PICK N PAY HOLDINGS LIMITED - Announcement in respect of the Unbundling

Announcement in respect of the Unbundling

Pick n Pay Holdings Limited RF
(Incorporated in the Republic of South Africa)
Registration number 1981/009610/06
Share code: PWK
ISIN code: ZAE000005724
(“Holdings”)


Announcement in respect of the Unbundling

Holdings ordinary shareholders (“Holdings Shareholders”) are referred to the joint announcement
released by Holdings and Pick n Pay Stores Limited (“Stores”) on the stock exchange news service
operated by the JSE Limited on 12 August 2016 where Holdings Shareholders were advised that the
unbundling by Holdings of all the issued ordinary shares in Stores (“Stores Shares”) held by Holdings
at the time of the unbundling (“Unbundling”) is unconditional.

Holdings Shareholders are hereby advised of the following:
-    that the entitlement ratio is 48.75216 Stores Shares for every 100 Holdings ordinary shares
     (“Holdings Shares”), being 0.4875216 Stores shares for every 1 Holdings share, held by a
     Holdings Shareholder on record date;
-    that the value applicable in determining the cash payment for the fractional entitlement is the
     weighted average traded price for the day after last day to trade less 10% as prescribed by the
     JSE, being R70.20605, and that the fractional entitlement payment will be subject to dividend
     withholdings tax of 15% to the extent that shareholders do not qualify for the exemption in terms
     of section 64F of the Income Tax Act No 58 of 1962, as amended, resulting in a net cash payment
     based on R59.67514; and
-    that the apportionment ratio in which the expenditure incurred and/or the valuation of Holdings
     shares must be apportioned between the Stores shares received in term of the Unbundling and
     Holdings ordinary shares for South African taxation purposes will announced on or about 31
     August 2016.


THIS ANNOUNCEMENT IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF THE TAX IMPLICATIONS
OF THE UNBUNDLING. IT IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSIDERED TO BE, LEGAL
OR TAX ADVICE. SHAREHOLDERS ARE ADVISED TO CONSULT THEIR OWN PROFESSIONAL TAX
ADVISORS ON THE TAXATION CONSEQUENCES OF THE UNBUNDLING IN BOTH SOUTH AFRICA AND
THEIR JURISDICTION OF RESIDENCE AND THE CALCULATION OF THEIR COSTS FOR TAXATION
PURPOSES.


By order of the Independent Board of Holdings

Cape Town
25 August 2016


Adviser and Sponsor to Holdings
Investec Bank Limited

Legal Adviser to Holdings
Werksmans Incorporated

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