PEPKOR HOLDINGS LIMITED - Results Of The Resolutions Passed By The Shareholders Of The Company In Terms Of Section 60 Of The Companies Act

Results Of The Resolutions Passed By The Shareholders Of The Company In Terms Of Section 60 Of The Companies Act

PEPKOR HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share code: PPH
Debt code: PPHI
ISIN: ZAE000259479
(“Pepkor” or “the Company”)

RESULTS OF THE WRITTEN RESOLUTIONS ADOPTED BY THE SHAREHOLDERS OF THE COMPANY IN TERMS OF SECTION 60 OF THE COMPANIES ACT, NO. 71 OF 2008

Shareholders of the Company (“Shareholders”) are referred to the announcement published
by the Company on SENS on 18 January 2021 (“Prior Announcement”) regarding the
distribution of a circular to Shareholders, pursuant to which written resolutions were submitted
for consideration by the Shareholders in terms of section 60 of the Companies Act , inter alia,
to approve the issue of 70 000 000 new Pepkor shares to certain indirectly wholly-owned
subsidiaries of Steinhoff International Holdings N.V. in terms of section 41(1) of the Companies
Act. Terms written with a capital letter in this announcement bear the meaning ascribed to
them in the Prior Announcement, unless otherwise defined.

The 70 000 000 new Pepkor Consideration Shares represent consideration for the acquisition
of properties currently leased by Pepkor, which are predominantly used by Pepkor’s operating
entities as distribution centres, with one property being used as a corporate head office and
one property being used as a call centre.

Shareholders are advised that the resolutions have been duly adopted in terms of section
60(2) of the Companies Act.

In aggregate 3,464,263,299 shares were voted, representing 94.6% of the total number of
issued shares that were entitled to be exercised in relation to the matter.

The results are summarised below:

 Resolutions:                                       Votes in       Votes            % of votes
                                                    favour of      against the      abstained
                                                    the            resolution
                                                    resolution     as a % of all
                                                    as a % of all  shares
                                                    shares         issued
                                                    issued

Special resolution number 1: Approval of the        89.7%          4.9%             0.0%
issuing of all or some of the Pepkor
Consideration Shares to each or some of the
Steinhoff Subsidiaries

Ordinary resolution number 1: Authority             89.7%          4.9%             0.0%
granted to Directors

The Transaction remains subject to the fulfilment of a number of other conditions precedent
and updates will be provided as required.

Parow
24 February 2021

Equity Sponsor         Debt Sponsor                  Legal Advisor
PSG Capital            Rand Merchant Bank            ENSAfrica
                       (a division of Firstrand
                       Bank Limited)

Date: 24-02-2021 03:00:00
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