Pepkor : Acquisition Of Securities And The Acceptance Of Share Rights In Terms Of The Pepkor Executive Share Rights Scheme

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")

ACQUISITION OF SECURITIES AND THE ACCEPTANCE OF SHARE RIGHTS IN TERMS OF THE PEPKOR HOLDINGS LIMITED EXECUTIVE SHARE RIGHTS SCHEME ("THE SCHEME")

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited ("JSE") Listings Requirements and paragraphs 6.42 to 6.53 of the JSE Debt Listings Requirements, the following information regarding the acquisition of securities and the acceptance of share rights granted under the Scheme is disclosed:

ACQUISITION OF SECURITIES

NAMES OF DIRECTORS	LM Lourens	[1]
	RG Hanekom	[2]
	JL Hamman	[3]
NAMES OF ASSOCIATES	Leon Lourens Beleggings (Pty) Ltd	[1]
	LM Hamman	[4]
RELATIONSHIP OF ASSOCIATES WITH	Director is a director and shareholder [1]
DIRECTORS	of the associate
	Spouse of a director of a	[4]
	major subsidiary
COMPANY OF WHICH A DIRECTOR	Pepkor Holdings Limited	[1 - 2]
	Pepkor Trading (Pty) Limited	[3]
	(a major subsidiary of the Company)
DIRECTOR STATUS: EXECUTIVE/NON-	Executive	[1 - 3]
EXECUTIVE
TYPE AND CLASS OF SECURITIES	Ordinary shares	[1 - 4]
NATURE OF TRANSACTION	Acquisition of ordinary shares	[1 - 4]
	through the vesting of awards
	in terms of the Scheme
	(off-market transaction)
DATE OF AWARD	1 March 2019	[1 - 4]
DATE OF VESTING	1 March 2022	[1 - 4]
DATE OF TRANSACTION	10 March 2022	[1 - 4]

DEEMED PRICE PER SHARE	R20.25	[1 - 4]
	(closing price on 10 March 2022)
NUMBER OF SECURITIES ACQUIRED	406 274	[1]
AFTER SETTLEMENT OF TAX	273 327	[2]
	194 939	[3]
	82 593	[4]
DEEMED TOTAL RAND VALUE OF	R8 227 048.50	[1]
SECURITIES ACQUIRED NET OF TAX	R5 534 871.75	[2]
	R3 947 514.75	[3]
	R1 672 508.25	[4]
NATURE AND EXTENT OF INTEREST IN	Indirect, beneficial	[1]
THE TRANSACTION	Direct, beneficial	[2 - 4]
ACCEPTANCE OF SHARE RIGHTS
NAMES OF DIRECTORS AND COMPANY	LM Lourens	[1]
SECRETARY	RG Hanekom	[2]
	JL Hamman	[3]
	M Allie	[4]
NAME OF ASSOCIATE	LM Hamman	[5]
RELATIONSHIP OF ASSOCIATE WITH	Spouse of a director of a	[5]
DIRECTOR	major subsidiary
COMPANY OF WHICH A DIRECTOR	Pepkor Holdings Limited	[1 - 2]
	Pepkor Trading (Pty) Limited	[3]
	(a major subsidiary of the Company)
DIRECTOR STATUS: EXECUTIVE/NON-	Executive	[1 - 3]
EXECUTIVE
TYPE AND CLASS OF SECURITIES	Share rights to ordinary	[1 - 5]
	shares in the company granted
	in terms of the Scheme
NATURE OF TRANSACTION	Acceptance of share rights in	[1 - 5]
	terms of the Scheme
	(off-market transaction)
DATE OF AWARD OF SHARE RIGHTS	1 March 2022	[1 - 5]
DATE OF ACCEPTANCE OF SHARE	11 March 2022	[1 - 5]
RIGHTS
PRICE AT WHICH SHARE RIGHTS	Zero cost	[1 - 5]
AWARDED
NUMBER OF SHARE RIGHTS ACCEPTED	794 522	[1]
	533 819	[2]
	402 227	[3]

	235 874	[4]
	235 874	[5]
TOTAL RAND VALUE OF SHARE RIGHTS	R16 089 070.50	[1]
ACCEPTED BASED ON THE CLOSING	R10 809 834.75	[2]
SHARE PRICE OF R20.25 ON 10 MARCH	R8 145 096.75	[3]
2022	R4 776 448.50	[4]
	R4 776 448.50	[5]
VESTING DATE OF SHARE RIGHTS	The share rights are subject to a	[1 - 5]
	three year performance period
	and shall vest on the third anniversary
	of the award date subject to
	the achievement of
	performance criteria
NATURE AND EXTENT OF INTEREST IN	Direct, beneficial	[1 - 5]
THE TRANSACTION

Clearance for the above was obtained in terms of paragraph 3.66 of the JSE Limited Listings Requirements.

Parow

11 March 2022

Equity Sponsor

PSG Capital

Debt Sponsor and corporate broker

Rand Merchant Bank (A division of FirstRand Bank Limited)