Circular to shareholders and Notice of General Meeting Pick n Pay Stores Limited Incorporated in the Republic of South Africa Registration number: 1968/008034/06 Share Code: PIK ISIN code: ZAE000005443 (“the Company”) Circular to shareholders and Notice of General Meeting Further to the Circular relating to: - the adoption of the Pick n Pay Stores Limited Forfeitable Share Plan; and - the election by shareholders of Audrey Mothupi, David Friedland and John Guildersleeve as non- executive Directors of the Company; that was posted to shareholders on Tuesday, 14 January 2014, in relation to the General Meeting to be held at the registered office of Pick n Pay on Wednesday, 12 February 2014 at 16:00, the Company advises as follows: In accordance with the circular’s statement that the proposed vesting scale for the first award would be reviewed by the Remuneration Committee prior to the allocation of awards, the Company hereby informs shareholders that, following a meeting of the Remuneration Committee held on 28 January 2014, in the event of the Forfeitable Share Plan being adopted at the General Meeting, the following adjustments will be made to the proposed thresholds: - cumulative HEPS growth for the Group of 10% per annum, 30% of the awards will vest; - cumulative HEPS growth for the Group of 12% per annum, 65% of the awards will vest; and - cumulative HEPS growth for the Group of 15% per annum, 100% of the awards will vest. No awards will vest if the cumulative HEPS growth for the Group is less than 10% per annum. In addition, in order to protect shareholders from the potential dilution that may be caused by a fresh issue of shares to cover the shares in the plan, the Remuneration Committee has agreed that no more than 5% of awards for the Forfeitable Share Plan may be settled by way of a fresh issue of shares. Cape Town 30 January 2014 Sponsor: Investec Bank Limited Date: 30/01/2014 02:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.