PICK N PAY STORES LIMITED - Change to aggregate voting rights exercisable by the Ackerman Family Group and B share issue ratio

Change to aggregate voting rights exercisable by the Ackerman Family Group and B share issue ratio

PICK N PAY STORES LIMITED
Registration number: 1968/008034/06
Incorporated in the Republic of South Africa
Share code: PIK
ISIN code: ZAE000005443
("Pick n Pay" or "the Company")

CHANGE TO AGGREGATE VOTING RIGHTS EXERCISABLE BY THE ACKERMAN FAMILY GROUP AND B
SHARE ISSUE RATIO

Pick n Pay shareholders ("Shareholders") are referred to the announcements released on the Stock Exchange News Service of the
JSE Limited ("JSE") and the A2X News Service of the A2X Market on 27 May 2024 and 26 June 2024 regarding, amongst other
matters, the proposed amendment to the terms and conditions attaching to the Pick n Pay B shares ("B Shares") in order to permit
the holders of B Shares ("B Shareholders") to approve, by special resolution, a lower B Share Issue Ratio (as defined in Pick n
Pay's memorandum of incorporation, ("MOI") (being the ratio of the B Shares held by B Shareholders to certain of their Pick n Pay
ordinary shares ("Ordinary Shares")). These amendments were approved at the meeting of Pick n Pay ordinary shareholders and
B Shareholders, respectively, held on 26 June 2024.

Shareholders are also referred to various announcements released by Pick n Pay regarding the fully underwritten renounceable rights
offer ("Rights Offer"), in particular, to the announcement regarding the results of the Rights Offer released on 5 August 2024.

Ackerman Investment Holdings (RF) Proprietary Limited and its related and inter-related persons (as defined in the Companies Act,
2008) (collectively, the "Ackerman Family Group") followed their rights in full in respect of all their Ordinary Shares, being both
Ordinary Shares which are stapled to B Shares (("Stapled Ordinary Shares") and Ordinary Shares which are not stapled to B
Shares ("Unstapled Ordinary Shares"). As the Ackerman Family Group (being the only B Shareholders) followed their rights in
full in respect of their Stapled Ordinary Shares, an "Adjustment Event" (as contemplated in Annexure D to the MOI) occurred,
entitling the B Shareholders (i.e. the Ackerman Family Group) to be issued with such number of additional B Shares as is required
to maintain the B Share Issue Ratio (which immediately prior to the implementation of the Rights Offer was 1.98061 B Shares for
every 1 Stapled Ordinary Share held by the B Shareholders).

Pick n Pay has been informed, further to the announcement of 27 May 2024, that the Ackerman Family Group has agreed to
implement a reduction in the percentage voting rights which it, in aggregate, is able to exercise in Pick n Pay, from 52.00% before
the Rights Offer to 49.00% ("Target Voting Threshold") post the Rights Offer. The 3.00% reduction in voting rights has been
undertaken to support Pick n Pay in its transformation. Having regard to the number of Ordinary Shares (both Stapled and Unstapled)
held by the Ackerman Family Group post the Rights Offer, the number of new B Shares required to be issued to achieve the Target
Voting Threshold post the Rights Offer results in an adjusted B Share Issue Ratio of 1.64254 B Shares for every 1 Stapled Ordinary
Share held by B Shareholders post the Rights Offer ("Adjusted B Share Issue Ratio"). The B Shareholders unanimously approved
the Adjusted B Share Issue Ratio by written resolution adopted on 8 August 2024.

By order of the Board
Cape Town
12 August 2024

Transaction Sponsor:
Rand Merchant Bank
(a division of FirstRand Bank Limited)

Date: 13-08-2024 07:05:00
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