PICK N PAY STORES LIMITED - Notice of Financial Assistance in terms of Section 45(5)(a)

Notice of Financial Assistance in terms of Section 45(5)(a)

Pick n Pay Stores Limited
Incorporated in the Republic of South Africa
Registration number: 1968/008034/06
JSE Share Code: PIK
ISIN code: ZAE000005443
("Pick n Pay" or "the Group")

NOTICE OF FINANCIAL ASSISTANCE IN TERMS OF SECTION 45(5)(a)

Notice is hereby given that, in terms of the provisions of section 45(5)(a) of the Companies Act 71 of
2008 (as amended) ("the Companies Act") and pursuant to the special resolution passed at the
previous annual general meeting of the Company held on 19 July 2023, authorising the board of
directors ("the Board") to provide direct and indirect financial assistance to related or inter-related
companies, the Board has adopted resolutions authorising the Company to provide financial assistance
pursuant to written amendment agreements amending the terms of (i) an existing loan agreement
with, amongst others, FirstRand Bank Limited (acting through its Rand Merchant Bank division)
("RMB") for loan facilities of up to the value of R1 billion and (ii) an existing loan agreement with,
amongst others, RMB and a syndicate of other banks for loan facilities of up to the value of R4.5 billion,
the total value of which, together with any previous resolutions to provide financial assistance during
the current financial year, exceed one-tenth of one percent of the Company's net worth.

This updated notice of financial assistance is in respect of the covenant waivers provided by the
Group's long-term lenders in respect of its syndicated and bilateral loan facilities and the renegotiation
of the terms and conditions of that funding.

Prior to authorising the aforementioned financial assistance, the Board considered and satisfied itself,
in terms of section 45 of the Companies Act, that (i) immediately after providing the financial
assistance, the Company would satisfy the solvency and liquidity test as contemplated in section 4 of
the Companies Act, (ii) there has been due compliance with the Company's memorandum of
incorporation, and (iii) the terms of the financial assistance are fair and reasonable to the Company.


By order of the Board
Cape Town
8 March 2024

Sponsor: Investec Bank Limited

Date: 08-03-2024 03:30:00
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