Primeserv Group Limited
                     (Incorporated in the Republic of South Africa)
                         (Registration number 1997/013448/06)
                            ("Primeserv” or “the Company”)
                        Share code: PMV ISIN: ZAE000039277

                      DETAILED TERMS ANNOUNCEMENT
               AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT



1.     INTRODUCTION

       Shareholders are referred to the cautionary and renewal of cautionary
       announcements released on SENS on 11 April 2023 and 22 May 2023 respectively
       and are advised that the Company, through its wholly owned subsidiary, Primeserv
       Pinnacle Proprietary Limited (“the Purchaser”), entered into a sale of business
       agreement (“Sale of Business Agreement”) with Pinnacle Outsource Solutions
       Proprietary Limited and AJR Enterprises CC (“the Sellers”) and Albertus Johannes
       Rossouw (“AJ Rossouw”), in terms of which the Purchaser will acquire the
       businesses (“the Businesses”) owned and operated by the Sellers (“the
       Acquisition”) and which comprise the fixed assets applied by the Sellers in the
       operation of the Businesses and the goodwill arising out of the name and
       reputation of the Businesses and their business methodologies and the service
       excellence applied and provided by the Businesses for a maximum purchase
       consideration of R10 945 000 (“Purchase Consideration”).

       AJ Rossouw is the Divisional Executive of the Businesses and owner (100 percent)
       of AJR Enterprises CC. and Pinnacle Outsource Solutions Proprietary Limited.

2.     DESCRIPTION OF THE BUSINESSES AND RATIONALE FOR THE ACQUISITION

       Each of AJR Enterprises CC and Pinnacle Outsource Solutions Proprietary Limited
       carry on business as suppliers of temporary employment services largely within
       the Logistics, Transportation and Distribution Centre Industry.

       The Acquisition forms part of Primeserv’s strategy to expand its strong footprint in
       the temporary services sector of the Logistics, Transportation and Distribution
       Centre Industry.

3.     TERMS OF THE ACQUISITION

3.1.   Purchase Consideration and Payment

       In terms of the Sale of Business Agreement, the Purchase Consideration shall be
       determined based upon the net profit after tax (“NPAT”) for the years ending 31
       March 2024, 31 March 2025 and 31 March 2026, derived by the Businesses
         acquired as set out in this announcement and which shall be operated as a single
         business unit after the implementation of the Acquisition.

         The maximum Purchase Consideration of R10 945 000 shall be payable in six
         instalments, provided that a minimum NPAT is derived in each year as follows:
         -         R3 611 800 in respect of the year ending 31 March 2024 payable in one
                   instalment of R1 778 500 on or before 10 June 2023 and the balance of a
                   maximum of R 1 833 300 in April 2024 based upon the achievement of an
                   NPAT of at least R3 650 000;
         -         R3 666 600 in respect of the year ending 31 March 2025 payable in two
                   instalments of a maximum of R1 833 300 each payable in October 2024
                   and April 2025 based upon the achievement of an NPAT of at least
                   R4 015 000; and
         -         R3 666 600 in respect of the year ending 31 March 2026 payable in two
                   instalments of a maximum of R1 833 300 each payable in October 2025
                   and April 2026 based upon the achievement of an NPAT of at least
                   R4 615 000.
         The Purchase Consideration shall be reduced pro-rata should the NPAT in any
         particular year not equal or exceed the amounts stipulated above.

         The Purchase Consideration will be funded from the cash resources of the
         Company.


3.2.     Resolutive Conditions

         The Acquisition is subject to the fulfilment of the following outstanding conditions,
         which if not satisfied on or before 30 June 2023, or such later date as may be
         agreed in writing, will lead to the transaction becoming nul and void ab-initio. The
         conditions which are required to be satisfied are as follows:

3.2.1.   The Purchaser having completed a due diligence in regard to the Businesses
         acquired and issuing a written notice to the effect that it intends to abide by the
         terms of the Sale of Business Agreement;

3.2.2.   The conclusion of an employment agreement with AJ Rossouw;

3.2.3.   Approval of the Sale of Business Agreement by the shareholder and member of the
         Sellers as required in terms of the Companies and Close Corporation Acts;

3.2.4.   Approval of the Sale of Business Agreement by the Board of the Company; and

3.2.5.   Notification to the Competition Commission of South Africa of the Acquisition and
         the Competition Commission not making an adverse finding regarding the
         implementation of the Acquisition.
3.3.   Closing Date and Effective Date of the Acquisition

       The Acquisition will be implemented on the Closing Date, which is expected to
       occur before 30 June 2023, however, notwithstanding the Closing Date, the
       Acquisition shall take effect from 1 April 2023, from which date the Purchaser,
       should the Acquisition become unconditional, shall have 100 percent exposure to
       the variable returns of the Businesses acquired and as such be entitled to 100
       percent of the earnings of the Businesses.

3.4.   Representations and Warranties granted in respect of the Acquisition

       The Sale of Business Agreement contains extensive representations, warranties
       and indemnities given by the Sellers and AJ Rossouw in favour of the Purchaser,
       which are standard for a transaction of this nature and further includes a warranty
       against losses incurred in the Purchase Consideration determination period in
       terms of which any loss incurred in a particular year will be repaid to the Purchaser
       upon demand after the loss is determined as incurred.

4.     FINANCIAL INFORMATION

4.1.   The total value of the net assets comprising the Businesses acquired (as at 31 May
       2022 for Pinnacle Outsource Solutions Proprietary Limited and 28 February 2022
       for AJR Enterprises CC, being the date of the last audited annual financial
       statements of Pinnacle Outsource Solutions Proprietary Limited and the
       Accounting Officers Report for AJR Enterprises CC) amounts to R8 167 956 and
       comprises the written down book value of the fixed assets necessary for the
       conduct of the Businesses – R335 315, the value of inventory on hand - R62 441
       and the value of goodwill – R7 770 200. The acquisition specifically excludes all
       other assets and liabilities of the Sellers.

4.2.   The profit after tax attributable to the Businesses, was R860 418, in regard to AJR
       Enterprises CC, based on the Accounting Officers Report for the year ended 28
       February 2022, and R3 672 581 for Pinnacle Outsource Solutions Proprietary
       Limited based on the audited annual financial statements of that company for the
       year ended 31 May 2022, which were prepared in terms of IFRS and the relevant
       requirements of the Close Corporations Act.

5.     CLASSIFICATION OF THE ACQUISITION

       The Acquisition, in aggregate, constitutes a category 2 transaction in terms of the
       JSE Limited Listings Requirements.

6.     WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

       This detailed terms announcement contains all relevant details regarding the
       Acquisition and as a result caution is no longer required to be exercised by
       shareholders when dealing in the Company’s securities.
30 May 2023
Illovo, Sandton



Sponsor
Grindrod Bank