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SHOPRIT:  29,356   +356 (+1.23%)  11/06/2026 19:00

SHOPRITE HOLDINGS LIMITED - Dealing in Securities by Associates of Directors

Release Date: 11/06/2026 11:41
Code(s): SHP     PDF:  
Wrap Text
Dealing in Securities by Associates of Directors

Shoprite Holdings Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1936/007721/06
ISIN: ZAE000012084
JSE share code: SHP
A2X share code: SHP
NSX share code: SRH
LUSE share code: SHOPRITE
("Shoprite Holdings")


DEALING IN SECURITIES BY ASSOCIATES OF DIRECTORS


In terms of paragraphs 6.77 to 6.90 of the Listings Requirements of the JSE Limited, shareholders are advised
of the following dealings in Shoprite Holdings ordinary shares by Titan Fincap Solutions (Pty) Ltd ("Titan
Fincap"), and Thibault Square Financial Services (RF) (Pty) Ltd ("Thibault"), as associates of Dr CH Wiese
and Adv JD Wiese.

Shareholders are referred to the SENS announcements dated 29 April 2026, 7 May 2026, 14 May 2026, and
29 May 2026 in which shareholders were advised that Titan Fincap had sold total return swaps ("TRS") in
respect of an aggregate total of 6,860,000 ordinary shares in Shoprite Holdings (the "TRS Positions").
Shareholders are further referred to the SENS announcement dated 6 October 2025 in which shareholders
were advised that Titan Fincap had entered into a scrip borrowing arrangement (the "Third Scrip Loan") in
respect of 3,831,164 ordinary shares in Shoprite Holdings (collectively the "Prior Announcements").

Shareholders are advised that, in order to consolidate the three transactions into a single transaction, Titan
Fincap has elected to terminate and settle these TRS Positions, and Titan Fincap entered into a securities
borrowing arrangement (the "Fourth Scrip Loan") in respect of 6,860,000 Shoprite Holdings ordinary shares,
in replacement of the TRS Positions.

Shareholders are advised that the TRS Positions were terminated with effect from 8 June 2026 and were
physically settled in accordance with their terms.

Shareholders are advised that Thibault and Rand Merchant Bank, a division of FirstRand Bank Limited
("RMB"), have previously entered into a pledge and cession of shares agreement dated 1 October 2025 in
respect of the Third Scrip Loan. This pledge and cession of shares agreement was terminated on 8 June 2026.
As security for the above Third Scrip Loan and the Fourth Scrip Loan, Thibault has entered into a new pledge
and cession agreement on 8 June 2026 in which 10,691,164 Shoprite Holdings ordinary shares are pledged
and ceded.


SCRIP BORROWING ARRANGEMENT – THE FOURTH SCRIP LOAN

Name of directors:                              Dr CH Wiese and Adv JD Wiese
Designation:                                    Non-executive Director and Alternate Director
Associate:                                      Titan Fincap
Date of transaction:                            8 June 2026
Class of securities:                            Ordinary shares
Nature of transaction:                          Scrip borrowing of Shoprite Holdings ordinary shares by
                                                Titan Fincap (off-market)
Number of securities:                           6,860,000
Initial price per security:                     R 287.37
Total value of the transaction:                 R 1,971,358,200.00
Nature of interest for directors:               Indirectly beneficial through Titan Fincap controlled by
                                                Titan Premier Investment (Pty) Ltd ("TPI"), of which Dr
                                                CH Wiese and Adv JD Wiese are directors.
Nature of interest for associate:               Direct beneficial
Clearance to deal obtained:                     Yes

TOTAL RETURN SWAP TERMINATION

Name of directors:                              Dr CH Wiese and Adv JD Wiese
Designation:                                    Non-executive Director and Alternate Director
Associate:                                      Titan Fincap
Date of transaction:                            08 June 2026
Class of securities:                            Ordinary shares
Nature of transaction:                          Termination and physical settlement of off-market total
                                                return swaps in respect of Shoprite Holdings ordinary
                                                shares (off-market)
Number of securities:                           6,860,000
Initial price per security:                     R 287.37
Total value:                                    R 1,971,358,200.00
Nature of interest for directors:               Indirectly beneficial through Titan Fincap controlled by
                                                TPI, of which Dr CH Wiese and Adv JD Wiese are
                                                directors.
Nature of interest for associate:               Direct beneficial
Clearance to deal obtained:                     Yes

PLEDGE AND CESSION OF SHARES

Name of directors:                              Dr CH Wiese and Adv JD Wiese
Designation:                                    Non-executive Director and Alternate Director
Associate:                                      Titan Fincap
Date of transaction:                            08 June 2026
Class of securities:                            Ordinary shares
Nature of transaction:                          Pledge and cession of ordinary shares (off-market)
Number of securities:                           10,691,164
Initial price per security:                     R 287.37
Total value:                                    R 3,072,319,798.68
Nature of interest for directors:               Indirectly beneficial through Thibault controlled by TPI, of
                                                which Dr CH Wiese and Adv JD Wiese are directors.
Nature of interest for associate:               Direct beneficial
Clearance to deal obtained:                     Yes

The above transactions do not affect any of the voting rights in respect of Shoprite Holdings ordinary shares
and the Shoprite deferred shares held by Thibault.

Cape Town
11 June 2026

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 11-06-2026 11:41:00
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