PBT Group Limited
(Incorporated in the Republic of South Africa)
(Registration number:1936/008278/06)
JSE Code: PBG
ISIN: ZAE000256319
(“PBT Group” or “the Company”)



Declaration of Special Distribution


The company's dividend policy is to consider an interim and a final dividend in respect of each
financial year. At its discretion, the board of directors may consider a special or ad hoc
dividend, where appropriate. Depending on the perceived need to retain funds for expansion
or operating purposes, the board of directors may also elect not to pay distributions.

On Thursday, 15 December 2022, the Board of Directors resolved to declare a special
distribution of 30,0c per PBT ordinary share. The total distribution will equate to R31.5 million.
The distribution is subject to exchange control approval from the South African Reserve Bank.
A further announcement will be released on 30 December 2022, the finalisation date, once
exchange control approval has been obtained.

Each shareholder will be able to elect to receive the distribution as either a dividend as
defined by the Income Tax Act 58 of 1962 or as a capital reduction distribution. If no election
is made, the default option will be that a dividend will be paid to such shareholders. An
election form (for use by certificated shareholders) will be available upon request from the
company secretary at anastassia.sousa@pbtgroup.co.za or for download on the Company’s
website:
https://www.pbtgroup.co.za/investor-relations/.

The implications of the elections above are as follows:
• A gross special dividend of 30.0c per PBT ordinary share from income reserves will be
  subject to dividend withholding tax at a rate of 20%. Consequently, a net final dividend of
  24.0c per share will be distributed to those shareholders who are not exempt from paying
  dividend tax. In terms of dividend tax legislation, the dividend tax amount due will be
  withheld and paid over to the South African Revenue Services by a nominee company,
  stockbroker or Central Securities Depository Participant (“CSDP”) (collectively ‘regulated
  intermediary’) on behalf of the shareholders. However, all shareholders choosing this
  option should declare their status to their regulated intermediary, as they may qualify for a
  reduced dividend tax rate or exemption.

• A capital reduction distribution of 30.0c per PBT ordinary share is not subject to dividend
  withholding tax as the distribution is paid out of capital reserves. As the distribution will be
  regarded as a return of capital and may therefore have potential capital gains tax
  consequences, shareholders are advised to consult their tax advisers regarding the impact
  of the distribution.

As at the date of declaration of the distribution there were 104 950 000 PBT ordinary shares
in issue. The company’s income tax reference number is 9725148713.
In compliance with the Companies Act, the Directors confirm and have resolved that the
Company will satisfy the solvency and liquidity test immediately after the payment of the
distribution.

In accordance with the provisions of Strate Proprietary Limited, the electronic settlement and
custody system used by the JSE Limited, the relevant dates for the distribution are as follows:

Election period opens                            Thursday, 15 December 2022
Finalisation date                                Friday 30 December 2022
Last day to trade “cum Distribution”             Tuesday, 10 January 2023
First trading day “ex Distribution”              Wednesday, 11 January 2023
Record date                                      Friday, 13 January 2023
Election period closes by 12:00 on               Friday, 13 January 2023
Payment date                                     Monday, 16 January 2023

No share certificates may be dematerialised or rematerialised between Wednesday, 11
January 2023, and Friday, 13 January 2022, both days inclusive. Only the shareholders
recorded in the Company’s share register as at record date are entitled to receive the
distribution declared.

Payments for certificated shareholders will be transferred electronically to their bank accounts
on the payment date. Shareholders who hold dematerialised shares will have their accounts
at their CSDP or stockbroker credited on Monday, 16 January 2022.


15 December 2022
Cape Town

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