Schemes finalisation and termination of listing Shoprite Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1936/007721/06) ISIN no: ZAE 000012084 JSE share code: SHP NSX share code: SRH LUSE share code: SHOPRITE (“Shoprite Holdings” or “the Company”) Shoprite Holdings 5% cumulative preference shares (“SHP2”) JSE Share Code: SHP2 ISIN no: ZAE000006680 Shoprite Holdings second 5% cumulative preference shares (“SHP3”) JSE Share Code: SHP3 ISIN no: ZAE000006698 Shoprite Holdings third 5% cumulative preference shares (“SHP4”) JSE Share Code: SHP4 ISIN no: ZAE000006706 DE-LISTING, FINALISATION ANNOUNCEMENT AND REVISED TIMETABLE FOR SCHEMES OF ARRANGEMENT Shareholders are referred to the announcement released on SENS on 19 October 2015 regarding approval by the shareholders of the unrelated schemes of arrangement in terms of section 114 (1)(e) of the Companies Act, No. 71 of 2008, as amended (“the Companies Act”) (“the Schemes”). Shareholders are further referred to the conditions precedent to the Scheme (“Scheme Conditions Precedent”), as detailed in the Circular dated 16 September 2015, and are hereby advised that all Scheme Conditions Precedent have been fulfilled. As a result, the Schemes have Become Operative and therefore the Company wishes to draw shareholders’ attention to the following important revised dates in relation to the implementation of the Schemes. Terms appearing in title case below that are not otherwise defined, bear the meanings assigned to them in the Circular. 2015 Last day to trade in order to be recorded in the Register on Friday, 27 November Listing of the Preference Shares suspended on the JSE from commencement of trade on Monday, 30 November Schemes Record Date, being the date on Friday, 4 December which the Scheme Participants must be recorded in the Register in order to receive the relevant Scheme Consideration Each scheme Becoming Operative on Monday, 7 December Date of payment of Scheme Consideration, to be paid electronically or posted to Certificated Preference Shareholders (if the Form of Surrender (pink) and Documents of Title are received by the Transfer Secretaries on or before 12:00 on the relevant Scheme Record Date) on Monday, 7 December Dematerialised Scheme Participants to have their accounts held at their CSDP or Broker debited with the Scheme Shares and credited with the Scheme Considerations on Monday, 7 December Termination of listing of the Preference Shares on the JSE at the commencement of trade on Tuesday, 8 December Notes: All times referred to above are references to South African time. Share certificates may not be dematerialised or rematerialised after Friday, 27 November Cape Town 19 November 2015 Transaction Advisor and Sponsor – Bravura Capital Proprietary Limited Legal Advisor to Shoprite – Werksmans Attorneys Independent Expert – BDO Corporate Finance Proprietary Limited Date: 19/11/2015 11:30:00 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.