall be valid in relation to the General Meeting, notwithstanding the death, insanity or other legal disability of the person granting it, or the revocation of the proxy, or the transfer of the shares in respect of which the proxy is given, unless notice as to any of the aforementioned matters shall have been received by the Company’s Transfer Secretaries, Link Market Services South Africa Proprietary Limited (“transfer secretaries”), not less than 48 (fortyeight) hours before the commencement of the General Meeting.

7. If a shareholder does not indicate on this form of proxy that his/her proxy is to vote in favour of or against any resolution or to abstain from voting, or gives contradictory instructions, or should any further resolution(s) or any amendment(s) which may properly be put before the General Meeting be proposed, such proxy shall be entitled to vote as he/she thinks fit.

8. A shareholder’s authorisation to the proxy including the Chairperson of the General Meeting, to vote on such shareholder’s behalf, shall be deemed to include the authority to vote on procedural matters at the General Meeting.

9. 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.

10. Documentary evidence establishing the authority of a person signing the form of proxy in a representative capacity must be attached to this form of proxy, unless previously recorded by the Transfer Secretaries or is waived by the Chairperson of the General Meeting.

11. A minor or any other person under legal incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her capacity are produced or have been registered by the Transfer Secretaries.

12. Where there are joint holders of shares:• any one holder may sign the form of proxy;• the vote(s) of the senior shareholders (for that purpose seniority will be determined by the order in which

the names of shareholders appear in the Company’s register of ordinary shareholders) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint shareholder(s).

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13. Forms of proxy should be lodged with or mailed to the transfer secretaries:

Hand deliveries to: Postal deliveries to:Link Market Services South Africa Proprietary Limited(Registration number 2000/007239/07)13th Floor, 19 Ameshoff StreetBraamfonteinJohannesburg, 2001(PO Box 4844, Johannesburg, 2000)

Link Market Services South Africa Proprietary LimitedPO Box 4844, Johannesburg, 2000

to be received by no later than 10:00 on Wednesday, 23 October 2019 (or 48 (forty-eight) hours before any ad-journment of the General Meeting which date, if necessary, will be notified on the Stock Exchange News Service of JSE Limited) or may be handed to the Chairperson of the General Meeting immediately before the appointed proxy exercises any of the shareholder’s votes at the General Meeting.

14. A deletion of any printed matter and the completion of any blank space need not be signed or initialed. Any alteration or correction must be signed and not merely initialed.

15. The proxy appointment remains valid only for the general meeting at which it is intended to be used and any adjournment or postponement thereof, subject to paragraph 1 above.