Finalisation announcement Pick n Pay Holdings Limited RF Pick n Pay Stores Limited (Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa) Registration number 1981/009610/06 Registration number 1968/008034/06 Share code: PWK Share code: PIK ISIN code: ZAE000005724 ISIN code: ZAE000005443 (“Holdings”) (“Stores”) Finalisation announcement Holdings ordinary shareholders (“Holdings Shareholders”) and Stores ordinary shareholders (“Stores Shareholders”) are referred to the separate announcements released by Stores and Holdings (together the “Pick n Pay Group”) on the stock exchange news service (“SENS”) operated by the JSE Limited (“JSE”) on 25 July 2016 in which both Holdings and Stores announced that all resolutions were passed at their respective general meetings in relation to restructure by the Pick n Pay Group of its existing pyramid control structure and to the Holdings and Stores circulars dated 24 June 2016 relating thereto (“Circulars”), which should be read in its entirety for a full understanding of the restructure detailed below. The restructure comprises the unbundling by Holdings of all the issued ordinary shares in Stores held by Holdings at the time of the unbundling (“Unbundling”) and inextricably linked to and conditional on the Unbundling, a new class of unlisted voting shares in Stores (the “B Shares”) will be created and issued by Stores to Ackerman Investment Holdings Proprietary Limited and other entities related to members of the Ackerman Family (together, “Ackerman Family” or “Controlling Shareholders”). The issue of the B Shares (“B Share Issuance”) is to maintain the effective voting position that the Ackerman Family currently hold in Stores through their shareholding in Holdings. The Unbundling and the B Share Issuance are hereinafter collectively referred to as the “Transaction”. Subsequent to the Unbundling, it was proposed that all of the issued shares of Holdings will be acquired by Stores by way of a scheme of arrangement (the “Scheme”), as contemplated in sections 114 and 115 of the Companies Act 71 of 2008, as amended, (“Companies Act”) and that Holdings will thereafter be delisted from the JSE. Holdings Shareholders and Stores Shareholders are advised that the Takeover Regulation Panel (“TRP”) has issued compliance certificates in terms of section 121(b)(i) of the Companies Act. All conditions precedent to the Transaction and Scheme have therefore been fulfilled and the Transaction and Scheme are now unconditional. As no appraisal rights in terms of section 164 of the Companies Act were exercised by any Holdings Shareholder in terms of the Unbundling or the Scheme prior to or at the general meeting of Holdings Shareholders all dates and times published in the Circulars remain unchanged. The important dates and times applicable to Holdings Shareholders are set out below: 2016 Expected last day to trade in Holdings shares in order to participate in the Unbundling and the Scheme Tuesday, 23 August Holdings shares expected to be suspended on JSE trading system Wednesday, 24 August Holdings Shareholders expected to be able to trade their entitlement to Stores shares Wednesday, 24 August Announcement of specified ratio apportionment and fractional Thursday, 25 August amount payment expected to be released on SENS Expected record date on which Holdings Shareholders must be recorded in the Holdings share register to participate in the Friday, 26 August Unbundling and Scheme Expected Operative Date of the Unbundling and the Scheme Monday, 29 August Dematerialised Holdings Shareholders’ accounts at CSDPs or Monday, 29 August brokers expected to be updated and credited Certificated Holdings Shareholders expected to have their new share certificates and Scheme consideration posted if forms of surrender and transfer have been received by the transfer Monday, 29 August secretaries on or before 12:00 on the record date (see note 2) Expected termination of the listing of Holdings shares at commencement of trade on the JSE Tuesday, 30 August Notes 1. All times shown above are South African local times. 2. Certificated Holdings Shareholders whose Holdings share certificates and duly completed forms of surrender and transfer are received by the transfer secretaries after 12:00 on Friday, 26 August 2016 will have their Scheme consideration transferred to them by electronic funds transfer if they have stipulated a valid bank account for this in the form of surrender and transfer, or failing that posted to them by registered post at their own risk within five business days of such receipt. 3. Certificated Holdings shares may not be dematerialised or rematerialised after Tuesday, 23 August 2016. The important dates and times applicable to Stores Shareholders are set out below: 2016 Expected date on which the B Shares will be issued Monday, 29 August Notes 1. All times shown above are South African local times. By order of the board of directors of Holdings and the board of directors of Stores Cape Town 12 August 2016 Financial Adviser and Merchant Bank to the Controlling Shareholders and Transaction Originator and Coordinator Rand Merchant Bank, a division of FirstRand Bank Limited Legal Adviser to the Controlling Shareholders and Transaction Originator and Coordinator Edward Nathan Sonnenbergs Adviser and Sponsor to Holdings and Stores Investec Bank Limited Legal Adviser to Holdings and Stores Werksmans Incorporated Date: 12/08/2016 11:20:00 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.