PEPKOR HOLDINGS LIMITED - Disclosure of disposal of securities

Disclosure of disposal of securities

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”)

DISCLOSURE OF DISPOSAL OF SECURITIES

In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008, as amended, and
paragraph 3.83(b) of the JSE Limited Listings Requirements, shareholders are hereby advised
that on 9 February 2023 the Company received formal notification in the prescribed form from
Ainsley Holdings Proprietary Limited (“Ainsley Holdings”), an indirect wholly owned
subsidiary of Steinhoff International Holdings N.V. (the “Steinhoff Group”), that Ainsley
Holdings has reduced its beneficial interest in the issued ordinary share capital of the
Company, such that the total beneficial interest held by Ainsley Holdings amounts to 41.992%
of the Company’s issued ordinary share capital.

Steinhoff Group launched an accelerated bookbuild of 240 million Pepkor shares on 8
February 2023 (the “placing”). Following strong demand from investors, the size of the placing
was increased to 265 million Pepkor shares and the placing remained significantly
oversubscribed. The final placing represents approximately 7.2% of the total Pepkor shares
in issue.

Following the placing, the Steinhoff Group now holds 43.898% of the issued shares (through
Ainsley Holdings and other subsidiaries) in Pepkor. As a result, the Steinhoff Group no longer
has a controlling stake in Pepkor. Pepkor’s free float has increased to 56.1%.

The requisite notice in terms of section 122(3)(a) of the Companies Act has been filed with the
Takeover Regulation Panel. The board of the Company accepts responsibility for the
information contained in this announcement and confirms that, to the best of its knowledge
and belief, such information accurately reflects the information contained in the TRP 121.1
form received by the Company from Ainsley Holdings.

Parow
13 February 2023

Equity Sponsor
PSG Capital

Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Date: 13-02-2023 11:00:00
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