Placement Of Pepkor Shares By Steinhoff International Holdings N.V. And Notice In Terms Of Section 122

Placement Of Pepkor Shares By Steinhoff International Holdings N.V. And Notice In Terms Of Section 122

PEPKOR HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: PPH
Debt Code: PPHI
ISIN: ZAE000247995
("Pepkor", the "company" or the "group")

PLACEMENT OF PEPKOR SHARES BY STEINHOFF INTERNATIONAL HOLDINGS N.V. AND NOTICE IN TERMS OF SECTION 122 OF THE COMPANIES ACT

Shareholders and noteholders are referred to the announcements published on the JSE Limited's
Stock Exchange News Service by Steinhoff International Holdings N.V. ("Steinhoff") on 13 and 14
September 2021, respectively, pertaining to its claims settlement process.

Steinhoff successfully placed 370 million Pepkor ordinary shares indirectly owned by Steinhoff by
way of an accelerated bookbuild launched on 13 September 2021 (the "Placement"). This
represents approximately 9.9% of the total number of issued ordinary shares of Pepkor. The
bookbuild was completed at a price of R19.75 per share, representing a 9.0% discount to the pre-
launch closing share price at market close on 13 September 2021.

Shareholders and noteholders are further advised that, in accordance with paragraph 3.83(b) of
the JSE Limited Listings Requirements and section 122(3) of the Companies Act 71 of 2008, as
amended (the "Act"), the Company received formal notification from Steinhoff that it has, via
Ainsley Holdings Proprietary Limited, decreased its holding in the Company, such that the total
interest in the ordinary shares of Pepkor held by Steinhoff has reduced from 68.2% to 58.3% of
the ordinary issued shares of the Company. Pepkor's public free float will therefore increase from
31.8% to 41.7% as a result, enhancing the overall liquidity of the Pepkor share.

As confirmed by Steinhoff, upon the implementation of the claims settlement in its entirety, it is
expected that Steinhoff's shareholding in Pepkor will reduce to 50.1%. Steinhoff has committed
to maintaining this shareholding for a lockup period of 180 days.

The board of directors of Pepkor accepts responsibility for the information contained in this
announcement as it relates to the company and confirms that, to the best of its knowledge and
belief, such information relating to the company is true and that this announcement does not omit
anything likely to affect the importance of such information.

Parow

15 September 2021

Equity sponsor
PSG Capital

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

Date: 15-09-2021 01:00:00
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