PEPKOR HOLDINGS LIMITED - Voluntary Announcement Relating to Successful Conclusion of the Acquisition of Certain Businesses from Retailability

Voluntary Announcement Relating to Successful Conclusion of the Acquisition of Certain Businesses from Retailability

Pepkor Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share code: PPH
Debt code: PPHI
ISIN: ZAE000259479
LEI: 3789006D677C34F69875
("Pepkor", the "company" or the "group")


VOLUNTARY ANNOUNCEMENT RELATING TO THE SUCCESSFUL CONCLUSION OF THE
ACQUISITION OF CERTAIN BUSINESSES FROM RETAILABILITY

1. INTRODUCTION

Pepkor shareholders and noteholders are referred to the Stock Exchange News Service ("SENS")
of the JSE Limited ("JSE") announcement published on 25 March 2025, wherein the company
advised that it had entered into a transaction agreement to acquire the Legit, Swagga, Style and
Boardmans businesses from Retailability Proprietary Limited ("Retailability") ("Proposed
Transaction").


2. RATIONALE FOR THE TRANSACTION

As stated previously, these businesses will be incorporated into the Pepkor Speciality business
unit, adding significant scale and expanding its product offering in the adult wear market,
especially in womenswear through the Legit brand.

The acquisition of the Swagga and Style businesses will deliver strong synergistic benefits,
accelerating the expansion of the group's store portfolio and further supports Pepkor's ambitions
to grow its share in the adult wear market. The Boardmans online brand, which operates in the
homeware product segment, will be incorporated into the Pepkor Lifestyle business.

Pepkor expects the Proposed Transaction to unlock further incremental value through leveraging
its extensive scale and competencies across the retail value chain, including financial services.
The acquisition will expand Pepkor Speciality's store base beyond 1 000 stores, adding 469 stores
to its existing 979 store base.

CEO of Pepkor Emerging Businesses, Tyrone Vieira, said that "We are delighted to have
successfully concluded this transaction. This marks the beginning of an exciting chapter for these
businesses under the custodianship of Pepkor. As we move into the integration phase, we look
forward to harnessing the strengths of these businesses within the Pepkor Speciality and broader
Pepkor ecosystem".


3. FINAL PURCHASE CONSIDERATION

The final purchase consideration paid amounts to c. R1.7 billion and represents c. 1.7% of
Pepkor's current market capitalisation.


4. FULFILMENT OF CONDITIONS PRECEDENT

The company is pleased to confirm that all conditions precedent for the Proposed Transaction,
as set out in the relevant transaction agreements have now been fulfilled, it being noted that the
approvals from all relevant competition authorities have now been obtained. On the basis that the
Proposed Transaction is now unconditional, the Proposed Transaction was implemented as
envisaged, effective from 2 November 2025.


Parow
4 November 2025

Equity and debt sponsor to Pepkor
Investec Bank Limited

Financial advisor and Corporate Broker to Pepkor
Rand Merchant Bank (a division of FirstRand Bank Limited)

Legal advisor to Pepkor
ENS Africa

Corporate advisor to Retailability
Investec Bank Limited

Legal advisor to Retailability
Cliffe Dekker Hofmeyr


Date: 04-11-2025 07:30:00
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