PEPKOR HOLDINGS LIMITED - Dealings in Company Shares Acceptance of Grant of Share Rights to Directors and appointment to committee

Dealings in Company Shares – Acceptance of Grant of Share Rights to Directors and appointment to committee

   Pepkor Holdings Limited
   (Previously Steinhoff Africa Retail Limited)
   (Incorporated in the Republic of South Africa)
   (Registration number: 2017/221869/06)
   Share Code: PPH
   ISIN: ZAE000259479
   (“Pepkor” or the “Company”)

   DEALINGS IN COMPANY SHARES – ACCEPTANCE OF GRANT OF SHARE RIGHTS TO
   DIRECTORS AND ADDITIONAL APPOINTMENT TO THE HUMAN RESOURCES AND
   REMUNERATION COMMITTEE

1. Share right grant

   In compliance with rules 3.63 to 3.74 of the JSE Limited Listings Requirements, shareholders
   are advised of the following acceptances of off-market grants of share rights over ordinary
   shares in Pepkor (“Pepkor Shares”) to certain executive directors of Pepkor and of its major
   subsidiaries in terms of the Pepkor Long Term Performance Share Rights Scheme (“the FY18
   Grant”).

   The following information is disclosed in respect of the FY18 Grant:

      1. The share rights shall mature on the third anniversary of the grant date, i.e. during
         March 2021, and vesting is subject to the achievement of relevant performance criteria.
      2. The rights are for Pepkor Shares and will expire after the maturity date if the rights
         have not vested.
      3. The following number of share rights were granted, and accepted by the below-
         mentioned executive directors (direct beneficial) at no value per Pepkor Share on 
         1 March 2018:

             Name of director           Number of share rights             Value (R’000)***
                                                  granted

    LM Lourens*                                 570 244                         11 639

    RG Hanekom*                                 390 244                          7 965

    JL Hamman**                                 317 073                          6 471

         *     Director of Pepkor Holdings Ltd

        **     Director of Pepkor Trading (Pty) Ltd

       ***     Based on the closing price per Pepkor Share, amounting to R20.41 on 1 March 2018
   
   The grant of the share rights has taken place in terms of the rules of the Pepkor
   Performance Share Rights Scheme and accordingly, no clearance as contemplated in Rule
   3.66 of the Listings Requirements, is required.

2. Human resources and remuneration committee appointment

   In accordance with paragraph 3.59(c) of the Listings Requirements, shareholders are advised
   that Mr Pieter Erasmus, a non-executive director of the Company, has been appointed as a
   member of the human resources and remuneration committee effective 23 November 2018.


   By order of the Board

   Parow
   26 November 2018

   Sponsor:
   PSG Capital

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