BOXER RETAIL LIMITED - Termination of stabilisation activities and exercise of the overallotment option

Termination of stabilisation activities and exercise of the overallotment option

Boxer Retail Limited
(formerly Boxer Retail Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2024/392006/06)
JSE and A2X share code: BOX
ISIN: ZAE000339891
(the "Company" or "Boxer")

TERMINATION OF STABILISATION ACTIVITIES AND EXERCISE OF THE OVERALLOTMENT OPTION

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO ANY PERSON IN ANY
JURISDICTION TO SELL OR ISSUE OR AN OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITY,
NOR SHALL THERE BE ANY SALE, ISSUANCE, TRANSFER OR DELIVERY OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF
APPLICABLE LAW, OR WHERE FURTHER ACTION IS REQUIRED FOR SUCH PURPOSE.

Unless otherwise stated, capitalised terms used in this announcement have the same meaning
given in the Company's pre-listing statement issued and made available on the Company's investor
relations website at www.boxerinvestor.co.za and on the investor relations website of Pick n Pay
Stores Limited at www.picknpayinvestor.co.za on Monday, 11 November 2024 (the "Pre-listing
Statement").

Shareholders are advised that, as set out in the Pre-listing Statement and the announcement released by
the Company on Monday, 25 November 2024 (the "Pricing Announcement"), the Company granted Rand
Merchant Bank (a division of FirstRand Bank Limited), as stabilisation manager (the "Stabilisation
Manager") the Overallotment Option, which entitled the Stabilisation Manager to call for the Company to
issue up to 9,259,259 Ordinary Shares at the Offer Price (representing an aggregate amount of ZAR500
million), in connection with any Stabilisation potentially required to support the market price of the Ordinary
Shares to the extent it fell below the Offer Price during the Stabilisation Period.

The Company would like to inform Shareholders that Stabilisation has not been undertaken by the
Stabilisation Manager as Ordinary Shares have traded consistently above the Offer Price since Admission
and it is currently not anticipated that Stabilisation will be required given the current performance of the
Ordinary Shares. Accordingly, the Stabilisation Manager has consulted with the Company and determined,
with the consent of the Company, that no Stabilisation transactions will be effected from the date of this
announcement.

In connection with the aforementioned discontinuation and cessation of Stabilisation, the Stabilisation
Manager has elected to exercise the Overallotment Option for the total subscription consideration of
ZAR500 million to close out its short position resulting from overallotments under the Offer to settle its
redelivery obligations under the Securities Lending Agreement as outlined in the Pre-listing Statement.
Following the implementation of the Overallotment Option, the final size of the Offer will be ZAR8.5 billion
and the Company's total issued share capital will comprise 457,407,408 Ordinary Shares and Pick n Pay
will hold 300,000,000 Ordinary Shares (representing 65.6% of the total issued share capital of the
Company) as outlined in the Pricing Announcement.

10 December 2024
Durban

Joint Global Coordinators and Joint Bookrunners
Rand Merchant Bank (a division of FirstRand Bank Limited)
Morgan Stanley & Co. International plc
Absa Bank Limited, acting through its Corporate and Investment Banking division
The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking division

Sponsor and Stabilisation Manager
Rand Merchant Bank (a division of FirstRand Bank Limited)

South African legal adviser to the Company
Bowman Gilfillan Inc. t/a Bowmans

International legal adviser to the Company
Milbank LLP

South African legal adviser to Joint Global Coordinators and Joint Bookrunners
Webber Wentzel

International legal adviser to Joint Global Coordinators and Joint Bookrunners
Linklaters LLP

DISCLAIMER

Shareholders are referred to the Pricing Announcement for the full disclaimers which apply mutatis
mutandis to this announcement (including the information contained herein) and are incorporated by
reference in full in this announcement, as if specifically stated.

Date: 10-12-2024 01:45:00
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