Choppies Enterprises Limited (Incorporated in Botswana) (Registration number 2004/1681) JSE share code: CHP ISIN BW0000001072 (“Choppies” or the “Company”)

PRE-LISTING STATEMENT

This Pre-listing Statement relates to (i) a private placement by way of an offer for subscription by Choppies to raise approximately R570 million, and a concurrent offer for sale by existing shareholders of the Company (the “Selling Shareholders”), of up to 277 420 758 Offer Shares (the “Offer”) and (ii) the secondary inward listing of the Ordinary Shares on the main board of the securities exchange operated by the JSE Limited (the “JSE”). The Offer Shares comprise up to 117 420 758 new Subscription Shares and up to 160 000 000 existing Sale Shares. This Pre-listing Statement is not an invitation to the general public to subscribe for or purchase the Offer Shares, but is issued in compliance with the Listings Requirements for information purposes. The price payable for each Offer Share (the “Offer Price”) will be determined by way of a bookbuild, managed by the Bookrunner on behalf of Choppies and the Selling Shareholders. If the Directors in their discretion determine that it would not be advisable to proceed with the Offer, then the Company shall not be obliged to proceed with the Offer. As at the Last Practicable Date, the closing price per Ordinary Share on the BSE was P4.04 (equivalent to ZAR 4.89). There is no minimum capital requirement to be realised by the Offer. The Offer Shares will be issued in dematerialised form only and, accordingly, no physical Documents of Title will be issued or delivered to successful applicants. The Offer Shares will rank pari passu with all other Ordinary Shares in issue. The BSE granted the Company a listing of all of its issued Ordinary Shares on the main board of the BSE under share code: “CHOPPIES” and ISIN BW0000001072, with effect from 26 January 2012. The Company’s primary listing on the BSE is in compliance with the Botswana Companies Act, the BSE Listings Requirements and the Botswana Stock Exchange Act. The JSE has granted Choppies a secondary inward listing in respect of up to 1 291 628 341 Ordinary Shares (the “Listing”) in the “Food Retailers and Wholesalers” sector of the main board of the JSE under the abbreviated name “CHOPPIES”, share code “CHP” and ISIN: BW0000001072, subject to the fulfilment of the conditions precedent set out in paragraph 12 of Section 2 below. The Listing is expected to be effective from the commencement of business on Wednesday, 27 May 2015. At the Listing Date, Choppies’ Stated Capital will comprise up to 1 291 628 341 Ordinary Shares. The Subscription Shares will represent up to 10% of Choppies’ issued Ordinary Shares prior to the Offer. The Sale Shares will represent up to 14% of Choppies’ issued Ordinary Shares prior to the Offer. All of the Company’s classes of shares are of no par value and, accordingly, the Company does not have a share premium account. The total value of the Stated Capital prior to the Offer is P421 474 313. The Company does not have any treasury shares. The Offer is not an offer to the public as contemplated in the Companies Act or the Botswana Companies Act and, accordingly, no prospectus will be issued or registered in respect of the Offer. The Offer will only be made to Offerees, who, subject to certain conditions, comprise selected institutional investors in South Africa (within the ambit of section 96(1)(a) of the Companies Act), to selected institutional investors in Botswana (within the ambit of section 297(a) of the Botswana Companies Act) and to selected institutional investors in other jurisdictions, subject to certain conditions. If you are not such a person, you should not have received this document and, accordingly, should return this document as soon as possible and take no other action. Any investment or investment activity to which this document relates is only available to such persons as are referred to above. By accepting receipt of this document, each recipient is deemed to confirm, represent and warrant to Choppies, the Selling Shareholders and the Bookrunner that it is a person to whom this document can be lawfully distributed. The subscription for, and/or purchase of, Offer Shares involves risks. Investors are referred to the section entitled “Risk Factors” in Section 4 of this Pre-listing Statement. See the section entitled “Important Legal Notices” on page 3 of this Pre-listing Statement for more information. All times referred to in this Pre-listing Statement are times in South Africa and may be amended. The Offer is subject to the conditions set out in paragraph 12 of Section 2 “Particulars of the Offer” below. The Directors of Choppies, whose names are set out below in the section entitled “Corporate Information and Advisers” of this Pre-listing Statement, collectively and individually, accept full responsibility for the accuracy of the information contained herein pertaining to the Group and its business and certify that to the best of their knowledge and belief, there are no facts that have been omitted that would make any statement in this Pre-listing Statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that this Pre-listing Statement contains all information required by the Listings Requirements.

Bookrunner and JSE Sponsor Independent Reporting Botswana Legal Counsel to Accountants Choppies

South African Legal Counsel to BSE Sponsoring Broker International Legal Counsel to Choppies the Bookrunner

Communications Adviser to Choppies

Choppies will not receive any proceeds from the Sale Shares to be sold by the Selling Shareholders. The Independent Reporting Accountants, whose reports are contained in this Pre-listing Statement, have given, and have not withdrawn, prior to the date of this Pre-listing Statement, their written consent to the inclusion of their reports in the form and context in which they appear. Each of the Company’s advisers, whose name appears on this cover page section of this Pre-listing Statement, has consented in writing to act in the capacities stated and to its name appearing in this Pre-listing Statement, and has not withdrawn its consent prior to the publication of this Pre-listing Statement. This Pre-listing Statement is only available in English and copies may be obtained from 09:00 on Monday, 11 May 2015 until Wednesday, 20 May 2015 from Choppies, the JSE Sponsor and the JSE Transfer Secretaries at their respective physical addresses which appear in the “Corporate Information and Advisers” section of this Pre-listing Statement. The Pre-listing Statement will also be available on the Company’s website (www.choppies.co.bw). An abridged version of this Pre-listing Statement will be published on SENS and X-News on Monday, 11 May 2015 and in the South African press and the Botswana press on Tuesday, 12 May 2015. The definitions and interpretations commencing on page 1 3 of this Pre-listing Statement apply throughout this Pre-listing Statement.

Date of issue: Monday, 11 May 2015 CORPORATE INFORMATION AND ADVISERS

Directors Executive directors Non-execuive directors Farouk Essop Ismail (Group Deputy Chairman) His Excellency Festus Gontebanye Mogae, Ramachandran Ottapathu (Group CEO)Former President of the Republic of Botswana Manikandan Madakkavil (Group CFO) (Group Chairman) Peter Walther Baird Dorcas Ana Kgosietsile Robert Neil Matthews Sydney Alan Muller

Registered Office Physical Address Choppies Enterprises Limited Choppies Enterprises Limited (Registration number 2004/1681) (Registration number 2004/1681) Plot 115, Unit 5, Kgale Mews Plot 169, Gaborone International Commerce Park Kgale Hill Gaborone Gaborone Botswana Botswana (Private Bag 00278, Gaborone, Botswana) (PO Box 406, Botswana)

Date of incorporation: 19 January 2004 Place of incorporation: Botswana

Company Secretary of Choppies JSE Transfer Secretaries Corporate Services (Proprietary) Limited Computershare Investor Services Registration number 85/822 (Proprietary) Limited Plot 115, Unit 5, Kgale Mews Registration number 2004/003647/07 Kgale Hill Ground Floor Gaborone 70 Marshall Street Botswana Johannesburg, 2001 (PO Box 406, Gaborone, Botswana) South Africa (PO Box 61051, Marshalltown, 2107)

Bookrunner and JSE Sponsor South African Legal Counsel to Choppies Rand Merchant Bank Webber Wentzel a division of FirstRand Bank Limited 10 Fricker Road (Registration number 1929/001225/06) Illovo Boulevard 1 Merchant Place Illovo Corner Fredman Drive and Rivonia Road Johannesburg, 2196 Sandton South Africa Johannesburg, 2196 (PO Box 61771, Marshalltown, 2107) South Africa (PO Box 786273, Sandton, 2146)

Botswana Legal Counsel to Choppies International Legal Counsel to the Bookrunner Collins Newman and Co Linklaters LLP Dinatla Court, Plot 4863 1 Silk Street Gaborone London, EC2Y 8HQ Botswana United Kingdom (PO Box 882, Gaborone, Botswana)

Independent Reporting Accountants Communications Advisers to Choppies KPMG Inc Instinctif Partners KPMG Crescent The Firs 85 Empire Road 302, 3rd Floor Parktown Corner Cradock and Bierman Avenues Johannesburg, 2192 Rosebank South Africa Johannesburg, 2196 South Africa

1 Botswana Sponsoring Broker BSE Transfer Secretaries Motswedi Securities (Proprietary) Limited Grant Thornton Business Services (Proprietary) Limited Plot 113, Unit 30, Kgale Mews Plot 50370, Acumen Park Fairgrounds Gaborone Gaborone Botswana Botswana (P/Bag 00223, Gaborone, Botswana) (PO Box 1157, Gaborone, Botswana)

Commercial Bankers to Choppies Primary Commercial Banker in South Africa Standard Bank Limited Rustenburg Branch Platinum Regional Business Centre 121 Church Street Rustenburg North West Province South Africa Tel: +27 14 591 6052

Primary Commercial Bankers in Botswana Barclays Bank of Botswana Limited Standard Chartered Bank Botswana Limited Plot 74358, Building 4, Prime Plaza 6th Floor, Standard Chartered House Central Business District Queens Road Gaborone Gaborone Botswana Botswana Tel: +267 395 2041/+267 3633900 Tel: +267 360 1535 Fax: +267 397 1373 Fonenet: 2267 1535 Fax: +267 397 5289

2 IMPORTANT LEGAL NOTICES

The defi nitions and interpretations commencing on page 1 3 of this Pre-listing Statement apply in this section and throughout this Pre-listing Statement.

SPECIAL NOTE WITH REGARD TO THE OFFER This Pre-listing Statement does not constitute or represent an offer to the public. It relates only to an offer for subscription and an offer for sale to the Offerees to whom the Offer will specifi cally be addressed, and is only addressed to and capable of acceptance by persons to whom the Offer may lawfully be made. In addition, this document is not a prospectus and will not be registered as a prospectus or registered at all with the Commission or with any regulator in any other jurisdiction. The Offer will only be made to Offerees, who, subject to certain conditions, comprise selected institutional investors in South Africa (within the ambit of section 96(1)(a) of the Companies Act), selected institutional investors in Botswana (within the ambit of section 297(a) of the Botswana Companies Act) and to selected institutional investors in other jurisdictions, subject to certain conditions. The Offer and the distribution of this Pre-listing Statement in jurisdictions other than South Africa may be restricted by law, and a failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this Pre-listing Statement and the Offer do not constitute an offer to issue or sell, or an invitation to purchase, or the solicitation of an offer to buy, any securities in, into or from any jurisdiction in which such offer or solicitation would be unlawful, including, without limitation, in, into or from any Affected Jurisdiction. To the extent that this Pre-listing Statement may be sent to any Affected Jurisdiction, it is provided for information purposes only. Persons in Affected Jurisdictions may not accept the Offer. No person accepting the Offer should use the mail of any such Affected Jurisdiction nor any other means, instrumentality or facility in such Affected Jurisdiction for any purpose, directly or indirectly, relating to the Offer. Persons into whose possession this Pre-listing Statement comes must inform themselves about and observe any such restrictions. Save as specifi cally set out herein, no actions have been taken, or will be taken, that would permit a public offering of Offer Shares to occur outside South Africa. Prospective investors should not treat the contents of this Pre-listing Statement as advice relating to legal, taxation, investment or any other matters and should consult their own professional advisers concerning the consequences of their acquiring, holding or disposing of Offer Shares. Prospective investors should inform themselves as to: • the legal requirements within their own countries for the purchase, holding, transfer or disposal of Offer Shares; • any foreign exchange restrictions applicable to the purchase, holding, transfer or disposal of Offer Shares which they might encounter; and • the income and other tax consequences which may apply to them as a result of the purchase, holding, transfer or disposal of Offer Shares. Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, and not those of the Company, as to legal, tax, investment or any other related matters concerning the Company and an investment therein. The information contained in this Pre-listing Statement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, No. 37 of 2002 and should not be construed as an express or implied recommendation, guidance or proposal that any particular transaction in respect of the Offer Shares is appropriate to the particular investment objectives, fi nancial situations or needs of a prospective investor.

USA The Offer Shares have not been and will not be registered under the US Securities Act and, subject to certain exceptions, may not be, and are not being, offered or sold within the USA. Outside the USA, the Offer Shares are being offered and sold in reliance upon Regulation S and have not been, nor will they be, registered under the US Securities Act, or any securities laws of any state of, or other jurisdiction in, the USA. This Pre-listing Statement may not be distributed or forwarded in or into the USA. Each subscriber or purchaser of Offer Shares will be deemed to have represented and agreed that it has received a copy of this Pre-listing Statement and such other information as it deems necessary to make an informed investment decision and that:

3 • it is aware that the sale of the Offer Shares to it is being made in reliance on an exemption from the registration requirements of the US Securities Act, or in a transaction not subject to the registration requirements of the US Securities Act, and that such Offer Shares have not been and will not be registered under the US Securities Act, or with any securities laws of any state of, or other jurisdiction in, the USA; • it is located outside the USA (within the meaning of Regulation S) and is subscribing for the Offer Shares in an “offshore transaction” (as defined in Regulation S), or, if it is unable to make such representation, it has provided such written representations and warranties as to its identity and investor status as Choppies may reasonably require; • it is not an affiliate of Choppies or a person acting on behalf of such affiliate; • it is aware of the restrictions on the sale of the Offer Shares pursuant to Regulation S described in this Pre-listing Statement; and • prior to the expiration of the distribution compliance period, it will not offer, sell, pledge or otherwise transfer the Offer Shares except in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S or pursuant to another exemption from the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any state of the USA. Until 40 days after the commencement of the Offer, an offer, sale or transfer of the Offer Shares within the USA by a dealer (whether or not participating in the Offer) may violate the registration requirements of the US Securities Act.

EEA This Pre-listing Statement has been prepared on the basis that all offers of the Offer Shares will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the EEA, from the requirement to produce a prospectus for offers of the Offer Shares. Accordingly, any person making or intending to make any offer within the EEA of Offer Shares which are the subject of the Offer should only do so in circumstances in which no obligation arises for Choppies or the Bookrunner or any other person to produce a prospectus for such offer. Neither Choppies nor the Bookrunner nor any other person have authorised, nor do they authorise, the making of any offer of Offer Shares through any fi nancial intermediary, other than offers made by the Bookrunner that constitute the fi nal placement of Offer Shares contemplated in this Pre-listing Statement. In relation to each Relevant Member State, an offer to the public of any Offer Shares which is the subject of the Offer contemplated by this Pre-listing Statement may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any Offer Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: • to any legal entity that is a qualified investor as defined in the Prospectus Directive; • by the Bookrunner to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Sponsor; or • in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Offer Shares shall require Choppies or the Bookrunner to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive and each person who initially acquires any Offer Shares or to whom any offer is made will be deemed to have represented, warranted and agreed with Choppies, the Selling Shareholders and the Bookrunner that it is a qualifi ed investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any Offer Shares being offered to a fi nancial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such fi nancial intermediary will be deemed to have represented, acknowledged and agreed that the Offer Shares acquired by it in the Offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Offer Shares to the public in a Relevant Member State prior to the publication of a prospectus in relation to the Offer Shares which has been approved by the competent authority in that relevant member state or, where appropriate, approved in another Relevant Member State and notifi ed to the competent authority in the Relevant Member State, all in accordance with the Prospectus Directive, other than their offer or resale to qualifi ed investors (as defi ned in the Prospectus Directive) or in circumstances in which the prior consent of the Bookrunner has been obtained to each such proposed offer or resale. For the purposes of this legal notice, the expression an “offer to the public” in relation to any Offer Shares in any Relevant Member State means the communication in any form and by any means of suffi cient information on the terms of the Offer and any Offer Shares to be offered so as to enable an investor to decide to subscribe for any Offer Shares, as the same may be varied in that Member State by any measure implementing the

4 Prospectus Directive in that Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

UNITED KINGDOM In the United Kingdom, this Pre-listing Statement has not been approved by an authorised person and is directed only at, and addressed solely to, persons who (i) are qualifi ed investors, as defi ned in the Prospectus Directive, who have professional experience in matters relating to investments and who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and/or are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (ii) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as “Relevant Persons”). This Pre-listing Statement is directed only at Relevant Persons and must not be acted on or relied upon in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this Pre-listing Statement relates is available in the United Kingdom only to Relevant Persons and will be engaged in only with such persons.

BOTSWANA This Pre-listing Statement does not constitute an offer to the public for the sale of, or subscription for, shares as defi ned in Part XXII of the Botswana Companies Act or otherwise and will not be distributed to any person in Botswana in any manner which could be construed as an offer to the public in terms of Part XXII of the Botswana Companies Act. This Pre-listing Statement is not a prospectus registered and/or issued in terms of Part XXII of the Botswana Companies Act.

BSE DISCLAIMER Prospective investors in the Ordinary Shares of Choppies, as with any other listed company, should ensure that they fully understand the nature of the Company’s operations, its valuation and the extent of their exposure to risks, and that they consider the suitability of the Company’s Ordinary Shares as an investment in light of their own circumstances and fi nancial position. The BSE’s approval of the admission of the Company’s securities on the JSE should not be taken in any way as an indication of the merits of the Company. The BSE has not verifi ed the accuracy and truth of the contents of the documentation submitted to it and, the BSE accepts no liability of whatever nature for any loss, liability, damage or expense resulting directly or indirectly from the investment in the said securities.

5 FORWARD-LOOKING STATEMENTS

This Pre-listing Statement contains statements about Choppies that are or may be forward-looking statements. All statements, other than statements of historical fact, are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the retail industry; cash costs; operating results; growth prospects and outlook for operations, individually or in the aggregate; liquidity, capital resources and expenditure; and the outcome and consequences of any pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather refl ect current expectations concerning future results and events and generally may be identifi ed by the use of forward looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases. Examples of forward-looking statements include statements regarding a future fi nancial position or future profi ts, cash fl ows, corporate strategy, estimates of capital expenditures, acquisition strategy, or future capital expenditure levels, and other economic factors, such as, amongst other things, interest and exchange rates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Choppies cautions that forward-looking statements are not guarantees of future performance. Actual results, fi nancial and operating conditions, liquidity and the developments within the industry in which Choppies operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Pre-listing Statement. All these forward-looking statements are based on estimates and assumptions, all of which estimates and assumptions, although Choppies may believe them to be reasonable, are inherently uncertain and are inherently subject to signifi cant business, economic and competitive uncertainties and contingencies. Such estimates, assumptions or statements may not eventuate. Many factors (including factors not yet known to Choppies, or not currently considered material), could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those estimates, statements or assumptions. Such factors include, but are not limited to: general economic and business conditions in Botswana, South Africa, Zimbabwe and internationally; infl ation, defl ation and interest rates; fl uctuations in exchange rates, stock markets and currencies; the ability to access suffi cient funding to meet Choppies’ liquidity needs; natural and other disasters, adverse weather and similar contingencies outside Choppies’ control; inadequate or failed internal or external processes, people and systems; terrorist acts and other acts of war or hostility and responses to those acts; geopolitical, pandemic or other such events; changes in laws, regulations, taxation, accounting standards or practices; regulatory capital or liquidity requirements and similar contingencies outside Choppies’ control; the policies and actions of Governmental or regulatory authorities in South Africa, Botswana, Zimbabwe or elsewhere; the ability to attract and retain senior management and other employees; the extent of any future impairment charges or writedowns caused by depressed asset valuations, market disruptions and illiquid markets; market relating trends and developments; exposure to regulatory scrutiny, legal proceedings, regulatory investigations or complaints; changes in competition and pricing environments; the actions of competitors; and the success of Choppies in managing the risks of the foregoing. Shareholders should keep in mind that any forward-looking statement made in this Pre-listing Statement or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of Choppies or other matters to which such forward looking statements relate, not to develop as expected, may emerge from time to time, and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results or matters to differ materially from those contained in any forward-looking statement are not known. Choppies has no duty, and does not intend, to update or revise the forward-looking statements contained in this Pre-listing Statement after the date of this Pre-listing Statement, except as may be required by law or regulation.

PRESENTATION OF FINANCIAL INFORMATION Choppies presents its fi nancial statements in Botswana Pula (P). The Company’s fi nancial year ends on 30 June. The audited annual fi nancial statements of the Company contained in this Pre-listing Statement have been prepared in accordance with IFRS. Choppies’ audited annual fi nancial statements for the years ended 30 June 2014, 30 June 2013 and 30 June 2012 are presented in Annexure 1. Choppies’ consolidated interim fi nancial statements for the 6 month periods ended 31 December 2014 and 31 December 2013 are presented in Annexure 2. The interim fi nancial statements for the period ended 31 December 2014 have been reviewed by the Reporting Accountants. The interim fi nancial statements for the period ended 31 December 2013 are included for comparative purposes and have been reviewed by the Reporting Accountants.

6 The pro forma statements of fi nancial position at 31 December 2014 and statement of comprehensive income for the 6 months ended 31 December 2014, (refer Annexure 4) were prepared to show the impact of the Offer as if it had occurred on 1 July 2014, for the purposes of the pro forma statement of comprehensive income and on 31 December 2014 for the purposes of the pro forma statement of fi nancial position.

STATED CAPITAL As at the Last Practicable Date, Choppies’ Stated Capital comprised 1 174 207 583 Ordinary Shares. The Botswana Companies Act has dispensed with the requirement of authorised and issued share capital, replacing these with a singular concept of “Stated Capital”. Choppies’ Stated Capital effectively represents the total of all amounts received by it or due and payable by it in respect of the issue of its Ordinary Shares. As at the Last Practicable Date, the value of the Stated Capital of Choppies was P421 474 313.

EXCHANGE RATE INFORMATION1 Unless otherwise stated in this Pre-listing Statement, the exchange rates used in this Pre-listing Statement are the exchange rates on the Last Practicable Date: ZAR/P 1.21 P/USD 9.75

The following table sets out the period end, average, high and low exchange rates at South African Rand per Pula for each period: Year Period end Average rate High Low 2012 1.090 1.077 1.114 1.046 2013 1.196 1.148 1.201 1.091 2014 1.217 1.209 1.239 1.190 2015 (through 30 April)1.212 1.211 1.230 1.192

The following table sets out the period end, average, high and low exchange rates at Pula per United States Dollar for each period: Year Period end Average rate High Low 2012 7.776 7.621 8.039 7.123 2013 8.718 8.399 8.772 7.800 2014 9.515 8.978 9.551 8.651 2015 (through 30 April)9.747 9.754 10.121 9.479

1 Bank of Botswana website (www.bankofbotswana.bw)

7 TABLE OF CONTENTS

Page CORPORATE INFORMATION AND ADVISERS 1 IMPORTANT LEGAL NOTICES 3 FORWARD-LOOKING STATEMENTS 6 SUMMARY 10 IMPORTANT DATES AND TIMES 12 DEFINITIONS AND INTERPRETATIONS 13 SECTION 1: INFORMATION ON CHOPPIES 18 1. Introduction 18 2. History 18 3. Business overview 18 4. Segmental overview 2 0 5. Expansion into new geographic markets 2 3 6. Key investment highlights 2 4 7. Group strategy and prospects 25 SECTION 2 – PARTICULARS OF THE OFFER 26 8. Purpose of the Offer and Listing 26 9. Use of proceeds 26 10. The Offer 26 11. Time and date of opening and closing the Offer 2 6 12. Conditions precedent to the Offer and Listing 27 13. Selling restrictions and Affected Jurisdictions 27 14. Offer Price 27 15. Terms, conditions and procedures for acceptance 27 16. South African Exchange Control Regulations 29 17. Applicable law 29 18. Strate and trading of shares on the JSE 29 19. Listing of the Ordinary Shares on the JSE 29 20. Placement Agreement 29 21. Commissions 30 22. Lock-up arrangements 30 23. Bookrunner 30 24. Statement as to listing on the JSE and the BSE 30 25. Confi rmation of shareholder spread 31 26. Statements and reports relating to the Offer 31 27. Pro Forma fi nancial information 31 28. Independent Reporting Accountants’ confi rmation 31 SECTION 3: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 32 29. Summary of fi nancial results 32 30. Segmental performance 33 31. Statement of cash fl ows 3 4 32. Capital expenditure 35 3 3. Capital management 35 3 4. Material fi nancing instruments 35 3 5. Off-balance sheet arrangements 36 3 6. Contingent liabilities 36 3 7. Dividend policy 36 38. Outlook 36 39. Update on current trading since 31 December 2014 36 SECTION 4: RISK FACTORS 37 40. Business specifi c risks 37 4 1. Systemic risks 39 4 2. Risks related to the Offer 40

8 Page SECTION 5: MANAGEMENT AND CORPORATE GOVERNANCE 42 4 3. Directors and management 42 4 4. Corporate governance 47 SECTION 6: ADDITIONAL INFORMATION 50 4 5. Name, address and incorporation 50 4 6. Shares of the Company 5 0 4 7. Major shareholders of Choppies 5 2 4 8. Material lease payments, commitments and contingent liabilities 52 4 9. Material contracts 52 50. Material changes 52 5 1. Material loans, loan capital and inter-company balances 52 5 2. Principal immovable property owned or leased 5 3 5 3. Material acquisitions 53 5 4. Property acquired or to be acquired 53 5 5. Property disposed of or to be disposed of 53 5 6. Commissions paid or payable in respect of underwriting 53 5 7. Interests of Directors and promoters 53 5 8. Shares issued or to be issued otherwise than for cash 53 5 9. Amounts paid or payable to promoters 53 60. Listing on the JSE 5 4 6 1. Litigation 54 6 2. Vendors 54 6 3. Directors’ responsibility statement 54 6 4. Estimated expenses of the Offer and Listing 54 65. Consents 55 6 6. Documents available for inspection 55 SECTION 7: TAXATION 56 6 7. South African taxation 56 SECTION 8: EXCHANGE CONTROL 59 6 8. South African Exchange Control 59 Annexure 1 Audited Historical Financial Information of Choppies 61 Annexure 2 Reviewed Interim Financial Statements 10 6 Annexure 3 Independent Reporting Accountants’ Report on the Historical Financial Information of Choppies and Independent Reporting Accountants’ Report on the Interim Financial Statements 11 3 Annexure 4 Pro forma Financial Information 11 5 Annexure 5 Independent Reporting Accountants’ Reasonable Assurance Report on the Pro Forma Financial Information 11 9 Annexure 6 Details of Subsidiaries 12 1 Annexure 7 Extracts from Constitutional Documents 13 2 Annexure 8 Details of Immovable Property owned or leased by the Group 14 2 Annexure 9 Third party, Intra-Group, Director and Employee Loans and Borrowings 15 6 Annexure 10 Material Contracts, Acquisitions and Disposals 16 1 Annexure 11 Other Directorships 16 3 Annexure 12 Issue of Shares 1 6 8 Annexure 13 Selling Shareholders 1 7 2

9 SUMMARY

This summary highlights information from this Pre-listing Statement. It is not complete and does not contain all of the information that readers of this Pre-listing Statement should consider before investing in the Offer Shares. Investors should read this Pre-listing Statement carefully in its entirety, including the “Risk Factors” section, the historical fi nancial statements provided and the notes to those fi nancial statements.

OVERVIEW Choppies is a Botswana-based mass grocery retailer listed on the BSE. The Group is the largest, most profi table and fastest-growing grocery retailer in Africa, outside of South Africa. The Group currently operates 125 retail outlets in Southern Africa, comprising 72 stores in Botswana, 35 stores in South Africa and 18 stores in Zimbabwe. The Group employs in excess of 11 000 people across all of its operations. Choppies targets primarily lower to middle-income consumers (LSM 3-6) but is increasingly attracting upper- middle income customers in Botswana. Its supermarket retail offering includes FMCG products, including leading international food brands and Choppies’ own private label products, with a strong focus on service offerings (fresh fruit and vegetables, butchery, bakery and take-away). Choppies is the leading supermarket chain in Botswana with a c. 36% market share of the overall national food retail market for the 2014 fi nancial year 2. Choppies is growing rapidly in South Africa and Zimbabwe and is a recognised leading grocery retail brand in all the cities and towns in which it operates. Choppies is pursuing a number of opportunities to expand into new geographic markets in Southern and East Africa and is well-positioned to achieve its target of over 200 stores across six countries by December 2016. The summarised fi nancial performance of Choppies, in terms of revenue, EBITDA and earnings per share for the six months to 31 December 2014 and for the fi nancial years ending on 30 June 2014 and 30 June 2013 is set out below. 6 months to 12 months to 12 months to 31 December 2014 30 June 2014 30 June 2013 Revenue (P’m) 3 008 5 012 4 029 EBITDA (P’m) 206352 274 Earnings per share (thebe) 8.57 14.30 13.06

Unless otherwise noted, all fi nancial information in this Pre-listing Statement is presented on a continuing operations basis.

KEY INVESTMENT HIGHLIGHTS Choppies believes that the following strengths contribute to its success and distinguish it from its competitors: • Choppies occupies attractive positions in markets with significant further growth potential; • Choppies is well -positioned for expansion and growth in new markets across Sub-Saharan Africa; • Choppies has a superior track record of rapid, profitable growth • Choppies provides a competitive value proposition for customers; • Choppies has an experienced and long-serving management team with proven track record of delivering profitable growth; and • Choppies is a highly cash generative and dividend paying business.

2 Briggs & Associates, 2014

10 Group Strategy There are considerable opportunities for growth in the countries where Choppies has and prospects established operations as well as in regions earmarked for future expansion. In the year ahead Choppies expects to roll out a further store footprint in South Africa, Zimbabwe and Botswana and initiate its entry into Zambia, Tanzania and potentially other sub-Saharan African countries. Summary of The Offer comprises an offer for subscription by the Company and a concurrent offer for the Offer sale by the Selling Shareholders made up as follows: • an offer for subscription of up to 117 420 758 Subscription Shares; and • an offer for sale by the Selling Shareholders of up to 160 000 000 Sale Shares. The Offer Shares will represent approximately 21% 3 of the Ordinary Shares of the Company, following the issuance of the Subscription Shares. South African investors shall comprise of only persons falling within the ambit of section 96(1)(a) of the Companies Act, and, non-South African investors shall comprise of only selected institutional investors, subject to certain conditions. Botswana investors shall comprise of only persons falling within the ambit of section 297(a) of the Botswana Companies Act. The Offer consists of: • an offer to selected institutional investors in South Africa and in Botswana (the Offer is not an invitation to the general public to subscribe for or purchase the Offer Shares); and • an offering outside of the United States to selected institutional investors in reliance on Regulation S. Offer price The Offer Price will be determined by way of a bookbuild, managed by the Bookrunner on behalf of Choppies and the Selling Shareholders. Use of proceeds The net proceeds received by the Company will be used to partially settle existing borrowings and to fund its continued expansion into existing and new markets, which will include: • organic growth through continued roll-out of new stores; • acquisitive growth; and • entry into new geographic markets. Offer period Opening date of the Offer at 09:00 on Monday, 11 May 2015 Closing Date at 12:00 on Wednesday, 20 May 2015 Bookrunner Rand Merchant Bank is the Bookrunner for the Offer. BSE Listing The Ordinary Shares of Choppies are listed on the BSE. Admission and The JSE has granted the Company a listing in respect of up to 1 291 628 341 Ordinary listing Shares (the “Listing”) in the “Food Retailers and Wholesalers” sector under the abbreviated name “CHOPPIES”, share code “CHP” and ISIN BW0000001072, subject to the fulfi lment of certain conditions. Subscription There is no minimum capital requirement to be realised by the Offer. conditions If the Directors in their discretion so determine that it would not be advisable to proceed with the Offer, then the Company shall not be obliged to proceed with the Offer. Lock-up The Selling Shareholders have agreed with the Bookrunner that they will not, without the agreement prior written consent of the Bookrunner, sell or otherwise dispose of any of the Ordinary Shares owned prior to the Listing for 365 days following the Listing Date (save in respect of the Sale Shares), subject to certain exceptions set out in “Particulars of the Offer” section. The Company has agreed with the Bookrunner that it will not, without the prior written consent of the Bookrunner issue any Ordinary Shares for 180 days following the Listing Date (save in respect of the Subscription Shares), subject to certain exceptions. JSE Sponsor Rand Merchant Bank is the JSE sponsor for the Company.

3 On the basis that the maximum number of Offer Shares are purchased or subscribed for, as applicable

11 IMPORTANT DATES AND TIMES

The defi nitions and interpretations commencing on page 13 of this Pre-listing Statement apply, mutatis mutandis, to the following important dates and times relating to the Offer and the Listing: Key action 2015 Opening date of the Offer at 09:00 on Monday, 11 May Publication of the Pre-listing Statement on Monday, 11 May Release of the abridged Pre-listing Statement on SENS on Monday, 11 May Publication of the abridged Pre-listing Statement in the South African press and Botswana press on Tuesday, 12 May Last date and time for indications of interest for purposes of bookbuilding to be received up until 12:00 on Wednesday, 20 May Closing Date of the Offer at 12:00 on Wednesday, 20 May Successful applicants advised of allocations on Wednesday, 20 May Publication date of the fi nal Offer Price and fi nal number of Offer Shares released on SENS and X-News on Thursday, 21 May Publication date of the fi nal Offer Price and fi nal number of Offer Shares published in the South African press and Botswana press on Friday, 22 May Listing Date on Wednesday, 27 May Accounts at CSDP’s or brokers credited with the Shares allocated Wednesday, 27 May

Notes: 1. The above dates and times are subject to amendment. Any such material amendment or other material amendments to this Pre-listing Statement will be released on SENS and published in the South African Press. 2. All times quoted in this Pre-listing Statement are local times in South Africa on a 24-hour basis, unless specified otherwise. 3. All information published or released in the South African press or on SENS will simultaneously be published or released in the Botswana press or on X-News.

12 DEFINITIONS AND INTERPRETATIONS

In this Pre-listing Statement and its annexures, unless otherwise stated or the context otherwise indicates, the following terms have the meanings provided next to them; words and expressions in the singular shall include the plural and vice versa; words importing natural persons shall include corporations and associations of persons, whether incorporated or unincorporated, and vice versa; and any reference to one gender shall include the others: “Affected Jurisdiction” a jurisdiction where the dissemination of the Pre-listing Statement or the making of the Offer may be illegal or fails to conform to the laws of such jurisdiction or requires any type of registration or the like with any regulator or public body or the like, including, without limitation, the USA, Canada, Australia and Japan (absent an applicable exemption from registration requirements); “Board” the board of directors of Choppies as at the Last Practicable Date, whose names are listed in paragraph 4 3 in Section 5 of this Pre-listing Statement; “Broker” any person registered as a broking member in equities in terms of the rules of the JSE in accordance with the provisions of the Financial Markets Act; “Bookrunner” Rand Merchant Bank; “Botswana” the Republic of Botswana; “BSE” the Botswana Stock Exchange; “BSE Listings Requirements” the Listings Requirements of the BSE; “ Botswana Stock Exchange the Botswana Stock Exchange Act No 11 of 1994, as amended; Act” “Botswana Companies Act” the Botswana Companies Act [CAP 42:01] (as amended); “Business Day” any day other than a Saturday, Sunday or offi cial public holiday in South Africa; “CAGR” compound annual growth rate; “CEO” chief executive offi cer; “Certifi cated Shareholders” Shareholders who hold Certifi cated Shares; “Certifi cated Shares” Ordinary Shares that are not dematerialised in terms of Strate, title to which is represented by a share certifi cate or other Documents of Title; “CFO” chief fi nancial offi cer; “CGT” capital gains tax levied in terms of section 26A of the Income Tax Act and read with the Eighth Schedule to the Income Tax Act; “Chathley” Chathley Enterprises (Proprietary) Limited, a private company duly registered and incorporated in accordance with the laws of Botswana; “Closing Date” the closing date of the Offer, expected to be Wednesday, 20 May 2015, but which may be amended by Choppies by way of an announcement released on SENS and published in the South African Press; “Commission” the Companies and Intellectual Property Commission established in terms of the Companies Act; “Common Monetary Area” collectively, South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland; “Companies Act” the South African Companies Act, No. 71 of 2008, as amended from time to time;

13 “Company” or the “Group” Choppies Enterprises Limited (registration number 2004/1681), a public company duly registered and incorporated in accordance with the laws of Botswana and to the extent applicable, shall also mean Choppies Enterprises Limited and its Subsidiaries from time to time; “Constitution” the Constitution of Choppies; “CSDP” Central Securities Depository Participant, a participant as defi ned in section 1 of the Financial Markets Act; “CTC” Contributed Tax Capital, as defi ned under the Income Tax Act; “Dematerialised Shares” Ordinary Shares that have been dematerialised in terms of Strate, and ownership of which is recorded in a sub-register of Shareholders administered by a CSDP, which sub-register forms part of the Company’s Register; “Documents of Title” share certifi cates or any other documents of title to Certifi cated Shares acceptable to the Company; “DWT” Dividends Withholding Tax; “EBITDA” earnings before interest, taxes, depreciation and amortisation; “EEA” the European Economic Area; “ERP” enterprise resource planning; “ Exchange Control the Exchange Control Regulations, 1961, as amended from time to time, Regulations” promulgated pursuant to section 9 of the South African Currency and Exchanges Act, No. 9 of 1933, as amended from time to time; “Financial Markets Act” the South African Financial Markets Act, No. 19 of 2012, as amended or replaced from time to time; “FMCG” fast moving consumer goods; “Formal Retail” the formal retail sector is broadly characterised as consisting of units engaged in the retailing of goods or services, on a large scale, using a high level of organisation between labour ; “GDP” gross domestic product; “Income Tax Act” the South African Income Tax Act, No. 58 of 1962, as amended from time to time; “Informal Retail” the informal retail sector is broadly characterised as consisting of units engaged in the selling of goods or services with the primary objective of generating employment and incomes to the persons concerned. These units typically operate at a low level of organisation, with little or no division between labour and capital ; “JSE” or “JSE Limited” the JSE Limited (registration number 2005/022939/06), a public company duly incorporated and registered with limited liability under the company laws of South Africa, licensed to operate an exchange under the Financial Markets Act; “JSE Transfer Secretaries” Computershare Investor Services (Proprietary) Limited (registration number 2004/003647/07), a private company duly registered and incorporated under the laws of South Africa; “King Code” the Code of Corporate Practices and Conduct as set out in the King Report III on Corporate Governance for South Africa, 2009; “KVI” known value items; “Last Practicable Date” the last practicable date prior to fi nalisation of this Pre-listing Statement, being Thursday, 30 April 2015; “Listing” the admission of the Ordinary Shares to the JSE’s main board for listed securities in accordance with the Listings Requirements; “Listing Date” the date of the Listing, which date is expected to be Wednesday, 27 May 2015;

14 “Listings Requirements” the Listings Requirements of the JSE, as amended from time to time; “Lock-Up Period” means a period of: (i) 365 days from the Listing Date in respect of the Selling Shareholders; and (ii) 180 days from the Listing Date in respect of the Company; “LSM” living standards measure, which divides the population into 10 groups with 10 being the highest and 1 the lowest; “Member States” the member states of the EEA; “MegaSave” MegaSave Proprietary Limited, a private company duly registered and incorporated in accordance with the laws of Botswana; “NACQ” nominal annual compounded quarterly; “NACS” nominal annual compounded semi-annually; “Nanavac Investments” Nanavac Investments (Private) Limited, registration number 7867/2012, a private company duly registered and incorporated in accordance with the laws of Zimbabwe; “Offer” collectively and unless the contrary appears from the context, the Offer for Subscription and the Offer for Sale; “Offerees” selected institutional investors in South Africa (within the ambit of section 96(1)(a) of the Companies Act), Botswana (within the ambit of section 297(a) of the Botswana Companies Act) and in other jurisdictions (other than Affected Jurisdictions), in respect of an offer for subscription of the Subscription Shares and an offer for purchase of the Sale Shares, subject to certain conditions; “Offer for Sale” an offer for sale by the Selling Shareholders to selected institutional investors in South Africa, Botswana and in other jurisdictions (other than Affected Jurisdictions) of up to 160 000 000 Sale Shares, to whom the Offer will be specifi cally addressed and only by whom the Offer will be capable of acceptance, subject to certain conditions set out in paragraph 12; “Offer for Subscription” an offer for subscription by Choppies to selected institutional investors in South Africa, Botswana and in other jurisdictions (other than Affected Jurisdictions) of up to 117 420 758 new Subscription Shares, to whom the Offer will be specifi cally addressed and only by whom the Offer will be capable of acceptance, subject to certain conditions set out in paragraph 12; “Offer Price” the price at which the Subscription Shares are offered for subscription and the Sale Shares are offered for sale, pursuant to this Pre-listing Statement, to be determined in accordance with the (i) provisions of paragraph 14 in Section 2 below; and (ii) Placement Agreement; “Offer Shares” collectively and unless the contrary appears from the context, the Subscription Shares and the Sale Shares and a reference to “Offer Shares” shall embrace a reference to each of them as the context may require; “Opening Date” the opening date of the Offer, expected to be Monday, 11 May 2015; “Ordinary Shares” ordinary shares of no par value in the Company, which reference shall expressly exclude any reference to preference shares of the Company; “P” or “Pula” and “thebe” the lawful currency of Botswana; “Placement Agreement” the placing agreement entered into between the Bookrunner, the Selling Shareholders and Choppies in connection with the Offer on or about 11 May 2015; “Pre-listing Statement” this pre-listing statement, together with all annexures hereto, dated 11 May 2015; “Prospectus Directive” Directive 2003/71/EC and any relevant implementing measure in each Relevant Member State;

15 “Rand” or “ZAR” or “R” and the lawful currency of South Africa; “cents” “Rand Merchant Bank” or Rand Merchant Bank, a division of FirstRand Bank Limited (registration “RMB” number 1929/001225/06), a public company duly registered and incorporated in accordance with the laws of South Africa; “Register” the register of Certifi cated Shareholders of the Company maintained by the Company, and each of the sub-registers of Dematerialised Shareholders maintained by the relevant CSDPs in terms of the Financial Markets Act; “Relevant Member State” each Member State of the EEA which has implemented the Prospectus Directive; “Relevant Persons” persons who (i) are qualifi ed investors, as defi ned in the Prospectus Directive, who have professional experience in matters relating to investments and fall within Article 19(5) of the “Order” and/or are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (ii) persons to whom the Offer may otherwise be lawfully communicated; “Regulation S” Regulation S under the US Securities Act; “Reporting Accountants” or KPMG Inc, registered auditors, a fi rm of chartered accountants in South “ Independent Reporting Africa and the independent reporting accountants to Choppies; Accountants” or “Accountants” “Restructuring” the restructuring completed by the Group in 2011 in anticipation of the listing of Choppies on the BSE; “SA Holder” a shareholder who is (i) a natural person ordinarily resident in South Africa; (ii) a natural person not ordinarily resident in South Africa but whose physical presence in South Africa exceeds certain thresholds; or (iii) a person, other than a natural person, which is incorporated, established or formed in South Africa or which has its place of effective management in South Africa; “Sale Shares” up to 160 000 000 Ordinary Shares offered for sale by the Selling Shareholders in terms of the Offer for Sale; “SARB” the South African Reserve Bank, which includes both the Financial Surveillance Department and the Banking Supervisory Department; “Selling Shareholders” existing Shareholders of Choppies, as set out in Annexure 13, who will, in terms of the Placement Agreement, offer the Sale Shares for sale in the proportions set out in the Placement Agreement; “SENS” the Stock Exchange News Service of the JSE; “Settlement Date” the date of settlement of the Offer when the Offer Shares will be issued by Choppies and transferred by the Selling Shareholders against payment of the Offer Price in accordance with paragraph 15.5 of Section 2 of this Pre-listing Statement, which is expected to be on Wednesday, 27 May 2015; “Shareholder(s)” holders of Ordinary Shares in the Company from time to time; “SKU” sto ck keeping unit; “South Africa” the Republic of South Africa; “South African Press” the South African newspaper named the Business Day; “Sponsor” Rand Merchant Bank; “Stated Capital” has the meaning ascribed to it in Section 5 of the Botswana Companies Act;

16 “Strate” Strate Proprietary Limited (registration number 1998/022242/07), a private company registered in accordance with the laws of South Africa, being a licensed central securities depository in terms of Section 1 of the Financial Markets Act and the entity that manages the electronic custody, clearing and settlement environment for all share transactions concluded on the JSE and off-market, and in terms of which transactions in securities are settled and transfers of ownership in securities are recorded electronically; “Subscription Shares”up to 117 420 758 new Ordinary Shares offered for subscription by Choppies in terms of the Offer for Subscription; “Subsidiary” has the meaning ascribed in Section 1, read with Section 3, of the Companies Act and/or the Listings Requirements to the extent applicable; “SupaSave” SupaSave Proprietary Limited, a private company duly registered and incorporated in accordance with the laws of Botswana; “ Terms of Subscription means the terms of subscription and sale to be entered into on the terms and Sale” and in the form set out in the Placement Agreement; “ JSE Transfer Secretaries”Computershare Investor Services (Proprietary) Limited (registration number 2004/003647/07), a private company duly registered and incorporated under the laws of South Africa; “United States” or “USA” or the United States of America, its territories and possessions, any state of “US” the United States and the District of Columbia; “US Securities Act” the United States Securities Act of 1933, as amended from time to time; “VAT” Value-added tax levied in terms of the South African Value-Added Tax Act, No. 89 of 1991, as amended from time to time; and “X-News” BSE Exchange News Service, a news dissemination service managed by the BSE and/or any news disseminated by the BSE on its website (www.bse.co.bw).

17 SECTION 1

INFORMATION ON CHOPPIES

1. INTRODUCTION Choppies is a Botswana-based mass grocery retailer listed on the BSE. The Group is the largest, most profitable and fastest-growing grocery retailer in Africa, outside of South Africa. The Group currently operates 125 retail outlets in Southern Africa, comprising 72 stores in Botswana, 35 stores in South Africa and 18 stores in Zimbabwe. The Group employs in excess of 11 000 people across all of its operations. Choppies targets primarily lower to middle-income consumers (LSM 3-6) but is increasingly attracting upper-middle income customers in Botswana. Its supermarket retail offering includes FMCG products, including leading international food brands and Choppies’ own private label products, with a strong focus on service offerings (fresh fruit and vegetables, butchery, bakery and take-away). Choppies is the leading supermarket chain in Botswana with a c. 36% market share of the overall national food retail market for the 2014 financial year. 4 Choppies is growing rapidly in South Africa and Zimbabwe and is a recognised leading grocery retail brand in all the cities and towns in which it operates. Choppies is pursuing a number of opportunities to expand into new geographic markets in Southern and East Africa and is well-positioned to achieve its target of over 200 stores across six countries by December 2016.

2. HISTORY • 1986: The Group is founded by the Chopdat family and the first supermarket is opened in Lobatse, Botswana • 1992: Mr Ramachandran (“Ram”) Ottapathu joins the Group • 1993: A second store is opened in Lobatse, Botswana • 1999: Choppies opens its first Superstore in Gaborone, Botswana • 2003: The first Hyperstore is opened in Gaborone, Botswana • 2004: The Group completes the acquisitions of Chathley, Food Mart and MultiSave in Botswana • 2008: The Group opens its first store in Zeerust, South Africa. Choppies appoints His Excellency Festus Mogae, Former President of the Republic of Botswana as Chairman of the Board • 2011: The Group completes its restructuring ahead of the intended listing on the BSE. Choppies opens the largest Hyperstore in its network in Rail Park Mall, Gaborone, Botswana • 2012: Choppies completes a listing on the BSE and opened its 50th store in Botswana • 2013: The Group completes the acquisitions of MegaSave and Supasave in Botswana in addition to acquiring 10 Spar stores in Zimbabwe. Choppies opens a distribution centre in Rustenburg, South Africa • 2014: Choppies opens new stores in Botswana, South Africa and Zimbabwe taking the total stores in each to 72, 31 and 18, respectively. In Zimbabwe, distribution centres are opened in Bulawayo and Harare • 2015: Choppies opens a further four stores in South Africa, bringing the total number of stores to 125 stores as at April 2015

3. BUSINESS OVERVIEW 3.1 Target market Choppies targets primarily lower-to-middle income (LSM 3-6), value-conscious consumers that are generally high-frequency, small basket size, cash paying and daily shoppers. Choppies’ proposition is to give customers best value for their money and consistently offers its customers the lowest prices based on a broad basket of KVIs.

4 Briggs & Associates, 2014

18 3.2 Store format and location Stores are located in semi-urban and rural areas, with a small-town shopping centre focus near residential locations and transport nodes, such as taxi ranks. The Group operates principally in the relatively compact ‘Superstore’ format with a limited number of larger ‘Hyperstores’ and smaller ‘Value Stores’. • Superstores offer a full supermarket service offering with bakery, butchery, fresh fruit and vegetable products. The stores generally have a size of more than 1 000m2 (typically 1 500 – 1 700m2) and offer up to 22 000 SKUs. These stores primarily cater for the average retail consumer in the lower to middle-income groups. The Group aims to roll out these stores across Africa. • Hyperstores are the largest store format at over 3 000m2 in size and offer the widest range of products (up to 45 000 SKUs) with a more spacious layout. Hyperstores are located in the more urban areas, thus attracting more affluent consumers who demand greater variety. The Group currently has five stores in this category, four situated in Botswana and one in South Africa. • Value Stores offer a no-frills shopping experience in rural areas with low levels of Formal Retail penetration. These stores are typically less than 1 000m2 in size and offer fewer service offerings. These stores cater for the retail consumer in the lower income bracket. The Group operates only three value stores in Botswana. Choppies’ stores offer longer trading hours than its competitors with a distinct focus on simplicity, merchandising and customer experience. All of the Group’s stores are company-owned instead of franchised in order to ensure a consistent quality offering across stores. 3.3 Service offerings Choppies has sustained its long track record of profitable growth by providing superior value and convenience to an ever-increasing group of customers. To meet shoppers’ needs, Choppies focuses closely on service offerings in fresh fruit and vegetables, butchery, bakery and take-away foods, along with value-added services, such as money transfers, mobile money, utility payments, travel arrangements, SIM cards, etc. • Fresh Fruit and Vegetables: Good quality fresh fruits and vegetables are sourced directly from farmers in South Africa and Botswana. Choppies receives strong support from the farming community which translates into better pricing and quality. Approximately 75% of all fruit and vegetables produced in Botswana are distributed through Choppies outlets. • Butchery: Choppies delivers fresh meat and poultry to its stores on a daily basis. Local supply arrangements are in place with farmers and abattoir owners in all regions to ensure regular and consistent supply. • Bakery: Choppies operates in-store bakeries in order to provide its customers with daily freshly- baked goods such as fresh bread, cakes and pastries. The bakery offering var ies according to the profile of the stores and the region in which they operate . • Takeaway: There are takeaway food offerings in all stores, which include items such as fried chicken, chips and curries. The launch of a “store-in-store take-away” concept, Choppies Fried Chicken, has been well received by customers in Botswana. There are plans in place to roll this concept out in South Africa and Zimbabwe . These higher margin service offerings contribute a higher proportion to revenue for Choppies, relative to its peers . 3.4 Value-added offerings Some of the other new initiatives that Choppies has recently implemented in-store are: third party ATMs, SIM cards/airtime, mobile money and money transfer, travel, local council payments, pension distributions and utility payments. These new initiatives are expected to drive footfall growth in stores, which will contribute to continued revenue growth. 3.5 Private label offering Choppies has an extensive range of over 50 high-quality, affordable “Choppies”-branded products in categories ranging from food and beverages to home cleaning products and cosmetics, targeted at value-minded customers. The private label offering currently accounts for 19 % of sales in Botswana, 10 % of sales in South Africa and 4 % of Zimbabwe sales. In each case, private label delivers gross margins higher than those generated by branded products. In the medium term, the Company is targeting to generate 25% of its revenues from private label in all of its markets, facilitated by a plan to increase its offering to over 200 products.

19 3.6 Sourcing and distribution Currently there are seven centralised distribution centres that service all of the retail outlets: • Botswana: 10 000m2 in Gaborone, 3 000m2 in Lobatse and 3 500m2 in Francistown; • South Africa: 10 000m2 and 8 000m2 facilities in Rustenberg; and • Zimbabwe: 6 850m2 in Bulawayo and 3 000m2 in Harare. The distribution centres function as the central sourcing for the Choppies stores. The distribution centres negotiate prices and enter into agreements with suppliers and charge fees for delivery and handling. Choppies’ market leadership in Botswana strengthens its position with suppliers and has enabled the Group to compete on equal terms as a new market entrant in South Africa and Zimbabwe. The distribution centres and stores are wholly-owned subsidiaries of Choppies. Region -wide distribution coupled with an owned fleet and exceptionally high asset velocity give Choppies an advantage over its competitors. Distribution centres support the uninterrupted and timely supply of goods to stores. Stores place orders with the centralised warehouse periodically based on each store’s individual supply requirements. Any direct purchases from the supplier are negotiated at the head office but orders are placed by the stores to meet their individual supply requirements. In Botswana, the top KVI lines of dry groceries are delivered in bulk to the distribution centres and redistributed from there to the stores. Other products, including perishable goods, are distributed directly from manufacturers to the Group stores. Most of the fruit and vegetables are distributed through Choppies’ fruit and vegetable distribution centres. Fresh produce is typically sourced from the fresh produce market in Pretoria, South Africa and from farmers in South Africa and Botswana and delivered to the distribution centres for onward distribution to Choppies stores. The cattle sourced from northern Botswana is slaughtered and then transported to the meat distribution centre in Gaborone, Botswana. From there, refrigerated trucks distribute the meat to Choppies’ stores in Botswana. In South Africa, a 10 000m² distribution centre has been constructed in Rustenburg. An 8 000m² fruit and vegetable distribution centre has been operational since December 2014. This will enable rapid expansion of up to 100 stores in the northern provinces of South Africa, and is a critical component in the expansion plans for the South African business given the advantage of efficiencies and economies of scale. 3.7 Service and logistics Choppies’ logistics function owns a fleet of 554 commercial vehicles, trailers and forklifts used to distribute products to all Group stores. This ensures an efficient distribution and delivery of products, which guarantees an uninterrupted supply to Group stores. The fleet is funded by vehicle finance from Scania, guaranteed by Choppies. The fleet of vehicles, branded with the Choppies logo, enhances brand awareness and acts as a moving billboard across the region. The logistics function is supported by a maintenance subsidiary that provides stores with services such as plumbing, refrigeration, electrical and other general repairs. As a result of these services being provided in-house, lead times and maintenance costs are reduced. The new Enterprise Resource Planning (“ERP”) IT system, which has been specially designed for the Group and which provides centralised management with real-time information to aid decision making, has been recently implemented in Botswana, Zimbabwe and South Africa. Choppies’ services and logistics efficiency allows the Group to pass savings to consumers and ultimately offer the lowest price based on a broad basket of KVIs. This has been further supplemented by the introduction of centralised pricing in 2014 to drive margins.

4. SEGMENTAL OVERVIEW 4.1 Botswana Choppies is the leading supermarket chain in Botswana with a c. 36% market share of the overall national food retail market for the 2014 financial year. The Group currently operates 72 stores in Botswana with a large footprint in both urban and rural locations. The Group was founded by the Chopdat family and the first supermarket was opened in Lobatse, Botswana in 1986. Mr Ram Ottapathu joined the Group in 1992 and the second store was opened shortly thereafter in Lobatse in 1993. Choppies continued its strong growth with a Superstore and Hyperstore opening in Gaborone in 1999 and 2003, respectively. The Group acquired MegaSave and Sup aSave in 2013, further solidifying Botswana as its core market. 20 In Botswana each store, on average, employs 60 to 70 personnel with more than 98% of these being Botswana citizens. On average the Botswana stores complete 6 000 000 transactions per month (thrice the population of Botswana). With more than 29 stores in the Gaborone area alone, Choppies has more outlets than any other retail chain represented in the city and its suburbs. Choppies currently has three distribution centres in Botswana: 10 000m2 in Gaborone, 3 000m2 in Lobatse and 3 500m2 in Francistown. 4.1.1 Store growth Last Practicable Store growth FY10 FY11 FY12 FY13 FY14 Date Number of stores 46 47 49 55 68 72 Total square metres 54 400 56 122 61 856 71 077 91 632 102 038

The extensive logistics infrastructure created by Choppies enables the Group to focus on rural expansion. A significant opportunity still exists to expand Formal Retail in Botswana, since Informal Retail is estimated to still account for c.40% of the overall retail market 7 (a higher proportion than in South Africa). Overall, mass grocery retail sales are forecast to increase at a CAGR of 8.2% from 2014 to 2019. 8 Choppies intends to open five additional stores in Botswana by December 2015 and expects to operate up to 90 stores in Botswana in the medium term, with current infrastructure being able to support over 100 stores. 4.1.2 Financial performance Revenue growth in Botswana has been strong and consistent, supplemented by steady margin expansion: P’m FY12 FY13 FY14 Revenue 2 731 3 093 3 586 Revenue growth 12.1% 13.3% 15.9% Gross profi t margin 19.8% 20.7% 22.0% EBITDA 202 251 319 EBITDA margin 7.4% 8.1% 8.9%

Choppies’ Botswana business remains highly cash generative and will continue to support the Group’s expansion throughout Africa. 4.2 South Africa Choppies’ success in Botswana has leveraged the traditional supply route between Johannesburg and Gaborone. The Group saw the opportunity to lower the cost of its supply chain by opening stores in the small towns in South Africa along that route. The first South African store was opened in Zeerust in 2008. The Company has since replicated the established and successful model of its activities in Botswana, in many small towns in several South African provinces. Choppies currently operates 35 stores in South Africa. Given the highly competitive grocery retail environment in South Africa (the top five retailers account for approximately 75% of total mass grocery retail 9), Choppies invested in two state-of-the- art distribution centres (10 000m2 and 8 000m2) in Rustenburg that provide best-in-class logistics, and deliver goods to stores at the lowest price. 10 The Rustenburg facilities were opened in 2013 and allow the Group to profitab l y serv ice up to 100 stores in a 500 kilometre radius. The distribution centre currently utilises only about 35% of its capacity, its fixed costs will be spread over greater revenues as the South African footprint expands. The increased scale of operations should support increased profit margins from the South African operations. 4.2.1 Store growth Last Practicable FY10 FY11 FY12 FY13 FY14 Date Number of stores 7 9 13 17 26 35 Total square metres 13 100 16 621 25 040 33 640 52 251 69 071

7 Business Monitor International, Mass Grocery Retail – Botswana statistics, Feb 2015 8 Business Monitor International, Mass Grocery Retail – Botswana statistics, Feb 2015 9 Business Monitor International Research 2015 and IMF Research 2015 10 Business Monitor International, Mass Grocery Retail – South Africa statistics, Feb 2015

21 Choppies has earmarked a strong pipeline of over 30 high-probability locations for expansion in South Africa, with 10 new stores expected to open by December 2015. Choppies expects to operate up to 80 stores in South Africa in the medium term. The focus remains on targeting small towns in Mpumalanga, Limpopo, northern Free State and the North West province.

4.2.2 Financial performance The South African platinum mining sector strike, which lasted from January 2014 to June 2014, had a sharply negative impact on Choppies’ South African business given that 17 of Choppies stores are located in the strike-affected areas. Despite revenues declining significantly in these stores, the South African operations still made a cash profit in FY2014. Financial performance and profitability have largely recovered since the end of the platinum mining sector strike. P’m FY12 FY13 FY14 Revenue 571 936 1 003 Revenue growth 35.3% 63.9% 7.2% Gross profi t margin 17.8% 19.3% 20.2% EBITDA 14 23 3 EBITDA margin 2.5% 2.5% 0.3%

Choppies expects the continued growth of its South African footprint to translate into higher profit margins. 4.3 Zimbabwe Choppies acquired 10 Spar stores in Zimbabwe in late 2013. Most of the stores are in the vicinity of Bulawayo. All the acquired stores have been rebranded under the Choppies banner. Since the acquisition, eight more stores have been opened, five in Bulawayo and three in Harare, bringing the total to 18 Choppies stores in Zimbabwe. A new 6 850m2 distribution centre was opened in Bulawayo in May 2014 and the Group now also operat es a 3 000m2 distribution centre in Harare. Zimbabwe is significantly underpenetrated by Formal Retail making up only 25% of retail sales. 11 There is substantial expansion potential from the hubs built in Bulawayo and Harare and Choppies intends to expand nationwide. New regions in Zimbabwe include Muta re, Gweru, Bindura and M a svingo . This expansion will ensure an extensive national footprint in Zimbabwe. Choppies operates smaller, lower-specification store formats in Zimbabwe than in Botswana but still offers a full supermarket service offering. Private label sales have demonstrated impressive growth. In line with local indigenisation requirements, Choppies operates with local partners in Zimbabwe. 4.3.1 Store growth Last Practicable Store growth FY10 FY11 FY12 FY13 FY14 Date Number of stores – – – – 13 18 Total square metres – – – – 16 539 29 261

Choppies plans to open 12 new stores by December 2015 and expects to operate up to 50 stores in the medium term. There is an opportunity for over 30 stores in Harare alone. 4.3.2 Financial performance Choppies’ Zimbabwe business has only been operational since November 2013 but has been profitable since inception: P’m FY14 1H15 * Revenue 424 395 Gross profi t margin 20.5% 18.0% EBITDA 30 15 EBITDA margin 7.1%3.8%

* Reviewed figures for the 6 months ended 31 December 2014

11 Business Monitor International, Mass Grocery Retail – Zimbabwe statistics, Feb 2015

22 Due to differences in consumption profile, the gross profit margins in Zimbabwe are slightly lower than South Africa and Botswana. By increasing the number of stores, Choppies expects efficiencies to increase the net profit margins going forward. 5. EXPANSION INTO NEW GEOGRAPHIC MARKETS Choppies is pursuing a number of opportunities to expand into new markets in sub-Saharan Africa. 5.1 Zambia At only 14% Formal Retail penetration, Zambia represents huge potential for Formal Retail development. 12 The grocery retail market is expected to grow at a CAGR of 13.4% from 2014 to 2019, 13 compared to the overall economy which is expected to expand at 6.7% CAGR from 2014 to 2018.1 4 Choppies expects to commence retail operations in Zambia by mid 2015, with its first stores to be opened in Ndola and Livingstone. The Company intends to open a further 10 stores by December 2016. Lease agreements have been signed for two sites with a further five lease agreements at advanced stages of execution. The longer term target for the Zambian market is 30 stores. Lease agreements are under negotiation in Ndola, Solwezi, Kapiri Mposhi, Lusaka, Kabwe and Ch ililabomb we, which will ensure an extensive footprint in Zambia. The Group will operate with a local partner in Zambia and has recently concluded formal agreements with a prominent local entrepreneur and businessman, who will hold 10% of the equity of the Zambian entity. 5.2 Tanzania There is significant potential for Formal Retail development in Tanzania with currently only 13% of the total retail market being Formal Retail. 15 The grocery Formal Retail market is expected to grow at a CAGR of 24% from 2014 to 2019. 16 The economy is expected to expand at a real CAGR of 7.0% from 2014 to 2018. 17 Choppies believes that the lower end of the market is under-serviced by existing Formal Retail channels, which presents an attractive opportunity to enter the market. The Group will operate with a strong local partner in Tan zania and has recently concluded a memorandum of understanding with the promoters of Export Trading Group, the leading agricultural commodities trading and logistics business, long-established in the region. The 75% (Choppies) to 25% (promoters of Export Trading Group) joint-venture will extend to markets in East Africa. The challenge in Tanzania is the availability of suitable store locations and retail developments. Choppies is currently developing two smaller-size stores (less than 750m2) in Dar es Salaam, which are envisaged to be open before mid 2015. The aim is to have a total of 40 stores in Tanzania in the longer term. 5.3 Kenya Kenya’s forecast GDP growth of 6.4% CAGR from 2014 to 2018, 18 and an underpenetrated Formal Retail market provides Choppies with a compelling opportunity. The Formal Retail market is expected to grow at a CAGR of 3 2. 4% from 2014 to 2019. 19 Choppies is assessing the timing and method of its entry into the Kenyan market, which may include an acquisition of existing stores in order to establish a footprint and platform for growth. The Company will enter the Kenyan market in terms of the memorandum of understanding that governs its entry into East Africa. 5.4 Namibia The Namibian market demonstrates similar characteristics to the Group’s core market, Botswana, in also having a smaller population and small populated towns located far apart. 20 The Namibian economy is amongst the best performing and most stable economies in the region and it should give the Group a steady growth market on a long-term basis. 21 Namibia’s proximity to Choppies’ Botswana and South Africa markets will allow Choppies to leverage existing infrastructure alongside outsourced distribution. The formal grocery retail market is expected to grow at a CAGR of 11.5% from 2014 to 2019 2 2 with forecast GDP growth of 4.5% CAGR from 2014 to 2018. 23

12 Business Monitor International, Mass Grocery Retail – Zambia statistics, Jan 2015 1 3 Business Monitor International, Mass Grocery Retail – Zambia statistics, Jan 2015 1 4 IMF research, September 2014 1 5 Business Monitor International, Mass Grocery Retail – Tanzania statistics, Nov 2014 16 Business Monitor International, Mass Grocery Retail – Tanzania statistics, Nov 2014 17 IMF research, September 2014 18 IMF research, September 2014 19 Business Monitor International, Mass Grocery Retail – Kenya statistics, Feb 2015 20 Business Monitor International, Mass Grocery Retail – Namibia statistics, Feb 2015 21 Business Monitor International, Mass Grocery Retail – Namibia statistics, Feb 2015 22 Business Monitor International, Mass Grocery Retail – Namibia statistics, Feb 2015 23 IMF research, September 2014

23 Choppies is assessing entry into the Namibian market and has identified locations for future stores. Preliminary indications show that the Group will be able to operate up to 20 stores in the longer term.

6. KEY INVESTMENT HIGHLIGHTS Choppies believes that the following factors contribute to its success and distinguish it from its competitors: 6.1 Occupies attractive positions in markets with significant further growth potential Choppies is the leading supermarket chain in Botswana with opportunities for further growth as Botswana continues to transition from Informal to Formal Retail. In South Africa, Choppies has experienced strong growth in its business, and the significant investment in infrastructure is beginning to generate profits as economies of scale benefits are realised. The expansion into Zimbabwe has exceeded expectations, with attractive levels of profitability and cash generation, and significant potential for further rapid growth. 6.2 Well-positioned for expansion and growth in new markets across sub-Saharan Africa Choppies is the largest retailer in Africa (excluding South Africa domiciled retailers), with successful and proven execution in multiple jurisdictions. The differentiated approach of partnering with local operators and sourcing from local suppliers has proven to be successful in expanding into new countries. Choppies is pursuing a number of opportunities to expand into new geographic markets in sub- Saharan Africa. The Group will be operating its first stores in Zambia and Tanzania by mid 2015, with agreements having been concluded with local partners. Choppies is also well-advanced in its plans to enter the Namibian and Kenyan markets. Choppies is well-positioned to achieve its target of over 200 stores across at least six countries by December 2016 – a true African growth story. 6.3 Superior track record of rapid, profitable growth The rapid roll-out of new stores and the successful entry into the South African and Zimbabwean markets has delivered strong growth in revenues for the Group (2 7% CAGR in revenue from 30 June 2011 to 30 June 2014). This growth significantly exceeds the top-line growth of Choppies’ competitors. The Group’s strong revenue growth has been achieved simultaneously with steady expansion in gross margins which are the best-in class across the grocery retailer peer group. Current gross margins are sustainable and there is scope for further improvement as the contribution from private label products and high-margin service offerings increases. Despite investing heavily in growth, the Group has also continuously grown its operating profits and net profit. There is significant operating leverage within the Group and higher capacity utilisation at all distribution centres will deliver economies of scale as store roll-outs increase. The South African distribution centre, for example, is capable of servicing up to 100 stores. Store growth will lead to higher utilisation. There is, accordingly, scope for expansion in operating profit and net profit margins as economies of scale and cost benefits are achieved in South Africa and Zimbabwe. 6.4 Providing a competitive value proposition for customers Choppies has been able to operate successfully in highly competitive markets, both as the market- leader (in Botswana) and as a new entrant (South Africa and Zimbabwe). It has been able to do so by offering a compelling value proposition to its customers. Choppies is keenly focused on customers’ needs and prides itself in providing an enjoyable shopping experience at affordable, competitive prices. Stores are well-lit, spacious, fully stocked, immaculately clean and open for longer hours than its peers. Choppies offers comprehensive service segments such as butchery, bakery, takeaway and fresh fruit and vegetable offerings. Furthermore, Choppies offers a higher proportion of private label products compared to its peers, thus appealing to the more value-conscious customers. In addition to this, value added services such as mobile money, in-store ATM, utility payments, travel services and SIM cards are also offered. Choppies’ market leadership in Botswana strengthens its position with suppliers and has enabled the Group to compete on equal terms as a new market entrant in South Africa and Zimbabwe. The Group’s regional distribution and logistics infrastructure provides greater flexibility and a competitive advantage, enabling Choppies to meet most of its needs internally without having to outsource. This allows management to keep costs as low as possible.

24 6.5 Experienced management team with proven track record of delivery Choppies has a highly experienced management team. CEO Ram Ottapathu is largely credited with growing the Group from one store in the early 1990s, to 125 stores today. He has received numerous awards for entrepreneurship and leadership, and is acclaimed as one of the best operators in the industry. He is currently, and will remain, a major shareholder in Choppies with his interests significantly aligned with shareholders. The senior management team is highly qualified, and includes 80 MBAs, 16 chartered accountants, 25 engineers and numerous university graduates. There is sufficient management depth and experience within the Group to deliver on the planned rapid expansion in existing and new markets. Operational managers across the region are youthful and energetic, and there is a store-level incentive scheme in place which drives operational and financial performance. Choppies has one of the lowest levels of staff attrition in the industry. 6.6 Highly cash generative and dividend paying Cash sales and attractive supplier terms have created a favourable working capital profile, and cash generation has funded historical store growth in each market. Choppies has a low level of leverage, thus providing financial flexibility to pursue strategic opportunities. The Group has maintained a dividend payout ratio consistently above 30% since its listing on the BSE in 2012. As the business matures, the dividend payout ratio is expected to increase towards fifty percent (50%).

7. GROUP STRATEGY AND PROSPECTS There are considerable opportunities for organic growth in the countries where Choppies has established operations, as well as in geographic marke ts earmarked for future expansion. In the calendar year ahead, Choppies expects to roll out additional stores in South Africa, Zimbabwe and Botswana and to initiate its entry into Tanzania, Zambia and, potentially, other sub-Saharan African countries.

25 SECTION 2

PARTICULARS OF THE OFFER

8. PURPOSE OF THE OFFER AND LISTING Choppies anticipates that the Listing will have the following benefits for the Company and its stakeholders: • provide Choppies with access to an additional source of capital to support growth; • increase the free-float and enhance the liquidity and tradability of the Ordinary Shares on the BSE and the JSE through a greater spread and diversity of investors, thereby providing existing Shareholders with an additional platform for liquidity; and • enhance Choppies’ public profile in the South African market in which it operates.

9. USE OF PROCEEDS The net proceeds of the Offer for Subscription will be used to part ially settle existing borrowings and to accelerate the Group’s continued expansion into existing and new markets, which will include: • organic growth through the continued roll-out of new stores; • acquisitive growth; and • entry into new geographic markets.

10. THE OFFER The Offer comprises an offer for subscription by Choppies and a concurrent offer for sale by the Selling Shareholders in terms of a private placement to the Offerees, of up to 277 420 758 Offer Shares, subject to the fulfilment (or waiver, where capable) of the conditions precedent specified in paragraph 12 below. The Offer Shares comprise of up to 117 420 758 new Subscription Shares and up to 160 000 000 existing Sale Shares and will rank pari passu with all of the other issued Ordinary Shares. The Offer Shares will be issued in dematerialised form only and, accordingly, no physical Documents of Title will be issued or delivered to successful applicants. Choppies, the Selling Shareholders and the Bookrunner have entered into the Placement Agreement in connection with the Offer, the details of which are set out in paragraph 20 below. The Offer is conditional on the Placement Agreement becoming unconditional, failing which, the Offer and any acceptance thereof shall not be of any force or effect and no person shall have any claim whatsoever against Choppies, the Bookrunner or any other person as a result of the failure of any condition. The Offer will consist of an offering to selected Offerees, to whom the Offer will specifically be addressed and only by whom the Offer will be capable of acceptance, and, accordingly, is not an invitation to the general public to subscribe for or purchase the Offer Shares.

11. TIME AND DATE OF OPENING AND CLOSING THE OFFER The expected dates of certain important steps relating to the Offer and the Listing are as follows: 2015 Opening date of the Offer at 09:00 on Monday, 11 May Last date and time for indications of interest for purposes of bookbuilding to be received up until 12:00 on Wednesday, 20 May Closing Date of the Offer at 12:00 on Wednesday, 20 May Listing Date on Wednesday, 27 May Accounts at CSDPs or brokers credited with the Shares allocated Wednesday, 27 May

Notes: 1. The above dates and times are subject to amendment. Any such material amendment or other material amendments to this Pre-listing Statement will be released on SENS and X-News and published in the South African Press and the Botswana press. 2. All times quoted in this Pre-listing Statement are local times in South Africa on a 24-hour basis, unless specified otherwise.

26 12. CONDITIONS PRECEDENT TO THE OFFER AND LISTING The Offer and Listing are subject to the fulfilment of the following conditions precedent: • the approval of the BSE (in its capacity as the primary stock exchange regulator of the Company) having been granted for the admission of the Company’s securities on the JSE and not have been revoked or withdrawn; • the approval for the Listing having been granted by the JSE and not been revoked or withdrawn; and • as at the Listing Date, at least 20% of the Ordinary Shares being held on the JSE register by public shareholders, unless the JSE determines otherwise.

If the Directors in their discretion determine, that it would not be advisable to proceed with the Offer, then Choppies shall not be obliged to proceed with the Offer.

13. SELLING RESTRICTIONS AND AFFECTED JURISDICTIONS Recipients of this Pre-Listing Statement are referred to the “Important Legal Notices” on page 2 of this Pre-listing Statement. Offerees shall, in respect of South African investors, comprise only persons falling within the ambit of section 96(1)(a) of the Companies Act, in respect of Botswana investors, comprise only persons falling within the ambit of section 297(a) of the Botswana Companies Act and, in respect of foreign investors, comprise only selected institutional investors, subject to certain conditions. No action has been or will be taken in any jurisdiction, including South Africa and Botswana, that would permit a public offering of the Offer Shares. Neither this Pre-listing Statement nor the Offer constitute an offer to subscribe for or purchase, any securities in or from any jurisdiction where the Offer or dissemination of this Pre-listing Statement may be illegal or fail to conform to the laws of such jurisdiction (including any laws requiring registration or the like of this Pre-listing Statement or the Offer with any regulator or public body or the like). No person accepting the Offer should use the mail of any such jurisdiction for any purpose, directly or indirectly, relating to the Offer. It shall be the responsibility of any persons resident in a jurisdiction outside South Africa or Botswana to inform themselves about and observe any applicable legal requirements in the relevant jurisdiction.

14. OFFER PRICE The Offer Price will be determined by way of a bookbuild, managed by the Bookrunner on behalf of Choppies and the Selling Shareholders. The Offer Price will be subject to the terms approved by Shareholders at the extraordinary general meeting on 23 April 2015, including that the discount, if any, at which the Offer Shares are to be issued will not exceed 10% of the weighted average traded price of the Ordinary Shares over the 30-day period prior to the pricing date. The Bookrunner is seeking indications of interest from selected Offerees to subscribe for (in terms of subscriptions for Subscription Shares) and/or purchase (in terms of purchases of Sale Shares) the Offer Shares as part of the book building process. The book for the Offering is expected to open on or around Monday, 11 May 2015 and is expected to close at 12:00 (South Africa time) on or around Wednesday, 20 May 2015. Following the bookbuild, the Offer Price will be determined by the Bookrunner in consultation with Choppies either prior to, or on the Closing Date, and will be announced on SENS and on X-News on Thursday, 21 May 2015 and in the South African Press and the Botswana press on Friday, 22 May 2015. Any change to these dates and times will be announced on SENS and on X-News and published in the South African Press and the Botswana press. Among the factors which may be considered by the Bookrunner and Choppies in determining the Offer Price are the prices at which investors bid to acquire the Offer Shares during the book-building process and the desire to establish an orderly after-market in the Ordinary Shares. The Offer Price will be payable in full in Rand without deduction or set-off. The Offer Price will be exclusive of Securities Transfer Tax. The Securities Transfer Tax due on the transfer of any Sale Shares will be paid by the Selling Shareholders.

15. TERMS, CONDITIONS AND PROCEDURES FOR ACCEPTANCE 15.1 Participation in the Offer An Offeree wishing to participate in the Offer should contact the Bookrunner prior to the Closing Date, which is expected to be on Wednesday, 20 May 2015. Indications of interest for the Offer need to be submitted by 12:00 on the Closing Date. Such cut-off time is as specified in the “Important Dates and Times” section on page 12 of this Pre-listing Statement. Any material change thereto will be announced on SENS and on X-News and published in the South African Press and in the Botswana press.

27 Successful applicants will be advised of their allocations of Offer Shares on the Closing Date. 15.2 Representation Any person applying for or accepting an offer of Offer Shares shall be deemed to have represented to Choppies, the Selling Shareholders and the Bookrunner that a copy of this document was specifically addressed and delivered to and was in the possession of such person. Any person applying for or accepting an offer of Offer Shares on behalf of another person shall be deemed to have represented to the Company, the Selling Shareholders and the Bookrunner that such person is duly authorised to do so and warrants that such person and the purchaser for whom such person is acting as agent is duly authorised to do so in accordance with all relevant laws and such person guarantees the payment of the Offer Price and that a copy of this document was specifically addressed and delivered to and was in the possession of the purchaser for whom it is acting as agent. In South Africa, any person applying for or accepting an offer of Offer Shares shall be deemed to have represented to the Company, the Selling Shareholders and the Bookrunner that they are a person falling within the exemptions set out in section 96(1)(a) of the Companies Act. 15.3 Issue and allocation of Ordinary Shares There are no conversion or redemption provisions relating to the Offer Shares. All Ordinary Shares issued pursuant to the Offer will be allotted subject to the provisions of the Botswana Companies Act, the BSE Listings Requirements and the Constitution and will rank pari passu in all respects with the existing Ordinary Shares in issue. The basis of allocation of the Offer Shares will be determined by the Bookrunner in its sole discretion, after consultation with the Company. Factors to be considered in allocating Offer Shares include promoting liquidity, tradability and an orderly after-market in the Ordinary Shares of the Company. It is intended that notice of the allocations of Offer Shares will be given on or about Wednesday, 20 May 2015. Applicants may receive no Offer Shares or fewer than the number of Offer Shares for which they applied. 15.4 Dematerialisation of Offer Shares The Offer Shares will be issued or transferred, to the extent applicable to successful applicants in dematerialised form only. Accordingly, all successful applicants must appoint a CSDP under the terms of the Financial Markets Act, directly or through a Broker, to receive and hold the Offer Shares on their behalf. Should a Shareholder require a physical share certificate for its Offer Shares, it will have to materialise its Offer Shares following the Listing and should contact its CSDP to do so. There are risks associated with holding shares in certificated form, including the risk of loss or tainted scrip, which is no longer covered by the JSE Guarantee Fund. All Shareholders who elect to convert their Dematerialised Shares into Certificated Shares will have to dematerialise their Offer Shares should they wish to trade them in accordance with the rules of Strate (see paragraph 18 of this Pre-listing Statement below). Each applicant’s duly appointed CSDP or Broker will receive the Offer Shares in dematerialised form on its behalf against payment of the Offer Price by the applicant’s CSDP, which is expected to occur on Wednesday, 27 May 2015 during the Strate settlement runs. 15.5 Payment and delivery of Offer Shares Each successful applicant must, as soon as possible after being notified of an allocation of Offer Shares, forward to: • its CSDP, all information required by its CSDP and instruct its CSDP to pay, against delivery of the applicant’s allocation of Offer Shares, the aggregate price for such Offer Shares to the account designated by the Company. Such information and instructions must be confirmed to the applicant’s CSDP no later than 12:00 on Monday, 25 May 2015; and • RMB, details of its CSDP, the name of the account holder and number of Ordinary Shares and such other information as is required by RMB in order to effect delivery of the relevant Offer Shares. Such information must be confirmed to RMB no later than 12:00 on Monday, 25 May 2015. By no later than 12:00 on Monday, 25 May 2015, each applicant must place its funds with its CSDP or make other necessary arrangements to enable its CSDP to make payment for the allocated Offer Shares on the Settlement Date, in accordance with each applicant’s agreement with its CSDP. The applicant’s CSDP must commit in Strate to the receipt of the applicant’s allocation of Offer Shares against payment by no later than 17:00 on Monday, 25 May 2015.

28 On the Settlement Date (which is expected to be Wednesday, 27 May 2015), the applicant’s allocation of Offer Shares will be credited to the applicant’s CSDP or broker account against payment during the Strate settlement runs which occur throughout the day.

16. SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS Currency and shares are not freely transferable from South Africa and must be dealt with in terms of the Exchange Control Regulations as described more fully in the section entitled “South African Exchange Control” in section 8 of this Pre-listing Statement. The Exchange Control Regulations also regulate the acquisition by former residents and non-residents of the Common Monetary Area of Offer Shares. Applicants who are resident outside the Common Monetary Area should seek advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable an acceptance of the Offer.

17. APPLICABLE LAW The Offer, applications, allocations and acceptances in terms thereof will be exclusively governed by the laws of South Africa, and each applicant will be deemed, by applying for Offer Shares, to have consented and submitted to the jurisdiction of the courts of South Africa in relation to all matters arising out of or in connection with the Offer.

18. STRATE AND TRADING OF SHARES ON THE JSE Shares may only be traded on the JSE in electronic form (Dematerialised Shares) and will be trading for electronic settlement via Strate immediately following the Listing. Strate is a system of “paperless” transfer of securities. If investors have any doubt as to the mechanics of Strate they should consult their Broker, CSDP or other appropriate adviser, and they are referred to the Strate website at http://www.strate.co.za. The contents of this website are not incorporated by reference and do not form part of this Pre-listing Statement and should not be relied upon for the purposes of forming an investment decision with respect to the Offer Shares. Some of the principal features of Strate are as follows: • electronic records of ownership replace share certificates and physical delivery of certificates; • trades executed on the JSE must be settled within five Business Days; • all investors owning Dematerialised Shares or wishing to trade their securities on the JSE are required to appoint either a Broker or a CSDP to act on their behalf and to handle their settlement requirements; and • unless investors owning Dematerialised Shares specifically request their CSDP to register them as an “own name” shareholder (which entails a fee), their CSDP’s or Broker’s nominee company, holding shares on their behalf, will be the shareholder of the relevant company and not the investor. Subject to the agreement between the investor and the CSDP or Broker (or the CSDP’s or Broker’s nominee company), generally in terms of the rules of Strate, the investor is entitled to instruct the CSDP or Broker (or the CSDP’s or Broker’s nominee company) as to how it wishes to exercise the rights attaching to the Offer Shares and/or to attend and vote at shareholders’ meetings.

19. LISTING OF THE ORDINARY SHARES ON THE JSE The JSE has granted Choppies a secondary inward listing in respect of up to 1 291 628 341 issued Ordinary Shares in the “Food Retailers and Wholesalers” sector of the main board of the JSE under the abbreviated name “CHOPPIES”, share code “CHP” and ISIN BW0000001072, subject to the conditions precedent referred to in paragraph 12 above being fulfilled. The Listing is expected to be effective from the commencement of business on Wednesday, 27 May 2015. The Ordinary Shares for which Listing is sought will be fully paid up and freely transferable.

20. PLACEMENT AGREEMENT Choppies, the Selling Shareholders and the Bookrunner have entered into the Placement Agreement in connection with the Offer which is subject to certain terms and conditions, including the execution of Terms of Subscription and Sale setting forth, among other things, the number of Subscription Shares, the number of Sale Shares and the Offer Price. Upon execution of the placement memorandum, Choppies and the Selling Shareholders have agreed to issue and sell their Offer Shares (by way of an issue of the Subscription Shares by the Company and a sale of the Sale Shares by the Selling Shareholders), and the Bookrunner has agreed to procure subscribers and purchasers for the Offer Shares (by way of subscriptions for the Subscription Shares and purchases of the Sale Shares) at the Offer Price.

29 Pursuant to the Placement Agreement, the commissions payable to the Bookrunner comprise the following: • a base commission of 1.75% of the Offer Price; and • a further discretionary commission of up to 0.5% of the Offer Price, with any such fee being determined at the discretion of the Company.

21. COMMISSIONS No commissions have been paid by Choppies to promoters in the three years preceding the Last Practicable Date, in connection with the issue or sale of any shares, where this has not been disclosed in the audited annual financial statements of the Company.

22. LOCK-UP ARRANGEMENTS The Company will not be entitled to issue any Ordinary Shares and the Selling Shareholders will not be entitled to dispose of any of their Ordinary Shares held as at the Listing Date for the duration of the applicable Lock-Up Period.

23. BOOKRUNNER Name: Rand Merchant Bank, a division of FirstRand Bank Limited Registration number: 1929/001225/06 Registered offi ce: 1 Merchant Place, Corner Fredman Drive and Rivonia Road, Sandton, Johannesburg, 2146 Directors: LL Dippenaar (Chairman) SE Nxasana (Chief Executive Offi cer) VW Bartlett JP Burger MS Bomela P Cooper (Alternate) L Crouse JJ Durand GG Gelink PM Goss NN Gwagwa PK Harris WR Jardine HS Kellan EG Matenge-Sebesho AT Nzimande D Premnarayen (India) KB Schoeman BJ van der Ross JH van Greuning

24. STATEMENT AS TO LISTING ON THE JSE AND THE BSE As at the Listing Date the Company will have subscribed capital, as contemplated by the Listings Requirements, in excess of R500 000 000. The JSE has granted the Company a listing of up to 1 291 628 341 Ordinary Shares on the JSE under the abbreviated name “CHOPPIES”, JSE share code “CHP” with effect from the commencement of trade on Wednesday, 27 May 2015. Save for the requirement that at least 20% of the Company’s share capital must be held on the JSE register by public shareholders, which requirement will be met on the Listing Date and pursuant to the Offer (unless the JSE determines otherwise), at the date of this Pre-listing Statement, all the relevant Listings Requirements had been complied with. The Company will continue to be primarily listed on the BSE post the Listing Date.

30 25. CONFIRMATION OF SHAREHOLDER SPREAD As at the Listing Date, public shareholders are expected to hold on the JSE register, collectively, in excess of 20% of the Company’s issued Ordinary Shares.

26. STATEMENTS AND REPORTS RELATING TO THE OFFER 26.1 Statement as to adequacy of capital The Directors are of the opinion that the: • working capital available to Choppies and its subsidiaries is adequate for the present requirements of Choppies and, accordingly, for a period of 12 months from the date of issue of this Pre-listing Statement; • Group will be able, in the ordinary course of business, to pay its debts; • assets of Choppies will be in excess of its liabilities, the assets and liabilities being recognised and measured in accordance with the accounting policies used in the latest audited financial statements for the year ended 30 June 2014; and • stated capital and/or reserves are adequate for the ordinary purposes of Choppies. The application for listing does not coincide, directly or indirectly, with the acquisition by Choppies, or any of its subsidiaries, of securities in any other company. 26.2 Reports by Directors as to material changes The Directors report that there have been no material changes in the financial and trading position or the assets and liabilities of Choppies or any company within the Group between 31 December 2014 (date of the reviewed financial statements) and the Last Practicable Date. 26.3 Report by Reporting Accountants of the Company The audited historical financial information of Choppies as of and for the financial years ended 30 June 2014, 30 June 2013 and 30 June 2012, are presented in Annexure 1. The Independent Reporting Accountants’ report on the audited historical financial information is presented in Annexure 3. The reviewed interim financial information of Choppies as of 31 December 2014 and 31 December 2013 is presented in Annexure 2. The Independent Reporting Accountants’ report on the reviewed interim financial information of Choppies as of 31 December 2014 and 31 December 2013 is presented in Annexure 3.

27. PRO FORMA FINANCIAL INFORMATION The pro forma financial information for Choppies, the preparation of which is the responsibility of the Directors, is presented in Annexure 4. The pro forma financial information should be read in conjunction with the Independent Reporting Accountants’ Report thereon as presented in Annexure 5. The pro forma financial information has been prepared for illustrative purposes only and, because of its nature, may not fairly present Choppies’ financial position, changes in equity, results of operations or cash flows, nor the effect and impact of the Offer going forward.

28. INDEPENDENT REPORTING ACCOUNTANTS’ CONFIRMATION The Independent Reporting Accountants have provided confirmation to the JSE that they have reviewed this Pre-listing Statement and that the content hereof is not contradictory to any of the information contained in any of their reports.

31 SECTION 3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis of the fi nancial conditions and results of operations of Choppies is based on fi nancial information derived from the audited fi nancial statements of Choppies for the fi nancial years ended 30 June 2014, 30 June 2013 and 30 June 2012, as well as the reviewed fi nancial results for the six months ended 31 December 2014 and 31 December 2013. The consolidated fi nancial results for the fi nancial years ended 30 June 2014, 30 June 2013 and 30 June 2012, were prepared in accordance with IFRS and appear in Annexure 1. The audited fi nancial information for the fi nancial years ended 30 June 2014, 30 June 2013 and 30 June 2012 have been prepared by the Group CFO, as stated in the report appearing in Annexure 1 of this Pre-listing Statement. The Reporting Accountants have also reviewed the fi nancial results for the 6 months ended 31 December 2014 and 31 December 2013, as stated in their report appearing in Annexure 3. The historical results presented in the following discussion and analysis are not necessarily indicative of the results to be expected for any future period. 29. SUMMARY OF FINANCIAL RESULTS In financial year 2014, Choppies generated revenue of over P5 billion and P1.1 billion of gross profit. Th is represents a 24.4% increase on 2013 (P4 billion) and a 31.2% increase in gross profit (P822 million). In 2014 Botswana represented 71.5% of revenue, South Africa, 20.0% and Zimbabwe , 8.5% respectively. The following table contains key performance indicators and ratios of the audited results for the years ended 30 June 2014, 30 June 2013 and 30 June 2012, together with the reviewed six months results ended 31 December 2014 and 31 December 2013. Reviewed Reviewed six months six months ended ended Audited Audited Audited December December year ended year ended year ended (P’m) 2014 2013 June 2014 June 2013 June 2012 Revenue 3 008 2 504 5 012 4 029 3 302 Revenue growth (%) 20.1 24.8 24.4 22.0 35,6 Gross profi t margin (%) 21.4 21.3 21.5 20.4 19.4 EBITDA 206 184 352 274 224 EBITDA margin (%) 6.8 7.3 7.0 6.8 6.8 EBITDA growth (%) 12 – 32 22 – Operating profi t 141 133 241 200 168 Operating profi t margin (%) 4.7 5.3 4.8 5.0 5.1 Operating profi t growth (%) 6.0 – 20.5 19.0 – Profi t after tax 103 102 177 153 129 Profi t after tax margin (%) 3.4 4.1 3.5 3.8 3.9 Profi t after tax growth (%) 0.1 – 15.6 18.6 – Total assets 2 142 1 825 1 749 1 307 1 085 Net working capital 91 (30) 19 136 115 Net (outfl ows)/infl ows from operating activities (14.6) 155.8 193 212 194 Return on equity (%)22.6 26.2 20.4 20.8 20.5

29.1 Revenue Choppies has grown revenue at a CAGR of 27% from 30 June 2011 to 30 June 2014. This growth has mainly been driven by store roll outs, while the Group has also continued to experience escalations in average footfall and spend per head.

32 29.2 Gross profit margin The Company has managed to maintain a healthy gross profit margin between 19.4% and 21.5% throughout the financial years ended 30 June 2012, 2013 and 2014. Management expect to maintain and impove this margin through ongoing monitoring improvements in supply chains, improving product mix and adding more value-added services. 29.3 Operating expenses, margin and operating profit Management continually seeks methods to reduce operating expenses, enhance operating margins and improve operating performance. The Group has invested in supply-chain management infrastructure to streamline operations and extract healthy margins from the business. The investment in supply-chain management and constant monitoring of operating costs allows the Company to maintain a price advantage without compromising quality and profitability. 29.4 Profit after tax Profit after tax has grown at a CAGR of 20% from 30 June 2011 to 30 June 2014. Management are pleased with the profit after tax margin of 3.5% for the year ended 30 June 2014, this compares favourably with most of our South African peers. 29.5 Financial and operating targets Choppies has produced impressive gross profit margins historically with a trend of improving margins since June 2011: Reviewed six months ended Audited Audited Audited Audited December year ended year ended year ended year ended Performance indicator 2014 June 2014 June 2013 June 2012 June 2011 Gross profi t margin (%) 21.4 21.5 20.4 19.4 18.3

The Board and management have identified the following financial and operating targets against which the performance of Choppies can be evaluated over the medium term: South Botswana Africa Zimbabwe Gross profi t margin (%) 23.0 22.0 19.0 EBITDA margin (%) 9.0 5.0 6.0

30. SEGMENTAL PERFORMANCE Choppies has categorised its operating segments by geographic region: Botswana, South Africa and Zimbabwe. The accounting policies of the segments are the same as those for the Group on a consolidated basis. Botswana Botswana is Choppies’ core market and continues to exhibit strong growth with healthy margins. Efficiencies in the supply chain and active management of the cost base have resulted in the Botswana business growing gross profit at a CAGR of 20.9% for the period 2011 to 2014. The Botswana business remains highly cash generative and profitable. This profitability is driven by a world-class product offering, convenient shopping hours, competitive pricing, a compelling private label offering, best sourcing procedures and a strong service department offering. Botswana revenue for the financial year ended 30 June 2014 was P3 586 million, which is 15.9% higher than 2013 revenues. Same store sales growth was 4%, which management view as a positive performance in light of the deflationary environment experienced in Botswana in 2014. The remainder of the growth was driven by new store openings. The Botswana business experienced improved EBITDA margins in 2014 rising from 8.1% in 2013 to 8.9% in 2014. South Africa The South African growth strategy remains on track and management are confident that economies of scale will result in increased profitability over the near term. The distribution centre in Rustenburg has the capacity to serve up to 100 stores within a 500km radius. South African revenues increased by 7.0% to P1 002 million in 2014. Growth in the South African business was hampered by the platinum mining sector strike of 2014, which was one of the most protracted and expensive strikes in South African history. Revenues in the strike affected stores decreased significantly over the strike period, this translated into a same store sales growth for South African operations of negative 6%. Nonetheless the South African business experienced a 0.9% increase in gross profit margins

33 from 30 June 2013 to 30 June 2014 and managed to maintain a positive EBITDA. Financial performance and profitability has significantly recovered since the end of the platinum strike and after the roll out of several new stores, the South African business is nearing breakeven and profitability. Zimbabwe The Zimbabwe business was acquired at the end of the 2013 calendar year. In its first year of operations the Zimbabwe business generated revenues of P424 million, with an EBITDA margin of 7.1% and profit after tax margin of 4.3%. Operations in Zimbabwe continue to grow in volume and in revenue. Choppies have identified sites right across the country, with the intention of transforming the brand into a national chain in the near term.

31. STATEMENT OF CASH FLOWS STATEMENT OF CASH FLOWS FROM OPERATING ACTIVITIES 2014 2013 2012 P P P Cash fl ows from operating activities Profi t before taxation 229 434 436 198 892 684 157 277 625 Adjusted for: Interest cost 15 565 463 11 413 415 13 797 676 Interest income (3 588 638) (10 118 618) (3 234 114) Depreciation 122 013 113 73 374 972 56 225 322 Profi t on disposal of property, plant and equipment (6 425 876) (3 205 710) (4 382 285) Increase in deferred lease liability 15 311 058 4 678 324 3 012 883 Foreign currency translation gain/(loss) 3 486 538 (3 526 014) 106 480 Operating cash fl ows before working capital changes 375 796 094 271 509 053 222 803 587 Increase in inventories (64 690 865) (48 885 622) (46 734 117) Increase in advances and deposits (7 251 229) (28 747 717) (6 247 570) (Increase)/decrease in trade and other receivables (32 476 555) (23 445 407) 1 374 949 (Increase)/decrease in amount due from related parties (814 116) 814 208 20 770 998 Increase in trade and other payables 30 166 320 83 088 194 44 192 703 (Decrease)/increase in amounts due to related parties (4 705 013) 30 921 426 (3 353 266) Cash infl ows from operations 296 024 636 285 254 135 232 807 284 Interest received 3 588 638 10 118 618 3 234 114 Taxation paid (56 190 622) (39 883 835) (41 880 691) Dividend paid (49 924 988) (43 143 909) – Net cash fl ows generated from operating activities 193 497 664 212 345 009 194 160 707 Cash fl ows from investing activities Acquisition of property, plant and equipment (318 918 014) (143 933 900) (89 907 345) Proceeds on disposal of property, plant and equipment 11 828 514 23 190 772 7 926 950 Acquisition of businesses (192 246 467) – – Investments in new projects (25 602 434) (18 968 229) (22 315 783) Net cash outfl ows from investing activities (524 938 401) (139 711 357) (104 296 178) Cash fl ows from fi nancing activities Financing obtained from third parties 246 941 674 24 386 241 30 626 130 Issue of ordinary share capital – – 150 000 000 Share issue costs – – (11 927 884) Proceeds from issue of preference shares 135 105 85 060 Capital repayment of long term liabilities (57 226 721) (49 146 049) (42 011 667) Repayment to shareholders – – (33 269 705) Repayment from shareholders – – 1 289 184 Interest paid (15 565 463) (11 413 415) (13 797 676) Net cash infl ows/(outfl ows) from fi nancing activities 174 149 625 (36 173 118) 80 993 442 Net (decrease)/increase in cash and cash equivalents (157 291 112) 36 460 534 170 857 971 Cash and cash equivalents at beginning of the year 215 130 018 178 669 484 7 811 513 Cash and cash equivalents at end of the year 57 838 906 215 130 018 178 669 484

34 32. CAPITAL EXPENDITURE Choppies continues to invest significantly in capital expenditure for new store growth in existing markets. Management expect to continue investing significantly in new store capital expenditure in the coming years, this will be further increased by the expansion into new markets. Planned capital expenditure for the financial years ending 2016 and 2017 sits at P329 million and P279 million, respectively. The greatest portion of the planned capital expenditure will be spent in South Africa. New store capital expenditure in Botswana is planned to remain below P20 million per year. Maintenance capital expenditure is budgeted at approximately P242 million and P302 million for the financial years ending 2016 and 2017. Total planned new store capital expenditure per region (excluding any acquisition costs) is displayed below:

201 6 201 7 P’m P’m Botswana 16.7 17.5 South Africa 102.9 90.1 Zimbabwe 36.5 27.4 N ew markets 173.4143.8 Total 329. 5 278.7

33. CAPITAL MANAGEMENT The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Capital consists of ordinary shares, redeemable preference shares and retained earnings. The Board monitors the return on capital as well as the level of dividends to ordinary and preference share shareholders. The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. There have been no changes in the Group’s approach to capital management during the past financial year. The Group would like to maintain the same approach going forward.

34. MATERIAL FINANCING INSTRUMENTS Choppies currently has the following banking facilities: Institution Amount Expiry date Interest rate BIFM Capital Investment P65 million 31/12/2022 9.10% NACS fi xed Fund One (Pty) Limited Bank of Baroda Limited P186 897 36 months from date of Prime overdraft lending commencement Rate from time to time less 1% Barclays Bank of Botswana P23 million Overdraft facility Prime interest rate less Limited 2.5% Standard Chartered Bank P40 million Overdraft facilityPrime interest rate less Botswana Limited 2.5% BIFM Botswana Capital P15 million 31/12/2015 12% (fi xed) NACQ Investment Fund One BIFM Botswana Capital P20 million 31/12/2017 12% (fi xed) NACQ Investment Fund One Barclays Bank of Botswana P131 million fi ve years after date of the Prime Overdraft Lending Limited drawdown 7/2014 Rate from time to time Barclays Bank of Botswana USD 15 million fi ve years after date of fi rst 350 basis points above drawdown 27/12/2013 three months USD LIBOR Barclays Bank of Botswana USD 5 million fi ve years after fi rst 350 basis points above drawdown 7/2014 three months USD LIBOR

The banking facilities have been granted to Choppies Distribution Centre (Proprietary) Limited, a wholly owned subsidiary of Choppies, and have been allocated within the Group as required. Details of the Group’s material borrowings as at the Last Practicable Date are set out in Annexure 9 to this Pre-listing Statement.

35 35. OFF-BALANCE SHEET ARRANGEMENTS Choppies has no material off-balance sheet arrangements as at the Last Practicable Date.

36. CONTINGENT LIABILITIES Choppies has no material contingent liabilities as at the Last Practicable Date. The details of the Groups contingent liabilities are set out in Annexure 1.

37. DIVIDEND POLICY The Board intends to declare a dividend on at least an annual basis. The Company’s current dividend policy is set at a target of 3x earnings cover. The Directors believe this approach is compatible with the Company’s current growth opportunities and ambitions. The Board will regularly review the dividend policy and, over time, intends to increase the dividend payout to 2x earnings cover. The Board retains absolute discretion to determine actual dividend declarations. Dividends paid will be a function of the profitability and return on equity of Choppies, the future organic or acquisitive growth strategies, and/or the need to strengthen the balance sheet.

38. OUTLOOK Choppies intends to continue the robust growth by increasing its store base in existing markets and expan sion into new markets. Choppies management intends to maintain and, where possible, improve margins through scale efficiencies, improved systems, continued cost discipline and enhancements to their merchandise offerings. Store growth will further allow Choppies to benefit from economies of scale in sourcing products and enable the Company to leverage existing infrastructure. Choppies currently has 125 stores in operation throughout Botswana, South Africa and Zimbabwe. Management is confident of opening three more stores before the end of the 2015 financial year in South Africa and two more stores in Zimbabwe. New stores are expected to be opened in Zambia and Tanzania in the coming months. Botswana operations continue to underpin Choppies’ performance, exhibiting strong cash flows . South African operations continue to grow approaching the critical mass. New store openings in South Africa have extended geographic reach while still remaining within a 500km radius of the Rustenburg distribution centre. Choppies continues to operate profitably in Zimbabwe and has aspirations of becoming a nationwide retail chain in that country in the very near future.

39. UPDATE ON CURRENT TRADING SINCE 31 DECEMBER 2014 The Group is trading well across all regions and financial performance is in line with management expectations. Botswana profitability has shown some improvement, due to the implementation of a centralised ERP system, which has increased efficiencies. The South African business shows continuous improvement. Gross margins have been sustained, however labour costs have increased due to a new wage agreement concluded in February 2015. Operations in Zimbabwe continue to show improvement in dollar terms. Some new stores have experienced lower margins since opening; however this is counterbalanced by some of the older stores exhibiting improved margins.

36 SECTION 4

RISK FACTORS

Potential investors should carefully consider the risk factors described below and all other information contained in this Pre-listing Statement before deciding to invest in the Ordinary Shares. If any of the following risk factors (as well as other risks and uncertainties that are not currently known to Choppies or that it currently believes are not material) actually occur, Choppies’ business, reputation, fi nancial condition, revenue, margins, cash fl ows and/or results of operations could be materially and adversely affected. Accordingly, the trading price of the Ordinary Shares could decline, and you may lose part or all of your investment. The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence or of their severity or signifi cance. 40. BUSINESS SPECIFIC RISKS Ability to predict and fulfil consumer demand and preferences Choppies’ target customers generally fall within the lower to middle-income segment of the relevant market. Although there may be differing demands and characteristics amongst its customers, these customers typically desire products which represent good value. Choppies’ success depends in large part on its ability to identify customer preferences and translate demand into appropriate products. Customer preferences may influence the format of Choppies’ stores and how Choppies presents its products in its stores. Consumer preferences in the markets in which Choppies operates may cease to favour these store formats or Choppies’ current product range. A failure to adapt the Company’s product offering to provide customers with the products they desire, either at all or in sufficient quantities, could have a material adverse effect on Choppies’ business, results of operations and financial condition. Ability to meet customer expectations with respect to quality and value Choppies’ value proposition is to provide its customers with quality food and general merchandise at affordable prices, within a clean and pleasant shopping environment. Choppies’ products must meet its customers’ quality expectations while maintaining the value proposition for which the Group is known. In particular, Choppies has focused on communicating to customers the price competitiveness on both its private label products and third-party brands. If Choppies is unable to deliver on customers’ expectations on quality, it may lose customers to its competitors. Customers may also cease to purchase the Company’s food and general merchandise products if they believe that prices are too expensive. A failure to meet customer expectations with respect to Choppies’ value proposition could have a material adverse effect on its business, results of operations and financial condition. Food safety and quality The safety and quality of food products sold in Choppies stores is of paramount importance to the Group, as well as being essential for maintaining the trust and confidence of its customers. Products sold in Choppies stores could, if defective, cause unexpected side effects, illness, injury or death that could result in their discontinuance or expose the Group to lawsuits, either of which could result in unexpected costs and damage to the Group’s brand and reputation. The Group believes that retailers are subject to ever-increasing scrutiny of and public awareness regarding food safety. Unexpected side effects, illness, injury, or death caused by products sold in Choppies stores could result in the discontinuance of sales of these products or prevent the Group from achieving market acceptance of the affected products. Such side effects, illnesses, injuries and death could also expose the Group to product liability or negligence lawsuits. Any claims brought against the Group may exceed its existing or future insurance policy coverage or limits. Any judgment against the Group that is in excess of its policy limits would have to be paid from existing cash reserves, which would reduce the Group’s capital resources. The real or perceived sale of contaminated or harmful products would cause negative publicity regarding the Group, its brand and/or its products, which could in turn harm its reputation and net sales, and could have a material adverse effect on its business, results of operations and financial condition. Dependence on key suppliers Choppies depends on key suppliers for certain of its products. There can be no assurances that such key suppliers will continue to provide products to Choppies in the same amounts, at the same prices, on the

37 same terms or at all. If any of the Choppies’ key suppliers were to provide fewer products or cease to provide products to Choppies for whatever reason, the Company may incur additional costs to shift its sourcing to its other suppliers and there can be no assurances that these alternative suppliers will be able to manufacture and deliver products at the same quality, in a timely manner or at all. Furthermore, any interruption in the operations of key suppliers could result in delays in providing products to Choppies, which could, among other things, impact the Group’s inventory levels and its ability to meet customer demand. This could result from any number of external factors, including, among others: political or labour instability, labour shortages or increased labour costs; inclement weather or natural disasters; a significant decrease in the availability or an increase in the cost of raw materials; disease epidemics and health-related concerns; increases in the costs of fuel, travel and transportation; and the imposition of duties, taxes and other import charges. The loss of any of the Choppies’ key suppliers, or any interruptions in the products provided by any of these suppliers, could have a material adverse effect on the Choppies’ business, results of operations and financial condition. Expansion into new African markets There are currently 125 Choppies store locations in three African countries. As part of its growth strategy, Choppies intends to continue to build its business in Africa, expanding its presence in existing markets and selectively establishing its presence in new markets. There can be no assurances that Choppies will be successful in every African market in which it establishes a presence. Choppies may fail to expand its operations in Africa for a number of reasons, including the political, social or economic risks of operating in such countries. Such risks include, among other things: political instability, civil disturbance and violence; government interventions, including expropriation or nationalisation of assets, increased protectionism and the introduction of tariffs or subsidies; arbitrary or inconsistent government action; and cancellation, nullification or unenforceability of contractual rights. Choppies may also be subject to policy changes or increased government regulations with respect to a variety of matters, including: export, import and throughput controls; income and other taxes; environmental legislation; health and safety rules; foreign ownership restrictions; competition law; employment policies; and water use. Choppies may be required to incur additional costs in order to comply with these changes or the implementation of new regulations. In respect of Choppies’ presence and expansion in Zimbabwe, Choppies may be subject to changes and risks in the Zimbabwean regulatory framework. Choppies has a partnership agreement with local partners in Zimbabwe, which may be subject to changes in the Zimbabwean indigenisation regulatory framework and the continuing review of the Zimbabwe Investment Authority. Targeted international sanctions have been imposed against certain specifically identified individuals and entities in Zimbabwe. There is a risk that persons with whom, or entities with which, Choppies deals or transacts within the conduct of its business in Zimbabwe may, without Choppies’ knowledge, or subsequent to engaging with Choppies, be included on such international sanctions list . Any breach of international sanctions involving the Company (including breaches by any such persons with whom, or entities with which, Choppies deals or transacts) could have material adverse consequences for the Group. There can be no assurances that the Company will be able to identify, anticipate or prepare for any or all of the risks inherent in operating in these countries and the occurrence of some risks are not within the ability of Choppies to control. Choppies’ ability to execute its strategy in these countries depends on its ability to buy or build new stores. There can be no assurances that Choppies will be able to identify or acquire suitable locations for new stores, in particular for its larger format stores. Choppies may also face increased competition for access to attractive locations. The Company’s ability to execute its strategy in these countries also depends upon the development of infrastructure to support the expected level of growth in retail sales. This includes the development of malls and other retail locations, as well as reliable logistics infrastructure, such as roads, warehouses and distribution centres. There can be no assurances that the necessary infrastructure will be implemented at the pace or in the manner expected or at all. If the infrastructure in these countries fails to develop as expected, Choppies may not be able to execute its strategy or may incur significant costs attempting to do so, which may have a material adverse effect on its business, results of operations and financial condition. As part of its expansion plans, which may include acquisitions, Choppies may make significant investments that may not result in favourable returns. Some of Choppies’ growth will depend on its ability to successfully manage the expansion of its operations and integrate the operations of acquired businesses. There can be no assurance that any such expansion or acquisition will be a success, or that it would not present any of the challenges described in this section. Choppies’ regional expansion strategy may not always be successful or may entail significant costs, which could adversely affect its business, financial condition and results of operations.

38 Distribution and logistics requirements The Company’s operations depend on effective and efficient distribution and logistics. As Choppies’ operations continue to grow and expand into multiple countries, the ability to generate scale benefits and logistic efficiencies across Choppies’ operations will be crucial to supporting its growth. As the Group’s operations have grown in Southern Africa, it has had to expand its distribution capacities. As Choppies’ operations continue to grow, it will require additional capacity within its distribution centres, additional delivery capabilities and upgraded IT systems to efficiently manage the receipt of orders and distribution of products. Expanding capacity involves investment in new infrastructure and distribution centres or the expansion of existing facilities. Any failure to successfully increase its capacity for the distribution of products (including those purchased online) may reduce the ability of Choppies to expand its business, which may negatively impact its results of operations and financial condition. Choppies will incur significant costs to develop and expand its distribution operations. There can be no assurances that the costs of investments in improving the Company’s distribution infrastructure will not exceed estimates of those costs, that such investments will produce the expected efficiencies or that the assumptions of growth underlying the investment will occur as expected or at all. If Choppies is unable to realise the benefits of an expanded distribution infrastructure, it could have a material adverse effect on Choppies’ business, results of operations and financial condition. Reliance on information technology systems Choppies relies to a significant degree on the efficient and uninterrupted operation of its computer and communications systems. Choppies’ operations utilise numerous systems to effectively manage various aspects of its operations and to maintain its in-stock positions and accounting records. The Group has invested significantly in recent years to update and maintain its IT systems. However, there can be no assurances that Choppies will not experience IT failures in the future, which could result in a loss of revenue and require the Company to incur additional costs to rectify. Significant disruptions could adversely affect the proper functioning of the Company’s business, which could have a material adverse effect on Choppies’ results of operations and financial condition. Dependence on key executives and skilled employees Choppies’ strategic development and growth depends, in part, on the expertise of its key executives and skilled employees. The loss of the services of certain of these senior executives and key employees could negatively impact the Company’s operations and its ability to develop and grow its business. In addition, Choppies will need to examine its management structures to ensure that it has sufficient experience and capacity for the continued growth of its operations. In Africa, the demand for skilled personnel is high, and success in attracting and retaining such employees is not guaranteed. Choppies may also incur significant costs to attract and retain skilled employees. As a result, Choppies may need to make further investment in the recruitment and training of new personnel.

41. SYSTEMIC RISKS Macro-economic changes Choppies’ business is exposed to the end consumer across lower and middle-income levels and is, therefore, sensitive to downturns in the economy and other factors affecting discretionary consumer spending. These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation, deflation, foreign exchange fluctuations, financial, banking or liquidity crises, consumer credit availability, consumer debt levels, unemployment trends, and other matters that influence consumer confidence and spending. Global economic and political factors that are beyond Choppies’ control could have a material adverse effect on the Company’s business, results of operations and financial condition. Foreign exchange rate fluctuations Choppies’ results can be affected by fluctuations in currency exchange rates. Choppies is primarily exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar and the Rand. Many of Choppies’ products are sourced in countries other than Botswana. Consequently, Choppies has transactional currency exposures arising from the acquisition of goods and services in currencies other than the functional currencies of its entities. Should Choppies fail to adequately hedge its transactional risk or suffer increased costs or decreased competitiveness as a result of fluctuations in currency exchange rates or its hedging efforts, this could have a material adverse effect on Choppies’ business, results of operations or financial position. Choppies also has investments in foreign subsidiaries whose net assets are exposed to foreign currency translation risk. Movements in material translation foreign currencies may have a material adverse impact on the Company’s results of operations.

39 Laws and regulations Choppies’ business is subject to various laws and regulations and changes in such laws and regulations and/or failure to comply with existing or future laws and regulations could have a material adverse effect on the Company’s financial condition. Choppies operates in a regulated environment, including in the areas of consumer protection, food labelling, competition and health and safety. In addition, legal and regulatory systems in emerging and developing markets may be less developed, and less certain. These laws and regulations and interpretations thereof may change, sometimes dramatically, as a result of a variety of factors, including political, economic or social events. The need to comply with new, evolving or revised laws or regulations, or new, evolving or changed interpretations or enforcement of existing laws or regulations, may have a material adverse effect on Choppies’ business and results of operations. Furthermore, if Choppies is found not to be in compliance with applicable laws and regulations in these areas, it could be subject to civil remedies, including fines, injunctions, termination of necessary licences or permits, or recalls, as well as potential criminal sanctions, any of which could have a material adverse effect on the Company’s business, results of operations and financial condition. Even if regulatory review does not result in these types of determinations, it could potentially create negative publicity or perceptions which could harm the Company’s business or reputation. In addition, Choppies may be subject, from time to time to tax reviews by revenue authorities in the countries in which it operates. Should the relevant revenue authority disagree with any tax position adopted by Choppies in relation to its business or disallow deductions or allowances claimed by Choppies, it may result in higher tax expenses, penalties and interest, which could negatively impact the Company’s effective tax rate, financial position and results of operations. Furthermore, unfavourable changes to tax laws or interpretations of tax laws by the relevant revenue authority could also have a similar material adverse effect. Competition Choppies faces intense competition from a variety of established South African and local market retailers. Some of these competitors may be larger or have greater financial, technological, manufacturing, sales, marketing and distribution resources which may enable them to better withstand periodic downturns in the retail industry, compete more effectively on the basis of price or source or develop products more quickly. In South Africa, Choppies faces competition from national retailers such as Pick n Pay, Shoprite, and SPAR, using a variety of store formats (i.e., full line stores, supermarkets, standalone food stores). Choppies competes with these retailers on the basis of, among other things, store location, pricing and quality of food, service offerings and the range of product offering. Historically, Choppies has successfully competed with these retailers based on the value proposition to customers. However, if these retailers are able to change their price positioning or if Choppies fails to maintain its product range and service levels, it may lose market share to these competitors and fail to be the retailer of choice of customers in its target markets. Choppies cannot predict the pricing or promotional actions of competitors or whether those actions will have a negative effect on Choppies. There can be no assurances that Choppies will be able to continue to compete successfully against current competitors or future market entrants, and any loss of market share to such competitors may be long- lasting and have a material adverse effect on the Company’s business, results of operations and financial condition. Fraud, bribery and corruption The Company’s operations may be subject to the risks associated with fraud, bribery and corruption, instances of which may occur in some of the jurisdictions in which it operates. While Choppies maintains training programmes, codes of conduct, internal controls and other safeguards to prevent the occurrence of fraud, bribery and corruption, it may not be possible to detect or prevent every such instance of this type of activity in every jurisdiction. In addition, internal controls, no matter how well conceived and operated, can only provide reasonable assurance that the objectives of the control system are met. Choppies may therefore be subject to civil and criminal penalties in any jurisdiction where its employees or agents engage in any impermissible or illegal activity, which may have a material adverse effect on the Company’s reputation, business, results of operations and financial condition.

42. RISKS RELATED TO THE OFFER Share price volatility The market price of the Offer Shares is subject to fluctuations due to changes in sentiment in the market in response to various facts and events, any regulatory changes affecting Choppies’ operations, variations in the Company’s results of operations and the business developments of Choppies or its competitors or changes in financial estimates by securities analysts.

40 Stock markets have, from time to time, experienced significant price and volume fluctuations that have affected the market prices for securities and which may be unrelated to the Company’s operating performance or prospects. Furthermore, Choppies’ operating results and prospects may, from time to time, be below the expectations of market analysts and investors. Any of these events could adversely affect the market price of the Offer Shares, and Choppies cannot ensure that the public trading market prices of the Offer Shares will not decline below the Offer Price. Liquidity Although the Offer Shares are expected to be listed on the JSE, there is no guarantee that an active trading market for the Offer Shares will develop and continue after the Offer. In addition, the JSE may prove to be less liquid than other internationally-recognised stock exchanges. Up to 50% of the Offer Shares in issue after the Listing will be closely held by certain key shareholders. Although there will be a public shareholder spread on the JSE register, upon listing, of at least 20%, practically, certain shareholders within that spread may have long-term investment horizons. If no active trading in the Offer Shares develops and continues after the Offer, this could have a material adverse effect on the liquidity and market price of the Offer Shares. Dividends Choppies pays dividends to its shareholders only if funds are available for that purpose. Whether funds are available depends on a variety of factors, including the amount of cash available and other cash requirements existing at the time. Given these factors and the Board’s discretion to declare a cash dividend, there can be no assurances that Choppies will, in the future, pay dividends at current levels or at all. Dilution The Company is not required to make any further issues of new shares on a pre-emptive basis. The Company may seek to raise financing in the future, including to fund future acquisitions, future investments and other growth opportunities. The Company may, for these and other purposes, such as in connection with share incentive and share option plans, issue additional equity or convertible equity securities. Under the applicable provisions of the Constitution and the Botswana Companies Act, such issues of new shares are not required to be made on a pre-emptive basis and may not require shareholder approval. In the event of a non pre-emptive issue of new shares by the Company at a discount, the Company’s existing Shareholders may suffer a diminution in the value of their interest in the Company as well as dilution in their percentage ownership.

41 SECTION 5

MANAGEMENT AND CORPORATE GOVERNANCE

43. DIRECTORS AND MANAGEMENT 43.1 Board structure of Choppies The Board comprises three Executive Directors and five Non-executive Directors, a majority of which are independent. The members of the Board are as follows: Date of Function/ appointment as Name (age) Nationality Business address Occupation Director His Excellency Botswana Plot 169, Gaborone Independent 20 October 2008 Festus Gontebanye International Non-Executive Mogae, Former Commerce Park Director (Group President of the Botswana Chairman) Republic of Botswana (75) Farouk Essop Ismail Botswana Plot 169, Gaborone Executive Director 7 July 2004 (61 ) International (Group Deputy Commerce Park Chairman) Botswana Ramachandran Botswana Plot 169, Gaborone Executive Director 7 July 2004 Ottapathu (50) International (Group CEO) Commerce Park Botswana Manikandan India Plot 169, Gaborone Executive Director 18 March 2015 Madakkavil (41) International (Group CFO) Commerce Park Botswana Dorcas Ana Botswana Plot 1046, Sefoke Independent 2 November 2011 Kgosietsile (55) Tlokweng, Gaborone Non-Executive Botswana Director Robert Neil Britain Plot 29, 10 Ko Independent 7 March 2012 Matthews (71) Mokolodi, Gaborone Non-Executive Botswana Director Sydney Alan Muller South Africa Swift Lane Independent 15 May 2014 (65) Steenberg Estate, Non-Executive Tokai Road, Tokai Director 7945 Peter Walther Baird USA 3rd Floor, 4 Non-Executive 17 December 2013 (48) Sandown Valley Director Crescent, Sandton Johannesburg 43.2 Experience of Directors and the company secretary The profiles and experience of the Directors and the company secretary are set out below: Executive Directors Ram Ottapathu – Chief Executive Officer Ram has the qualifications BCom and CA. Ram joined Choppies in 1992 and has been heading the operations since 2000. He has been instrumental in the significant growth of Choppies in Botswana and its expansion into South Africa. Ram has 22 years’ experience in the retail industry, both in finance and operations, and further experience in other industries such as manufacturing, packaging, milling and medical distribution. He combines entrepreneurial and commercial acumen with excellent management skills. Ram is a Fellow of the Institute of Chartered Accountants of India and Associate member of the Botswana Institute of Chartered Accountants.

42 Farouk Essop Ismail – (Group Deputy Chairman) Farouk is the co-founder of Choppies. He opened the first store in Lobatse in 1986 under the name of Wayside Supermarket and has been instrumental in the Group’s growth since. Manikandan (or “Mani”) Madakkavil – Chief Financial Officer Mani joined Choppies in 2006 as finance manager and was appointed Group CFO in 2012. Prior to joining Choppies, Mani spent several years working in Kerala, India. Mani was previously the financial manager of Synthite Industries Pvt Ltd, one of the world’s largest producers of value added spices. Mani also spent several years as an auditor at Varma and Varma Chartered Accountants in Kerala, India. Mani has a Bachelor of Commerce Degree from the University of Calicut, Kerala, India. Mani is a Fellow of the Institute of Chartered Accountants of India and an Associate member of the Botswana Institute of Chartered Accountants. Non-executive Directors His Excellency FG Mogae, Former President of the Republic of Botswana – Independent non-executive Director His Excellency FG Mogae, Former President of the Republic of Botswana holds the qualifications MA (Development Economics and BA Hons (Econ). He was elected as the President of the Republic of Botswana in 1998, in which office he served until his tenure ended in 2008. Rising through the ranks, His Excellency FG Mogae, Former President of the Republic of Botswana, held several portfolios including Minister in Ministry of Finance and Development Planning, alternate Governor for Botswana at the International Monetary Fund, African Development Bank and International Bank for Reconstruction and Development. He was also the Governor of the Bank of Botswana, Permanent Secretary to the President, Secretary to the Cabinet and supervisor of elections and the Vice President. Further, he has served on various parastatal boards as a director and as a chairman. His Excellency F.G. Mogae, Former President of the Republic of Botswana, is currently the special envoy of the United Nations for HIV/Aids and good governance in Africa, and was awarded the 2008 Mo Ibrahim prize for his achievement in African leadership for ensuring stability and prosperity. Dorcas Ana Kgosietsile – Independent non-executive director Dorcas holds the qualifications MSc (Management) and BA (Acc, Stats, Econ). Dorcas is an independent and non-executive director of First National Bank of Botswana, a non-executive director of Botho University and a non-executive director of six wholly owned subsidiaries of FSG Limited. She served as first resident High Commissioner of Botswana to India until 2011 after a short stint as Consul General based in Cape Town, South Africa, Prior to joining the Diplomatic Corp in 2005, she was managing and lead consultant of Business Clinic (Pty) Ltd. She served on various and diverse entities as a director including the Public Procurement and Asset Disposal Board (PPADB), the National Development Bank (NDB), regarding development operations and government initiatives such as BIDPA, UNCTAD (Geneva), ADF (USA), and foreign aid funded projects like IDEAA Redesign Process and the Corporate Council on Africa (SA). Passionate about aid for the underprivileged, she is a founder trustee of Dinaletsana that serves autistic and Down’s- syndrome children in Botswana. Robert Neil Matthews – Independent non-executive Director Robert is a fellow of the Institute of Chartered Accountants in England and Wales and the Botswana Institute of Chartered Accountants. He is also qualified as a Certified Public Accountant (USA). He serves as chairman on several audit committees of private and public companies, and acts as an independent non-executive board member. A retired partner of PricewaterhouseCoopers Gaborone, in charge of audit and business advisory services, he has gained extensive professional and commercial experience in audit, taxation and business services. He currently offers consulting and advisory services to various organisations. Sydney Alan Muller – Independent non-executive Director Sydney holds the qualifications BCom (Hons), MBA (UCT), CA (SA) and AMP (Harvard). Sydney was formerly the executive chairman of Woolworths Holdings Limited and a director of other companies in the Wooltru Group. He is a director of MMI Holdings Limited, and sits on a number of board subcommittees of that group. He is chairman of Holdsport Limited, as well as of the sub-Saharan review board of Air Liquide SA. He is chairman of a number of private operating companies. Peter Walther Baird – Non-executive Director Peter holds an MBA from Stanford, where he was an Arjay Miller Scholar, and a MA (Economics) from the University of Cape Town. Peter is a Chartered Financial Analyst Peter is responsible for Standard Chartered Private Equity across sub-Saharan Africa. He has 18 years’ experience in private equity, consulting and investment banking. He spent 11 years at McKinsey in South Africa

43 and in the USA, where he was a partner in the healthcare practice. From 2006 to 2008, Peter was president of DJO Inc., a Blackstone-led medical devices LBO. Earlier in his career he was principal at Brait Capital Partners, and in the M&A group at Lehman Brothers. Company secretary The company secretary of Choppies is Corporate Services (Pty) Limited, which was appointed on 12 December 2012. Appointment, qualification, remuneration and borrowing powers of Directors A summary of the provisions of the Constitution with regard to (among others) the following matters are set out in Annexure 7: • the determination of the remuneration of Directors within Choppies; and • any power enabling Directors within Choppies to vote remuneration to themselves or any members of the Board. 43.3 Directors’ remuneration and benefits For the financial year ended 30 June 2014, remuneration paid and benefits accrued to the Directors were as follows: Directors’ Medical fees Salaries Bonus aid Total Executive directors Ramachandran Ottapathu – 10 713 626 882 933 35 184 11 631 743 Farouk Essop Ismail – 6 860 875 602 000 35 136 7 498 011 Manikandan Madakkavil2 5 ––––– Non-executive directors His Excellency Festus Gontebanye Mogae, Former President of the Republic of Botswana 673 508––– 673 508 Robert Neil Matthews 460 587––– 460 587 Dorcas Ana Kgosietsile 429 338––– 429 338 Timothy Gordon Marsland 26 29 338––– 29 338 Sydney Alan Muller ––––– Peter Walther Baird ––––– 1 592 771 17 574 501 1 484 933 70 320 20 722 525

There are no fees payable to a third party in lieu of Directors’ fees. No remuneration receivable by any of the Directors will be varied in consequence of the Offer and/ or the Listing. There are no pension benefits or scheme in place for Directors.

2 5 Only appointed as director on 18 March 2015, with effect from that date. Salary for the financial year ended 30 June 2014 was P634 642 26 Resigned on 24 September 2013

44 43.4 Directors’ interests The Directors, including any Director of the Company who resigned in the 18 months preceding the Last Practicable Date, held the following direct and indirect interests in the Company’s issued Ordinary Shares as at the Last Practicable Date: 27 Indirect Direct Benefi cial Total Total benefi cial benefi cial interest of benefi cial percentage Name interest interest associates interest interest Executive Directors Ramachandran 210 500 326 956 136 – 327 166 636 27.9% of the Ottapathu Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares Farouk Essop 448 880 263 068 920 – 263 517 800 22.4% of the Ismail Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares Manikandan 25 000 – 25 000 0.0% of the Madakkavil Ordinary Ordinary Ordinary Shares Shares Shares Totals 659 380 590 050 056 – 590 709 436 50.3% of the Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares Independent Non-executive Directors His Excellency 288 800 29 000 000 – 29 288 800 2.5% of the Festus Gontebanye Ordinary Ordinary Ordinary Ordinary Mogae, Former Shares Shares Shares Shares President of the Republic of Botswana Dorcas Ana 15 064 565 000 – 580 064 0.05% of the Kgosietsile Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares Robert N eil 21 816 – 21 816 0.00% of the Matthews Ordinary Ordinary Ordinary Shares Shares Shares Sydney Alan 400 000 ––400 000 0.03% of the Muller Ordinary Ordinary Ordinary Shares Shares Shares Peter Walther Baird – – – Totals 703 864 29 586 816 – 30 290 680 2.5% of the Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares

43.5 Borrowing powers of Directors of Choppies The borrowing powers exercisable by the Directors are governed by the Constitution, relevant summaries of which are set out in Annexure 7. When the borrowing of Nanavac Investments was guaranteed by Choppies and the Group, the borrowings of Choppies exceeded the borrowing limits set out in article 25.1 of the Constitution. The borrowings in excess of the limits were ratified at the Annual General Meeting of 5 December 2014, when the Constitution was amended by the Shareholders of Choppies by an ordinary resolution on 5 December 2014 to accord the Directors greater borrowing powers. The Borrowing powers of the Company may be amended by an amendment to the Constitution, which amendment requires approval by a special resolution of the shareholders of the Company. The borrowing powers exercisable in relation to Group companies, other than Choppies, are similarly governed by the constitutional documents of each Group company, which borrowing powers are exercisable by the directors of those Group companies and may be amended by effecting an amendment to the constitutional documents of the relevant subsidiary.

27 Save in respect of the acquisition bu Sydney Alan Muller’s ordinary shares as set out above, there has been no change in the interests of the Directors between 30 July 2014 and the date of this Pre-Listing Statement.

45 43.6 Details of other directorships Details of other directorships held by the Directors of the Company and the directors of the Company’s major Subsidiaries are contained in Annexure 11. 43.7 Directors of major subsidiaries of Choppies Details of all Subsidiaries of Choppies and their directors are set out in Annexure 6. 43.8 Director’s service contracts Save for Ram Ottapathu (Group CEO), Farouk Essop Ismail and Manikandan Madakkavil (Group CFO), none of the Directors have concluded service contracts with the Company. Ram Ottapathu (Group CEO), Farouk Essop Ismail and Manikandan Madakkavil (Group CFO), as the Executive Directors of the Company, have service contracts with, and their remuneration is paid by, the Company. 43.9 Additional information regarding the Directors None of the Directors of Choppies, nor the directors of any of its Subsidiaries, has: • been declared bankrupt, insolvent or has entered into any individual voluntary compromise arrangements; • been or is a Director with an executive function in respect of any company or entity in respect of which business rescue plans and/or resolutions have been proposed, application has been made for any such entity to be put in business rescue or any notices in terms of section 129(7) of the Companies Act have been issued, or which have entered into any receiverships, compulsory liquidations, creditors’ voluntary liquidations, administrations, company voluntary arrangements or any compromise or arrangement with creditors generally or any class of creditors of any company during the preceding 12 months; • save for in the ordinary course of business, entered into any compulsory liquidations, administrations or partnerships, voluntary arrangements of any partnerships where such Directors are or were partners during the preceding 12 months; • entered into any receiverships of any asset(s) or of a partnership where such Directors are or were partners during the preceding 12 months; • been publicly criticised by a statutory or regulatory authority, including recognised professional bodies or disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company; • committed any offence of dishonesty, fraud, theft, forgery, perjury, misrepresentation or embezzlement; • been removed from an office of trust, on the grounds of misconduct, involving dishonesty; • been declared delinquent by an order of court nor been placed under probation in terms of section 162 of the Companies Act and/or section 47 of the South African Close Corporations Act, 1984 (Act 69 of 1984) (as amended) nor been disqualified by a court to act as a director in terms of section 219 of the Companies Act, 1973 (Act 61 of 1973) (as amended) or section 69 of the Companies Act; • been found guilty in disciplinary proceedings, by an employer or regulatory body, due to dishonest activities; • been barred from entry into any profession or occupation; or • been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Companies Act, or been a director of a company which was been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the Companies Act. 43.10 Directors’ interests in transactions Except that the Selling Shareholders, who are all Directors, each have an interest in the Offer and the Listing, as contemplated by Annexure 13, no Director of Choppies nor any director of any of its Subsidiaries has or had any beneficial interest, directly or indirectly, in any transaction (as contemplated in the JSE Listings Requirements) which is, or was, material to the business of Choppies and which was effected by Choppies during the current financial year or the immediately preceding financial year or in respect of any previous financial year which remains in any respect outstanding or unperformed. All supply agreements and lease agreements between the Group companies and entities in which Directors are interested are carried out in the ordinary course of business and have been concluded on an arm’s length basis. These supply agreements and lease agreements are strategically important and beneficial to Choppies. The Group’s auditor discusses such agreements with the chairman of

46 the audit and risk committee to provide comfort that such agreements are concluded on an arm’s length basis. The chairman of the audit and risk committee then reports on these findings to the audit and risk committee and the Board. Information in respect of supply agreements between Group companies and entities in which Directors are interested is set out in note 27 to the historical financial information in Annexure 1. Mr Ram Ottapathu and Mr Farouk Ismail, between them, hold the majority of the shares in each company listed in note 27 to the historical information in Annexure 1. Information in respect of lease agreements between Group companies and entities in which Directors are interested (and the interests of such Directors) is set out in Annexure 8. The relevant provisions of the Constitution relating to any power enabling a Director to vote on a proposal, arrangement or contract in which he is materially interested are set out in Annexure 7.

44. CORPORATE GOVERNANCE 44.1 Commitment and approach Choppies’ disclosure standards are regulated by the Botswana Companies Act, the BSE Listings Requirements and the BSE Code of Best Practice on Corporate Governance. The Board appreciates that effective corporate governance is a key driver of sustainability and acknowledges its responsibility in this regard, including to report openly thereon to stakeholders. Additionally, the Directors endorse the King Code and recognise the need to conduct the affairs of the Company with integrity and in accordance with generally accepted corporate practices. A full analysis of the steps taken by the Company to comply with the King Code is available on the Company’s website (www.choppies.co.bw). The Board is responsible and accountable for the performance and affairs of the Group, and has full control over all subsidiaries. Specific responsibilities include: • Organisational development – approval of the organisation’s vision and mission, as well as the growth strategy as determined by the Group CEO; • Executive management – selecting, remunerating and evaluating the Group CEO and the Group CFO. The Board’s management of and relationship with the Group CEO are critical to the success of the organisation; • Finance – although the day-to-day financial management is the responsibility of the management, the Board, through the audit and risk committee, evaluates management’s actions in ensuring the integrity and reliability of the Group’s financial systems. The Board also reviews and approves the annual budget; • Compliance – overseeing and ensuring that the company complies with all relevant legislation and regulations; • Audit and control – ensuring proper processes related to audit and controls. The Board may delegate the responsibility to the audit and risk committee; • Organisational policies – reviewing and approving organisational policies; and • Succession – through the remuneration committee, ensuring that there is a succession plan for Board members as well as the Group CEO and senior executives. 44.2 Board of Directors’ practices General The Company’s Board currently consists of three Executive Directors and five Non-Executive Directors, four of whom are Independent Non-Executive Directors in accordance with the Company’s board charter (the “Board Charter”) . The Board composition reflects a majority of Non- Executive Directors. Pursuant to the abovementioned composition and the policies set out in the Board Charter, no one Director has unfettered powers of decision making. The Board is ultimately responsible for the management of the Company’s business, the Company’s strategy and key policies. The Board is also responsible for approving the Company’s financial objectives and targets. The Board also has the power to appoint additional Directors subject to ratification at Annual General Meetings. The Company’s Executive Directors are involved in the day-to-day business activities of the Company and are responsible for ensuring that the decisions of the Board are implemented in accordance with the mandates given to it by the Board. The Board has a minimum of four scheduled meetings per financial year. Ad-hoc meetings are held to consider special business, if required.

47 Appointment and rotation of Directors Directors are appointed in accordance with a formal and transparent appointment policy. Board members are formally appointed for a period of three years and retire on a rotation basis. Retiring Directors may make themselves available for re-election. Board performance The performance of the Board as a whole and of individual Directors is assessed annually. Independent advice All non-executive Directors have unrestricted access to management at any time as well as to the Group’s external auditors. Further, all Directors are entitled to seek independent professional advice on any matters pertaining to the Group as they deem necessary and at the Group’s expense. Company secretary Corporate Services (Pty) Limited are the appointed company secretary and the Board is satisfied that they are appropriately qualified, competent and experienced to fulfil this function. IT governance Proper IT systems governance and compliance systems are in place. 44.3 Committees Audit and Risk Committee The audit and risk committee is a committee appointed by the Board. The committee has its own charter, which is approved by the Board. The composition and scope of the audit and risk committee are set out in the charter. The committee currently consists of three independent non-executive Directors, namely Robert Neil Matthews (chairman of the committee ), Dorcas Ana Kgosietsile and Sydney Alan Muller. The external auditor, chief internal audit executive, Group CFO and Group CEO attend by invitation. Other executives and members of the Board may be requested to attend sections of meetings as required. The make-up of the committee complies with advised corporate governance credentials and has the expected levels of experience of members. The committee reports on issues raised at its meetings at the next board meeting following the committee meeting. Reporting to the Board is on all relevant key issues, making recommendations on topics that require Board approval. Such topics include external audit recommendations, clearance of non-audit work and the approval of fees paid to the external auditor; progress of the internal audit department; progress of the corporate governance model; information technology issues; risk register for strategic and operational risks; recommendation for adoption of the integrated annual report; press releases related to six month and annual financial information; application of the solvency test and the declaration of the dividend payable to shareholders, and other matters considered to be of relevance to the deliberations of the Board. Remuneration Committee The Remuneration Committee assists the Board in ensuring that the Group remuneration and recruitment is aligned with the overall business strategy, with the aim of enabling Choppies to attract and retain personnel who will create long-term value for all stakeholders. The Remuneration Committee comprises independent non-executive Directors, Dorcas Ana Kgosietsile (chairman), Sydney Alan Muller, Peter Walther Baird and the CEO Ram Ottapathu. The Group CFO, Manikandan Madakkavil, attends by invitation. Other executives and board members may also attend by invitation. The composition and scope of the committee are set out in written terms of reference. The chairman of the committee reports directly to the Board at each scheduled meeting providing feedback and recommendations. The individual members of the committee have full access to all financial information relating to any employee in respect of whom the committee will be making its remuneration recommendations. 44.4 Internal control systems To meet Choppies’ responsibility to provide reliable financial information, Choppies maintains financial and operational systems of internal control. These controls are designed to provide reasonable assurance that transactions are concluded in accordance with management’s authority, that the assets are adequately protected against material losses, unauthorised acquisition, use or disposal, and that transactions are properly authorised and recorded.

48 The Company monitors the operation of the internal control systems in order to determine if there are deficiencies. Corrective actions are taken to address control deficiencies as they are identified. The Board, operating through the audit and risk committee, oversees the financial reporting process and internal control systems. There are inherent limitations on the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, an effective internal control system can provide only reasonable assurance with respect to financial statement preparation and the safeguarding of assets. The Group CFO and the chief internal audit executive play key roles in establishment and monitoring of the systems of internal financial control. 44.5 Internal Audit Function Internal audit is governed by a charter which enshrines the independence of the internal audit function and which is approved by the Board. The department is structured under a chief internal audit executive and is well staffed for the programmes that it is currently undertaking. Internal audit concentration is on the operational activities of the Group and will progress into strategic areas after carrying out a comprehensive enterprise-wide risk assessment as a consequence of a focused risk management session with senior executive staff. Thereafter it will report on key risk areas to the Audit and Risk Committee. Internal audit is a key management tool and has direct access to the chairman of the audit and risk committee as well as reporting to meetings of the audit and risk committee. Internal audit, being an important element of the combined assurance model, plays an independent role in the assessment of the financial and internal control structure of the Group. Findings and recommendations arising from the internal audit process are discussed by the chief internal audit executive with the CFO and COO on a regular basis. The CEO receives feedback and action plans on a monthly basis. To date, operational audits have been carried out in Botswana, South Africa and Zimbabwe and continuing improvements have been noted in the application of the standard operating procedures for the Group. The appropriate qualifications and experience of the chief internal audit executive have been assessed and are appropriate to the position. The department’s staff receive both on the job as well as formal training. 44.6 Company secretarial function Corporate Services (Proprietary) Limited, as company secretary of Choppies, is a suitably qualified, competent and experienced company secretary and has been appointed and appropriately empowered to fulfil duties with regards to assistance to the Board. The company secretary is not a Director of the Company. The Board has considered the individuals at Corporate Services (Proprietary) Limited who perform the company secretarial functions, as well as the directors and shareholders of Corporate Services (Proprietary) Limited, and is satisfied that there is an arms-length relationship between the company secretary and the Board, which can remove the company secretary from office. The Board reviews the competence, qualifications and experience of the company secretary, Corporate Services (Proprietary) Limited, annually and reports on whether or not it is satisfied therewith. This report is confirmed by reporting to Shareholders in the annual report of the Company. The Board has determined that it is satisfied with Corporate Services (Proprietary) Limited current competence, qualifications and experience as Choppies’ company secretary. The company secretary of the Company is required to provide the Directors, collectively and individually, with guidance as to their duties, responsibilities and powers and is also required to ensure that the Directors are aware of all laws and legislation relevant to, or affecting the Company and reporting to any meetings, of the Shareholders of the Company or of the Directors, any failure on the part of the Company or a Director to comply with the Constitution.

49 SECTION 6

ADDITIONAL INFORMATION

45. NAME, ADDRESS AND INCORPORATION Choppies was incorporated under the laws of Botswana. The Company’s registered office and the address of its Transfer Secretaries are set out in the “Corporate Information and Advisers” section on page 1 of this Pre-listing Statement. The name, date and place of incorporation of each of the Subsidiaries of Choppies (none of which is a listed company) are set out in Annexure 6. The names and business addresses of the Bookrunner, Independent Reporting Accountants, Legal Advisers, JSE Transfer Secretaries and Company Secretary are set out in the “Corporate Information and Advisers” section on page 1 of this Pre-listing Statement.

46. SHARES OF THE COMPANY 46.1 Stated Capital The Stated Capital and issued Ordinary Shares of Choppies before and after the Listing is set out in the table below: Prior to the Offer After the Offer1 Stated Capital P421 474 313 P895 854 175 Ordinary Shares 1 174 207 583 1 291 628 341

Note 1: Assuming the maximum number of Subscription Shares is issued at an Offer Price equivalent to P4.04. The Botswana Companies Act has dispensed with the requirement of authorised and issued share capital, replacing these with a singular concept of “Stated Capital”. Choppies’ Stated Capital effectively represents the total of all amounts received by it or due and payable by it in respect of the issue of its Ordinary Shares. 46.2 Issue of ordinary shares The Company has not allotted or issued any Ordinary Shares or made any offers of shares in the three years preceding the Last Practicable Date. The Subsidiaries have issued preference shares in the three years preceding the Last Practicable Date, as set out in Annexure 12. Save as set out in this paragraph 4 6 or as envisaged in terms of the Offer, no further issues or offers of shares or securities have been made or are anticipated to be made by the Company and its Subsidiaries and no further share repurchases or consolidations have been undertaken by the Company and its Subsidiaries. The authorised issuance of Ordinary Shares after Listing will be under the control of the Directors in terms of the Constitution. The issue of the Subscription Shares was authorised at an extraordinary general meeting of the holders of Ordinary Shares held on 23 April 2015. 46.3 Authority to repurchase shares As contemplated by article 7 of the Constitution, the Company may: • purchase or otherwise acquire Securities issued by it from one or more of the holders thereof; • redeem any redeemable shares or other Securities held by one or more holders, • hold any Securities so purchased or acquired or redeemed; and • sell any Securities so purchased or acquired or redeemed, in accordance with the provisions, and subject to the restrictions, of the Botswana Companies Act, the Constitution and the BSE Listings Requirements. The Company does not, as at the Last Practicable Date, have a general authorisation to repurchase Shares in place.

50 46.4 Alterations to Stated Capital Set out below are the alterations to the Company’s Stated Capital which have occurred since its incorporation and as at the Last Practicable Date: Total Issue Stated Shares Price Date Capital in issue per Share Description of Change 21 January 2004 100 100 Incorporation of Choppies 30 June 2010 100 2 000 1 900 new Ordinary Shares issued 30 June 2011 100 800 000 000 400 000 for one share split 30 June 2011 25 515 503 821 947 486 1.16 Issue of 21 947 486 Ordinary Shares for P25 515 403 for minority acquisitions 30 June 2011 292 202 260 1 051 342 316 1.16 Issue of 229 394 830 Ordinary Shares for P266 686 757 for the purchase of Choppies Supermarkets SA (Proprietary) Limited 30 June 2011 308 533 980 1 065 390 304 1.16 Issue of 14 047 988 Ordinary Shares for P 16 331 720 for the purchase of Sarfrosh Holdings (Proprietary) Limited 30 June 2011 283 402 196 1 043 772 802 1.16 Share net off of 21 617 502 for P25 131 784 for the disposal of ILO Industries (Proprietary) Limited 2 November 2011 421 474 313 1 174 207 583 1.15 Increase of Stated Capital to create the Ordinary Shares necessary for listing on BSE in 2012

There have been no consolidations or subdivisions of securities during the three years preceding the Last Practicable Date. Additionally, Choppies has not issued any Shares in the three years preceding the Last Practicable Date. 46.5 Voting, dividends, variation, conversion of rights and other rights of shareholders Holders of Ordinary Shares in the Company are entitled to: • share equally in any dividend distributed; • one vote on a show of hands, and one vote for each share held, on a poll. Rights of Ordinary Shares can be changed only by a special resolution approved by 75% of the holders of the Ordinary Shares in that class. 46.6 Options or preferential rights in respect of shares There is no contract or arrangement existing or proposed whereby an option or preferential right was or is proposed to be given to any person to subscribe for Ordinary Shares in Choppies or its subsidiaries. There are no preferential conversion and/or exchange rights in respect of any of the securities of the Company. In terms of the shareholders’ agreement entered into between Choppies and the remaining shareholders of Nanavac,28 the remaining shareholders of Nanavac are afforded a right, on 10 days’ notice, to purchase all of the shares held by Choppies in Nanavac for a cash consideration equal to Nanavac’s latest audited EBITDA multiplied by 12.

28 Neither of these shareholders are related parties to any other member of the Group.

51 47. MAJOR SHAREHOLDERS OF CHOPPIES 47.1 Share ownership The Company does not have a controlling shareholder as at the Last Practicable Date. As at the Last Practicable Date, to the best of the Directors’ knowledge and belief, the following Shareholders, other than Directors, have beneficial interests in 5% or more of the issued shares of the Group:

% of issued Number of Ordinary Number of % of issued Ordinary Shares prior Ordinary Ordinary Shares held to the Offer Shares held Shares prior to (direct subsequent subsequent Ordinary Shareholder the Offer interest) to the Offer1 to the Offer1 Standard Chartered Private Equity (Mauritius) III Limited 150 000 000 12.8 150 000 000 11.61% 1. Please see paragraph 43.4 beneficial interests of the Directors in the Shares.

48. MATERIAL LEASE PAYMENTS, COMMITMENTS AND CONTINGENT LIABILITIES Details regarding the Company’s material lease payments and commitments are set out in Annexure 8. The Company has no material contingent liabilities.

49. MATERIAL CONTRACTS As at the Last Practicable Date, other than the agreements set out in Annexure 10, there are no material contracts, being restrictive funding arrangements and/or contracts entered into (whether verbally or in writing) otherwise than in the ordinary course of business carried on, or proposed to be carried on, by Choppies or its Subsidiaries during the two years preceding the Last Practicable Date, or at any time containing an obligation or settlement that is material to Choppies or its Subsidiaries. As at the Last Practicable Date, Choppies and its Subsidiaries have not entered into any agreements relating to the payment of technical, administrative or secretarial fees nor are they party to any material restraint or trade payments or any agreements in terms of royalties.

50. MATERIAL CHANGES The Directors report that there have been no material changes in the financial and trading position or the assets and liabilities of Choppies or any company within the Group between 31 December 2014 (date of the reviewed financial statements) and the Last Practicable Date. Furthermore, there has been no change in the trading objectives of Choppies and its Subsidiaries during the five years preceding the Last Practicable Date. There have been no material changes in the business of Choppies during the five years prior to the Last Practicable Date. The Company does not benefit from any significant government protection or investment encouragement law.

51. MATERIAL LOANS, LOAN CAPITAL AND INTER-COMPANY BALANCES As at the Last Practicable Date, neither Choppies nor any of its Subsidiaries had any material loans receivable from third parties. No loans have been made or security furnished by Choppies to or for the benefit of any Director or manager as at the Last Practicable Date. The Company has not created any debentures and there are no debentures in issue. There are no debentures created in terms of a trust deed. Furthermore no debentures are to be issued in terms of a trust deed. Furthermore no debenture stock has been created by way of conversion or replacement of debentures previously issued. There are no conversion or redemption rights relating to material loans and or debentures. There are no material intra-Group financial or other transactions save for intra-Group loans as disclosed in Annexure 9. Full details of intra-Group loans between Group companies are presented in Annexure 9 and show intra-Group balances before elimination on consolidation. Details of the Company’s material borrowings as at the Last Practicable Date are set out in Annexure 9 to this Pre-listing Statement.

52 52. PRINCIPAL IMMOVABLE PROPERTY OWNED OR LEASED As at the Last Practicable Date, Choppies does not own any immovable properties. All premises from which the Group conducts business are leased. Details of the principal properties leased by the Group are set out in Annexure 8 to this Pre-listing Statement. As at the Last Practicable Date Choppies had 128 leases in place over 128 immovable properties. Details of such material leases are set out in Annexure 8 to this Pre-listing Statement.

53. MATERIAL ACQUISITIONS The Group acquired 10 stores in Zimbabwe, most of which are in the vicinity of Bulawayo, in late 2013, details of which are set out in Annexure 10. The Company has not made any other material acquisitions within the three years preceding the Last Practicable Date.

54. PROPERTY ACQUIRED OR TO BE ACQUIRED There are no options to acquire immovable property and other properties in the nature of a fixed asset by Choppies and any of its Subsidiaries. The application for Listing does not coincide, directly or indirectly, with the acquisition by the Company, or any of its Subsidiaries, of securities in or of the business undertaking of any other company, in consequence of which that company or business undertaking will become a Subsidiary of or part of the business of Choppies.

55. PROPERTY DISPOSED OF OR TO BE DISPOSED OF There have been no material disposals of assets of Choppies in the three years preceding the Last Practicable Date.

56. COMMISSIONS PAID OR PAYABLE IN RESPECT OF UNDERWRITING No commissions, discounts, brokerages or other special terms have been granted by Choppies in the three years preceding the Last Practicable Date, in connection with the issue or sale of any shares, where this has not been disclosed in the audited financial statements of the Company.

57. INTERESTS OF DIRECTORS AND PROMOTERS Neither Choppies nor any of its Subsidiaries nor any other person has paid any amounts nor agreed to pay any amounts in the three years preceding the Last Practicable Date to any Directors or to a related person, or to any company of which a Director is also a director, or in which Directors are beneficially interested, directly or indirectly (the “associate company”) or to any partnership, syndicate or other association of which the Directors are members (the “associate entity”), in cash or in securities or otherwise, either as an inducement to become or to qualify a person as a Director or for services rendered by Directors or by the associate company or associate entity in connection with the promotion or formation of the Company. For the purposes of this paragraph, Director includes a reference to the directors of the Subsidiaries. No Director or promoter of Choppies has any material beneficial interest, either direct or indirect, in (i) the promotion of the Company; (ii) any property proposed to be acquired by Choppies out of the proceeds of the Offer; or (iii) any property acquired or proposed to be acquired by Choppies or any of its Subsidiaries in the three years immediately preceding the Last Practicable Date. No Director or promoter of Choppies has been a member of a partnership, syndicate or other association of persons that had such an interest nor has any cash or securities been paid or any other benefit given to any promoter in the aforementioned three year period.

58. SHARES ISSUED OR TO BE ISSUED OTHERWISE THAN FOR CASH Details relating to shares issued or agreed to be issued by the Company or by any of its Subsidiaries in the three years preceding the Last Practicable Date other than for cash are set out in Annexure 12.

59. AMOUNTS PAID OR PAYABLE TO PROMOTERS The Company and the Selling Shareholders will pay to the Bookrunner the commission set out in the Placement Agreement and reimburse certain related expenses incurred in this regard. Save as set out in the preceding paragraph, no amount has been paid or proposed to be paid in the three years preceding the Last Practicable Date to any promoter, or to any partnership, syndicate or other association of which that promoter is or was a member, nor has any cash or security been paid nor proposed, nor any other benefit given nor proposed to any such promoter, partnership, syndicate or other association in the aforementioned three-year period.

53 60. LISTING ON THE JSE The JSE has granted Choppies a listing in respect of up to 1 291 628 341 Ordinary Shares in the “Food Retailers and Wholesalers” sector of the main board of the JSE under the abbreviated name “CHOPPIES”, symbol “CHP” and ISIN BW0000001072. As of the date of the Listing, Choppies will be required to comply with the JSE Listings Requirements and the BSE Listings Requirements.

61. LITIGATION There are no legal or arbitration proceedings (including any such proceedings that are pending or threatened) of which Choppies is aware, which may or may have had, in the 12 months prior to the Last Practicable Date, a material effect on the financial position of Choppies.

62. VENDORS Details of the material assets purchased from vendors in the three years preceding the Last Practicable Date are set out in Annexure 10 of this Pre-listing Statement.

63. DIRECTORS’ RESPONSIBILITY STATEMENT The Directors, whose names are set out in paragraph 4 3 above of this Pre-listing Statement, have considered all statements of fact and opinion in this Pre-listing Statement in relation to Choppies and its business and: • accept, collectively and individually, responsibility for the accuracy of such statements; and • certify that, to the best of their knowledge and belief, there are no omissions of facts or considerations which would make any such statement of fact or opinion contained in this Pre-listing Statement false or misleading and all reasonable enquiries to ascertain such facts have been made; and • certify that this Pre-listing Statement contains all information required by the Listings Requirements.

64. ESTIMATED EXPENSES OF THE OFFER AND LISTING As at the Last Practicable Date, the estimated expenses of the Listing and Offer (exclusive of VAT) are as follows: Estimated amount (excluding VAT) Nature of expense Payable to (R’000) Bookrunner and Sponsor 29 Rand Merchant Bank 9 945 South African legal counsel to the Company3 0 Webber Wentzel 3 000 Botswana legal Counsel to the Company31 Collins Newman & Co 3 000 Legal counsel to the Bookrunner Linklaters 1 350 Independent Reporting Accountants and Auditors to the Company KPMG 650 Pre-listing Statement printing and distribution Ince 300 JSE listing fee JSE 400 JSE documentation fees JSE 75 Roadshow, contingency costs32 and investor relations Miscellaneous1 280 Total 20 000

29 Represents the 1.75% base commission on the Subscription Shares only. Commissions on the Sale Shares shall be paid proportionately by the Company and the Selling Shareholders. Discretionary incentive fees are determined by the Board and will be paid proportionately by the Company and the Selling Shareholders 3 0 Fees relating to the Memorandum of Understanding (as set out in Annexure 10) and the Placement Agreement (as set out in Annexure 10) to be paid proportionately by Company and the Selling Shareholders. Remaining legal fees to be paid by the Company 3 1 Fees relating to the Memorandum of Understanding (as set out in Annexure 10) and the Placement Agreement (as set out in Annexure 10) to be paid proportionately by Company and the Selling Shareholders. Remaining legal fees to be paid by the Company 3 2 Roadshow and marketing costs to be paid proportionately by the Company and the Selling Shareholders

54 The Selling Shareholders will pay proportionately the Securities Transfer Tax on all of the Sale Shares sold. No preliminary expenses have been incurred in relation to the Listing, and the table above represents the total estimated cost of the Listing.

65. CONSENTS The Independent Reporting Accountant whose reports are included as Annexure 3, and Annexure 5 to this Pre-listing Statement has given and has not, prior to publication, withdrawn its written consent to the inclusion of its reports in the form and context in which they appear. Each of the Company’s advisers, whose names appear in the “Corporate Information and Advisers” section, have consented in writing to act in the capacities stated and to their names appearing in the Pre-listing Statement, and have not withdrawn their consent prior to the publication of the Pre-listing Statement.

66. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at the registered office of the Company and at the offices of the Sponsor at the addresses given in the “Corporate Information and Advisers” section of this Pre-listing Statement, during normal office hours from the date of issue of this Pre-listing Statement for a period of not less than 14 calendar days after the Closing Date: • this Pre-Listing Statement; • the Constitution and the constitutional documents of each of the subsidiaries referred to at paragraph 7 of Annexure 7; • the Placement Agreement; • the audited consolidated financial statements of the Company for the years ended 30 June 2014, 30 June 2013 and 30 June 2012; • the Reporting Accountants’ report on the historical financial information of Choppies and the Reporting Accountants’ report on the reviewed interim financial statements for the 6 month periods ended and as at 31 December 2014 and 31 December 2013, as reproduced in Annexure 3; • reviewed interim financial statements for the 6 month periods ended and as at 31 December 2014 and 31 December 2013, as reproduced in Annexure 2; • the pro forma financial information of Choppies, as reproduced in Annexure 4; • the Reporting Accountants’ reports on the pro forma financial information of Choppies, as reproduced in Annexure 5; • summaries of the service contracts of the Executive Directors of Choppies; • the written consents of the advisers of the Company to being named as acting in the stated capacity in the section entitled “Corporate information and Advisers” and the use of their names in this Pre-listing Statement; and • the written consents of the Independent Reporting Accountants to being named as acting in the stated capacity in the section entitled “Corporate information and Advisers”, the use of their names in this Pre-listing Statement and the inclusion of their reports herein.

55 SECTION 7

TAXATION

The following summary provides an overview of the tax consequences of the purchase, ownership and disposition of the Offer Shares. It is not a complete description of all the possible tax consequences of such purchase, ownership or disposition. This summary is based on the laws as in force and as applied in practice on the date of this Pre-listing Statement and is subject to changes to those laws and practices subsequent to the date of this Pre-listing Statement. In the case of persons who are non-residents of South Africa for income tax purposes, it should be read in conjunction with the provisions of any applicable double tax agreement between Botswana or South Africa, as may be applicable, and their country of tax residence. Investors should consult their own advisers as to the tax consequences of the purchase, ownership and disposal of the Offer Shares in light of their particular circumstances, including, in particular, the effect of any state, regional, local or other tax laws. 67. SOUTH AFRICAN TAXATION General This summary of certain material South African income tax consequences only deals with initial purchasers of Offer Shares that are SA Holders and Non-SA Holders, as defined below, and that will hold the Offer Shares as capital assets. As used herein the term “SA Holder” means a “shareholder” resident in South Africa for purposes of the Income Tax Act 58 of 1962 who is: (i) a natural person ordinarily resident in South Africa; (ii) a natural person not ordinarily resident in South Africa but whose physical presence in South Africa exceeds certain prescribed thresholds detailed in the Income Tax Act 58 of 1962 or (iii) a person, other than a natural person, which is incorporated, established or formed in South Africa or which has its place of effective management in South Africa. The term does not include a natural person or non-natural person if that person is deemed to be exclusively the resident of another country for purposes of the application of any double tax agreement entered into between South Africa and that other country. The term “Non-SA Holders” means a “shareholder” other than a “SA Holder”. In general, a “shareholder” means the registered shareholder in respect of a share or, where some person other than the registered shareholder is entitled to all or part of the benefit of the rights of participation in the profits, income or capital attaching to that share, that other person to the extent of that entitlement. Prospective purchasers with questions regarding their status as either South African residents or shareholders should consult their tax advisers. The following paragraphs contain a general summary of South African tax implications. The tax analysis is therefore not comprehensive or determinative and should not be regarded as tax advice given by the Company or any of its advisers to the Offer. Dividends A “foreign dividend” is defined for tax purposes as any amount that is paid or payable by a foreign company in respect of a share in that foreign company where that amount is treated as a dividend or similar payment by that foreign company for the purposes of the laws relating to (a) tax on income on companies of the country in which that foreign company has its place of effective management; or (b) companies of the country in which that foreign company is incorporated, formed or established, where the country in which that company has its place of effective management does not have any applicable laws relating to tax on income. The “foreign dividend” definition contains two exclusions. Firstly, any amount paid or payable that constitutes a redemption of a participatory interest in a foreign collective investment scheme. Secondly, any amount paid or payable that constitutes a share in that foreign company. In general, dividends paid by the Company to SA Holders will be exempt from South African income tax in their hands as these will constitute foreign dividends in respect of a share listed on the JSE. The income tax position of the non-SA Holders will depend on the tax legislation in which they are tax resident. Dividends Tax DT is imposed in respect of any dividend paid by a company on or after 1 April 2012, and is levied at a rate of 15%. DT is also imposed on dividends (but excluding any dividend that constitutes the distribution of an asset in specie) paid by a foreign company if the shares in respect of which the dividend is paid is listed on the JSE. However, there are various exemptions from dividend tax that may apply, such as an exemption where the beneficial owner is not a South African resident (essentially Non-SA Holders are exempt from DT) or where the beneficial owner is a South African resident company (essentially South African Holders

56 that are companies are exempt from DT). Where the DT is applicable, the rate of 15% must be reduced by a rebate that is equal to the amount of any tax paid to any sphere of government of any other country other than South Africa, without the right of recovery. Therefore, if dividend withholding tax is imposed in Botswana on dividends declared on the Offer Shares, and the dividends are also subject to DT, then the DT must be reduced by the amount of the rebate. The amount of the rebate may not exceed the amount of the DT that would be payable. Taxation of capital gains and losses South African resident shareholders – individuals A disposal of shares by an individual shareholder who is resident in South Africa for tax purposes and that holds the shares as capital assets may give rise to a gain (or loss) for purposes of CGT. The capital gain (or loss) on disposal of the shares is equal to the difference between the disposal proceeds and the base cost. A shareholder’s base cost for the shares will generally be the consideration paid for those shares. A gain on a disposal of shares, together with other capital gains, less allowable capital losses in a year of assessment, is subject to tax at the individual’s marginal tax rate (maximum 41%) to the extent that it exceeds the annual exclusion (R30 000 for the years of assessment ended February 2016). Only 33.3% of the net capital gain is included in taxable income, resulting in a maximum effective tax rate on capital gains of 13.7%, effective 1 March 2015. On the death of a taxpayer, there is a deemed disposal of the shares at market value, unless the shares are bequeathed to, or in favour of, a surviving spouse. Deemed disposals to a surviving spouse, who is a South African resident, are treated, in practical effect, as taking place at no gain or loss. The annual exclusion where death occurs during the year of assessment ending February 2016 is R300 000. Where a taxpayer emigrates (i.e. ceases to be a South African tax resident) there will also be a deemed disposal of the shares at market value and this may trigger CGT. South African resident shareholders – corporates A disposal of shares by a South African resident corporate shareholder, that holds the shares as capital assets may give rise to a capital gain (or loss) for the purposes of CGT. The capital gain (or loss) on disposal of the shares is equal to the difference between the disposal proceeds and the base cost. A shareholder’s base cost for the shares will generally be the consideration paid for the shares. A capital gain on a disposal of shares by a corporate shareholder, together with other capital gains, less allowable losses in a year of assessment, is subject to tax at the normal tax rate for companies (currently 28%). Only 66.6% of the net capital gain is included in taxable income, resulting in a maximum effective tax rate on capital gains of 18.66%, effective 1 March 2012. Non-South African resident shareholders – individuals and corporates Non-South African residents are not subject to CGT except in two specific circumstances. A disposal of shares by a non-South African resident would give rise to a gain (or loss) for the purposes of CGT to the extent that the gains are realised pursuant to the disposal of any interest in immovable property situated in South Africa or the shares are attributable to a “permanent establishment” of the shareholder in South Africa. An interest in immovable property situated in South Africa includes shares if: • 80% or more of the market value of the interest in immovable property, at the time of disposal, is attributed directly or indirectly to immovable property held otherwise than as trading stock; and • the shareholder (alone or together with any connected person in relation to that shareholder), directly or indirectly holds at least 20% of the shares. Currently not more than 80% of the market value of the shares is attributable to immovable property and consequently the shares will not fall within the ambit of the South African capital gains tax legislation. Even if this were the case or if the shareholder has a permanent establishment in South Africa, the provisions of an applicable double tax agreement between South Africa and their country of tax residence would need to be consulted in order to determine which country has taxing rights in respect of any gain realised. Estate duty Where a person who is ordinarily resident in South Africa holds shares at the date of his or her death, the market value of such shares will be included in the estate. Estate duty is levied at a flat rate of 20% on the dutiable amount of the deceased estate to the extent that it exceeds R3.5 million per estate. In determining the dutiable amount of an estate, deductions are, inter alia, allowed for the value of bequests and property left to a surviving spouse, and estate liabilities, including capital gains tax paid on the deemed disposal of the shares on date of death. Securities Transfer Tax Generally, with regard to the South African tax regime, Securities transfer tax (“STT”) of 0.25% of the applicable taxable amount is payable in respect of every “transfer” of securities issued by a company incorporated in South Africa or in respect of shares of a foreign incorporated company that are registered

57 on an exchange (i.e. the JSE). “Transfer” includes any cancellation or redemption of a security, but does not include the issue of a security or any event that does not result in a change in beneficial ownership of a security. A purchase of shares from or through the agency of a JSE registered broker is subject to STT of 0.25% of the purchase consideration. The STT is payable by the broker, which may recover it from the transferee. Where shares are not purchased from or through the agency of a broker, but the change in beneficial ownership is effected by a CSDP, STT of 0.25% of the greater of the declared purchase consideration or the JSE closing price of shares on the date of the transaction is payable by the CSDP, which may recover it from the transferee. In any other case of a change in beneficial ownership of shares, STT of 0.25% of the greater of the declared purchase consideration or the JSE closing price of shares is payable by the transferee through the broker or CSDP, which holds the shares in custody. If the shares are not held in custody by a broker or CSDP, the STT is payable by the transferee through the issuing company.

58 SECTION 8

EXCHANGE CONTROL

68. SOUTH AFRICAN EXCHANGE CONTROL General Currency and shares are not freely transferable from South Africa to any jurisdiction outside the geographical borders of South Africa or jurisdictions outside of the Common Monetary Area. These transfers must comply with the South African Exchange Control Regulations as described below. The South African Exchange Control Regulations also regulate the acquisition by former residents and non- residents of Offer Shares. Applicants who are resident outside the Common Monetary Area should seek advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable an application to be made in response to the Offer. The following summary is intended as a guide and is therefore not comprehensive. If investors are in any doubt regarding South African Exchange Control Regulations, they should consult their professional adviser. Emigrants from the Common Monetary Area A former resident of the Common Monetary Area who has emigrated from South Africa may use emigrant blocked funds to acquire Offer Shares in terms of this Pre-listing Statement. All payments in respect of subscriptions for or purchases of Offer Shares by an emigrant using emigrant blocked funds must be made through the authorised dealer in foreign exchange controlling the blocked assets. Shares issued in respect of Offer Shares acquired with emigrant blocked funds in terms of this Pre-listing Statement will be credited to their emigrant blocked share accounts at the CSDP controlling their blocked portfolios. Shares issued in certificated form in respect of Offer Shares acquired with emigrant blocked Rand in terms of this Pre-listing Statement will be endorsed “Non-Resident” in accordance with the South African Exchange Control Regulations and will be placed under the control of an authorised dealer in foreign exchange through which the payment was made. If applicable, refund monies payable in respect of unsuccessful applications or partly successful applications for Offer Shares, as the case may be, in terms of this Pre-listing Statement, emanating from emigrant blocked accounts, will be returned, in terms of the South African Exchange Control Regulations, to the authorised dealer administering such emigrant blocked Rand, for credit to such applicants’ emigrant blocked accounts. The CSDP or broker through which the Company’s shareholders have dematerialised their shares is responsible for ensuring adherence to the South African Exchange Control Regulations. Applicants resident outside the Common Monetary Area A person who is not resident of the Common Monetary Area, including an emigrant not using emigrant blocked Rand, should obtain advice as to whether any governmental and/or other legal consent is required and/or whether any other formality must be observed to enable an application to be made in response to the Offer to be made in terms of the Offer. Any share certificates issued to non-residents of South Africa will be endorsed “Non-Resident” in accordance with the South African Exchange Control Regulations. All dematerialised shares issued will be credited directly to the shareholder’s non-resident share account held by his duly appointed CSDP. The CSDP or Broker through whom the Company’s Shareholders have dematerialised their Ordinary Shares will ensure that they adhere to the South African Exchange Control Regulations. If applicable, refund monies payable in respect of unsuccessful applications or partly successful applications for Offer Shares, as the case may be, in terms of this Pre-listing Statement, emanating from a person who is not a resident of the Common Monetary Area will be returned (subject to compliance with South African Exchange Control Regulations). Offer Shares acquired by non-residents Persons resident outside the Common Monetary Area applying for Offer Shares pursuant to this Pre- listing Statement should note that, while there are no restrictions similar to those placed on emigrants

59 using blocked funds, in regard to Offer Shares acquired by non-residents pursuant to this Pre-listing Statement, in the case of certificated shares, the share certificates will be endorsed with the words “Non- Resident” and, in the case of dematerialised shares, an appropriate electronic entry will be made in the relevant register reflecting a “Non-Resident” endorsement. Existing shares held by South African residents A South African resident who, having availed of their foreign investment allowance, is already a holder of Ordinary Shares listed on the BSE, remains subject to South African Exchange Control Regulations. Should such a Shareholder wish to transfer their Ordinary Shares from the BSE to the JSE after the Listing, they will require prior approval from the SARB and are advised to consult with an authorised dealer.

Signed at Gaborone, Botswana by and/or on behalf of Choppies in terms of a resolution of the Directors.

By order of the Board Ramachandran Ottapathu

Registered offi ce: Choppies Enterprises Limited (Registration number 2004/1681) Plot 115, Unit 5, Kgale Mews Kgale Hill Gaborone Botswana

60 Annexure 1

AUDITED HISTORICAL FINANCIAL INFORMATION OF CHOPPIES

BASIS OF PREPARATION The defi nitions and interpretations commencing on page 13 of the Pre–listing Statement have been used in this Annexure 1. The consolidated statements of fi nancial position at 30 June 2014, 30 June 2013 and 30 June 2012 and the consolidated statements of comprehensive income, changes in equity and cash fl ows and the accounting policies and notes for the years then ended (“Historical Financial Information”) have been extracted from the audited consolidated fi nancial statements of Choppies for the three years ended 30 June 2014, 2013 and 2012 (“Financial Statements”). Adjustments have been made to the presentation of the Historical Financial Information in order to achieve compliance with the JSE Listings Requirements. The Historical Financial Information is presented in P ula. The Financial Statements were audited by KPMG Botswana in accordance with International Standards on Auditing, and an unqualifi ed audit opinion on the Financial Statements was issued. KPMG Inc in South Africa ha s issued the reporting accountants report on this report of Historical Financial Information included as Annexure 3 to this Pre-Listing Statement. The Directors of Choppies are responsible for the preparation of the report on Historical Financial Information contained in this Annexure 1.

COMMENTARY 1. NATURE OF THE BUSINESS The primary business of the Group is concentrated in the retail supermarket industry. Choppies Enterprises Limited and its subsidiaries operate in Botswana, South Africa and Zimbabwe.

2. GENERAL REVIEW Choppies is a household retail name in Botswana with a market share of c. 3 6% of the overall national food retail market for the 2014 financial year. Its South African footprint spans the North West, Limpopo and northern Free State and Choppies is a recognised leading retail brand in all the towns in which it operates. In Zimbabwe Choppies has stores in Bulawayo and Harare. A review of the Choppies Operations is included in section 1.

3. EVENTS SUBSEQUENT TO THE REPORTING DATE The directors are not aware of any matter or circumstance of a material nature arising since the end of the financial year, otherwise not dealt with in the financial statements, which significantly affect the financial position of the company or the results of its operations.

4. SHARE CAPITAL The authorised share capital was increased from 1 043 772 802 to 1 174 207 583 ordinary shares of no par value during the year ended 30 June 2012. 304 347 826 ordinary shares were subsequently issued at P1,15 and 173 913 045 ordinary shares were repurchased from existing shareholders at P1.15 and cancelled on the listing of Choppies on the BSE, increasing the issued share capital to 1 174 207 583 ordinary shares of no par value. 85 060 preference shares were issued at P1.00 during the year ended 30 June 2012 . The number of preference shares in issue were reduced by 67 500 preference shares through a 5.5 to 1 consolidation. 532 440 preference shares were subsequently issued through a rights offer. 60 000 preference shares were issued at P1,75 in 2013 and 25 000 preference shares were issued at P5,4 in 2014. No ordinary shares have been issued during the years ended 30 June 2013 and 2014.

61 5. PROPERTY PLANT AND EQUIPMENT There has been no change in the nature or use of property, plant and equipment for the periods under review.

6. SUBSIDIARIES Details of Subsidiaries are set out in note 23.

7. DIVIDENDS A gross dividend of P49 924 988 was declared and paid during the current financial year (2013: P43 143 909, 2012: NIL).

8. DIRECTORS The directors and directors’ remuneration is set out in note 2.

9. CORPORATE STRUCTURE Subsidiaries are set out in note 23. Additional information is set out in note 26.

10. FINANCIAL YEAR END 30 June, every year

11. SECRETARY Corporate Services (Proprietary) Limited PO Box 406, Gaborone, Botswana

12. BUSINESS , REGISTERED AND POSTAL ADDRESSES Business address: Plot 169, Gaborone International Commerce Park, Gaborone, Botswana Registered address: Plot 115, Unit 5, Kgale Mews, Gaborone, Botswana Postal address: Private Bag 00278, Gaborone

13. AUDITORS KPMG Botswana.

14. PREPARER OF HISTORICAL FINANCIAL INFORMATION This Historical Financial Information was prepared under the supervision of Manikandan Madakkavil (Fellow of the Institute of Chartered Accountants of India and an Associate member of the Botswana Institute of Chartered Accountants) as the Chief Financial Officer.

62 STATEMENTS OF COMPREHENSIVE INCOME for the three years ended 30 June 2014, 2013 and 2012 2014 2013 2012 Note P P P Revenue 5 012 417 788 4 028 826 000 3 302 051 918 Cost of sales (3 933 346 939) (3 206 857 837) (2 659 882 749) Gross profi t 1 079 070 849 821 968 163 642 169 169 Other income 8 729 415 6 270 715 8 368 412 Expenditure (846 389 003) (628 051 397) (482 696 394) Administration expenses (650 278 245) (489 706 550) (366 351 519) Selling and distribution expenses (44 976 349) (33 256 662) (26 411 139) Other operating expenses (151 134 409) (105 088 185) (89 933 736) Operating profi t before net fi nance cost and taxation 1 241 411 261 200 187 481 167 841 187 Net fi nance cost 3 (11 976 825) (1 294 797) (10 563 562) Finance cost 3 (15 565 463) (11 413 415) (13 797 676) Finance income 3 3 588 638 10 118 618 3 234 114

Profi t before taxation 229 434 436 198 892 684 157 277 625 Taxation 4 (52 273 611) (45 591 706) (27 954 224) Profi t for the year 177 160 825 153 300 978 129 323 401 Other comprehensive income Items that will subsequently be reclassifi ed to profi t or loss: Foreign currency translation differences from foreign operations 3 486 538 (3 526 014) 106 731 Total comprehensive income for the year 180 647 363 149 774 964 129 430 132 Profi t for the year attributable to: Owners of the company 167 881 985 153 300 978 129 323 401 Non-controlling interests 9 278 840 – – 177 160 825 153 300 978 129 323 401 Total comprehensive income for the year attributable to: Owners of the company 173 498 394 149 774 964 129 430 132 Non-controlling interest 7 148 969 – – 180 647 363 149 774 964 129 430 132 Earnings per share (thebe) Basic 24 14.30 13.06 11.72 Diluted 24 14.30 13.06 11.72

63 STATEMENTS OF FINANCIAL POSITION At 30 June 2014, 2013 and 2012 2014 2013 2012 Note P P P Assets Non-current assets 1 094 807 693 683 270 752 610 879 548 Property, plant and equipment 5 597 039 928 346 611 836 274 581 060 Goodwill 6 454 041 764 301 239 209 301 239 209 Deferred taxation 7 15 217 237 14 108 564 11 259 455 Investments in new projects 8 28 508 764 21 311 143 23 799 824 Current assets 654 663 505 623 265 136 474 231 485 Inventories 9 407 871 118 265 534 517 216 648 895 Investments 10 2 900 2 900 2 900 Advances and deposits 11 53 872 087 54 761 254 26 013 537 Trade and other receivables 12 84 082 710 51 606 163 28 160 756 Amounts due from related entities 13 5 335 757 4 521 641 5 335 849 Cash and cash equivalents 14 103 498 933 246 838 661 198 069 548

Total assets 1 749 471 198 1 306 535 888 1 085 111 033 Equity and liabilities Equity 869 323 356 738 600 846 631 969 686 Stated capital 15 421 474 313 421 474 313 421 474 313 Preference shares 15 85 300 85 165 85 060 Foreign currency translation reserve 2 197 126 (3 419 283) 106 731 Retained earnings 438 417 648 320 460 651 210 303 582 Equity attributable to owners of the company 862 174 387 738 600 846 631 969 686 Non-controlling interests 16 7 148 969 – – Non-current liabilities 244 447 259 80 641 928 93 839 198 Long-term borrowings 17 210 164 307 60 381 063 77 272 897 Deferred operating lease liabilities 18 34 282 952 20 260 865 16 566 301 Current liabilities 635 700 583 487 293 114 359 302 149 Trade and other payables 19 404 159 338 373 993 018 290 904 824 Amounts due to related entities 13 28 520 670 33 486 110 2 564 684 Amounts owing to vendors for acquisitions 23 72 883 535 – – Current portion of long-term borrowings 17 66 186 147 26 254 446 34 122 420 Current portion of deferred operating lease liabilities 18 4 139 340 2 850 369 1 866 609 Taxation payable 14 151 526 19 000 528 10 443 548 Bank overdraft 14 45 660 027 31 708 643 19 400 064

Total equity and liabilities 1 749 471 198 1 306 535 888 1 085 111 033 Net asset value per share (thebe) 73.43 62.90 53.82 Tangible net asset value per share (thebe) 34.76 37.25 28.17 Shares in issue at end of year 1 174 207 583 1 174 207 583 1 174 207 583

64 P 686 Total P Non- interest controlling P and Capital reserves P reserve Foreign currency translation P earnings Retained 167 881 985 5 616 409 173 498 394 7 148 969 180 647 363 P Shares Preference – – 129 323 401– 106 731 129 430 132 – 153 300 978 – (3 526 014) 129 430 132 149 774 964 – 149 774 964 P Stated capital 283 402 197 – 80 980 181 – 364 382 378 – 364 382 378 years ended 30 June 2014, 2013 and 2012 t for the year 167 881 985 167 881 985 9 278 840 177 160 825 t for the year t for the year 129 323 401 129 323 401 153 300 978 – 129 323 401 153 300 978 – 153 300 978 Profi Other comprehensive income for the year 5 616 409 5 616 409 (2 129 871) 3 486 538 Balance at 30 June 2011 Profi Other comprehensive income for the yearProfi Other comprehensive income for the year 106 731 106 731 (3 526 014) – (3 526 014) 106 731 – (3 526 014) STATEMENTS OF CHANGES OF IN STATEMENTS EQUITY for the three comprehensive income for the year Total with owners recognised in equity Transactions Issue of ordinary sharesIssue of preference sharesBalance at 30 June 2012 comprehensive income for the year Total with owners recognised in equity Transactions Dividend declared 138 072 116Issue of preference shares Balance at 30 June 2013 421 474 313 comprehensive income for the year Total – 85 060 210 303 582 with owners recognised in equity Transactions Dividend declared 85 060Issue of preference shares 106 731Balance at 30 June 2014 421 474 313 631 969 686 85 165 320 460 651 – (3 419 283) 631 969 105 738 600 846 138 072 116 421 474 313 85 300 (43 143 909) 85 060 – 438 417 648 – 738 600 846 138 072 116 2 197 126 135 862 174 387 7 148 969 (43 143 909) 869 323 356 (49 924 988) 85 060 105 – (43 143 909) (49 924 988) 135 – 105 (49 924 988) 135

65 STATEMENTS OF CASH FLOWS for the three years ended 30 June 2014, 2013 and 2012 2014 2013 2012 Note P P P Cash fl ows from operating activities Profi t before taxation 229 434 436 198 892 684 157 277 625 Adjusted for: Interest cost 15 565 463 11 413 415 13 797 676 Interest income (3 588 638) (10 118 618) (3 234 114) Depreciation 122 013 113 73 374 972 56 225 322 Profi t on disposal of property, plant and equipment (6 425 876) (3 205 710) (4 382 285) Increase in deferred lease liability 15 311 058 4 678 324 3 012 883 Foreign currency translation gain/(loss) 3 486 538 (3 526 014) 106 480 Operating cash fl ows before working capital changes 375 796 094 271 509 053 222 803 587 Increase in inventories (64 690 865) (48 885 622) (46 734 117) Increase in advances and deposits (7 251 229) (28 747 717) (6 247 570) (Increase)/decrease in trade and other receivables (32 476 555) (23 445 407) 1 374 949 (Increase)/decrease in amount due from related parties (814 116) 814 208 20 770 998 Increase in trade and other payables 30 166 320 83 088 194 44 192 703 (Decrease)/increase in amounts due to related parties (4 705 013) 30 921 426 (3 353 266) Cash infl ows from operations 296 024 636 285 254 135 232 807 284 Interest received 3 588 638 10 118 618 3 234 114 Taxation paid 4.1 (56 190 622) (39 883 835) (41 880 691) Dividend paid (49 924 988) (43 143 909) – Net cash infl ows from operating activities 193 497 664 212 345 009 194 160 707 Cash fl ows from investing activities Acquisition of property, plant and equipment (318 918 014) (143 933 900) (89 907 345) Proceeds on disposal of property, plant and equipment 11 828 514 23 190 772 7 926 950 Acquisition of businesses 23 (192 246 467) – – Investments in new projects (25 602 434) (18 968 229) (22 315 783) Net cash outfl ows from investing activities (524 938 401) (139 711 357) (104 296 178) Cash fl ows from fi nancing activities Financing obtained from third parties 246 941 674 24 386 241 30 626 130 Issue of ordinary share capital – – 150 000 000 Share issue costs – – (11 927 884) Proceeds from issue of preference shares 135 105 85 060 Capital repayment of long term liabilities (57 226 721) (49 146 049) (42 011 667) Repayment to shareholders – – (33 269 705) Repayment from shareholders – – 1 289 184 Interest paid (15 565 463) (11 413 415) (13 797 676) Net cash infl ows/(outfl ows) from fi nancing activities 174 149 625 (36 173 118) 80 993 442 Net (decrease)/increase in cash and cash equivalents (157 291 112) 36 460 534 170 857 971 Cash and cash equivalents at beginning of the year 215 130 018 178 669 484 7 811 513 Cash and cash equivalents at end of the year 14 57 838 906 215 130 018 178 669 484

66 NOTES TO THE REPORT OF HISTORICAL FINANCIAL INFORMATION For the three years ended 30 June 2014, 2013 and 2012

Significant accounting policies Choppies Enterprises Limited is a Company registered and domiciled in the Republic of Botswana and listed on the Botswana Stock Exchange. The Company registration number is 2004/1681. The consolidated fi nancial statements from which the Historical Financial Information has been extracted with adjustments for presentation in order to comply with the JSE Listings Requirements, comprise the company and its subsidiaries (collectively referred to as the “Group”).

Statement of compliance The Historical Financial Information is prepared in accordance with the International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the fi nancial pronouncements as issued by the Financial Reporting Standards Council.

Basis of presentation The Historical Financial Information is presented in Botswana Pula (P), which is also the functional currency of the company. The Historical Financial Information is prepared on the historical cost basis, except for certain fi nancial instruments which are measured at fair value. The fi nancial statements upon which the Historical Financial Information is based incorporate the following accounting policies which are consistent with those applied in the previous years, except for the changes below: The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards:

Effective 1 July 2013: • IFRS 10 Consolidated Financial Statements (2011) • IFRS 12 Disclosure of Interests in Other Entities • IFRS 13 Fair Value Measurement

Effective 1 July 2012 • IAS amendment – Presentation of Financial Statements: Presentation of Items of Other Comprehensive Income • IAS12 Deferred tax: Recovery of Underlying Assets

Effective 1 July 2011 • IAS 24 related party disclosures • IFRS12 (amendment) Transfers of Financial Assets The adoption of these standard and interpretations has had no effect on the Historical Financial Information for the years other than some additional disclosure requirements nor have they required the restatement of prior year fi gures.

Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The fi nancial statements of subsidiaries are included in the consolidated fi nancial statements, upon which the Historical Financial Information is based, from the date that control commences until the date that control ceases. The Historical Financial Information has been prepared using uniform accounting policies for like transactions and other events in similar circumstances.

Business combinations All business combinations are accounted for by applying the acquisitions method at the acquisition date, which is the date on which control is transferred to the Group. The Group measures goodwill at the acquisition date as the fair values of the consideration transferred including the recognised amount of any non-controlling interest the Group acquires less the net recognised amounts of identifi able assets acquired and liabilities assumed, all measured as at the acquisition date.

67 Transactions eliminated on consolidation Intra-Group balances, and income and expenses arising from intra-Group transactions, are eliminated in preparing the consolidated Historical Financial Information. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Non-controlling interest (NCI) NCI is measured at its proportionate share of the acquiree’s identifi able net assets at the acquisition date.

Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognised in profi t or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation Depreciation is recognised in profi t or loss on a straight-line basis over the estimated useful life of each part of property, plant and equipment. The items of property, plant and equipment are depreciated at the following annual rates except for freehold land: • Leasehold improvements over the lease term • Buildings 2.50% • Plant and machinery 15% – 20% • Computer equipment 25% • Furniture and fittings and office equipment 10% • Motor vehicles 25% • Aircrafts 25% Freehold land is not depreciated as it is considered to have an indefi nite useful life. The residual value of each part of property, plant and equipment, if not insignifi cant, is reassessed annually. The useful lives of property, plant and equipment and methods of depreciation are also reassessed annually. Each part of property, plant and equipment with a cost that is signifi cant in relation to the total cost of the item is depreciated separately. Gains or losses on disposal are determined by comparing proceeds with the carrying amounts and are recognised in profi t or loss. Repairs and maintenance costs are recognised in profi t or loss during the fi nancial period in which these costs are incurred. The cost of a major renovation is included in the carrying amount of the related asset when it is probable that future economic benefi ts will fl ow to the Group. Major renovations are depreciated over the remaining useful life of the related asset. Subsequent expenditure is capitalised only if it is probable that the future economic benefi ts associated with the expenditure will fl ow to the Group.

Investments in new projects Investments in new projects consist of balances paid to third parties either in advance or to comply with contractual requirements for the development of new stores. These amounts are recognised at the original amounts paid. Impairment losses, based on the credit risk assessment of the parties to whom amounts have been advanced or with whom they have been deposited, are recognised in profi t or loss when it is probable that the full amount paid will not be recovered.

Impairment Financial assets A fi nancial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A fi nancial asset is considered to be impaired if objective evidence indicates that one or more events had a negative effect on the estimated future cash fl ows of that asset.

68 An impairment loss in respect of the fi nancial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash fl ows discounted at the original effective interest rate. Signifi cant fi nancial assets are assessed for impairment on an individual basis. The remaining fi nancial assets are assessed collectively in Groups that share similar credit risk characteristics. Impairment losses are recognised in profi t or loss. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. The reversal of the impairment loss is recognised in profi t or loss. Non-financial assets The carrying values of non-fi nancial assets (except for deferred tax assets and inventories) are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifi able asset group that generates cash infl ows that are largely independent of the cash infl ows from other assets or asset groups. Impairment losses are recognised in profi t or loss. The recoverable amount of an asset or cash-generating unit is the greater of its value in use or its fair value less costs to sell. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. Impairment losses recognised in the prior periods are assessed at each reporting date for any indication that these losses have decreased or no longer exist. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation and amortisation, if no impairment was recognised.

Leases A lease is classifi ed as a fi nance lease when it transfers substantially all the risks and rewards incidental to ownership. A lease is classifi ed as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership.

Finance leases Finance leased assets are recognised in the statements of fi nancial position at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statements of fi nancial position as a fi nance lease obligation. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease. The lease payments are apportioned between the fi nance charge and the reduction of the outstanding liability. The fi nance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Operating leases Payments made under operating leases are recognised in profi t or loss on a straight-line basis over the term of the lease. Lease incentives are recognised in profi t or loss as an integral part of the total lease expense.

Goodwill Goodwill represents amounts arising on acquisition of businesses. The goodwill consists of the difference between the cost of the acquisition and the fair value of the net identifi able assets acquired. Goodwill is measured at cost less any accumulated impairment losses. Goodwill is allocated to the individual cash generating units and is tested annually for impairment. An impairment loss is recognised if the present value of the estimated future cash fl ows arising from the identifi ed units is exceeded by the carrying amount of the assets and liabilities of the unit including goodwill or the fair value less the cost to sell of the cash generating unit exceeds the carrying amount including goodwill. An impairment loss is recognised in profi t or loss in the year in which it is identifi ed. An impairment loss in respect of goodwill is not reversed.

69 Inventories Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less estimated selling expenses. The cost of inventories is based on the weighted average cost basis and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Obsolete, redundant and slow moving inventories are identifi ed on a regular basis and are written down to their estimated net realisable values.

Taxation Taxation comprises current and deferred taxation. Taxation is recognised in profi t or loss except to the extent that it relates to items recognised directly in equity or other comprehensive income in which case it is recognised in equity or other comprehensive income. Current taxation is the expected tax payable on the taxable income for the year, using tax rates enacted at the reporting date and any adjustment to tax payable in respect of previous years. Deferred taxation is provided for temporary differences between the carrying amounts of assets and liabilities for fi nancial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: • temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and • taxable temporary differences arising on the initial recognition of goodwill. The amount of deferred taxation provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. A deferred taxation asset is recognised only to the extent that it is probable that future taxable profi ts will be available against which the unused tax losses and credits can be utilised. Deferred taxation assets are reduced to the extent that it is no longer probable that the related tax benefi t will be realised.

Employee benefits Short-term employee benefits Employee entitlements to annual leave, bonuses, medical aid, housing benefi ts and severance benefi ts are recognised when they accrue to employees and an accrual is recognised for the estimated liability as a result of services rendered by employees up to the reporting date. Severance benefits Employees, who are not members of an approved pension scheme or entitled to gratuities per their employment contracts, are entitled to severance benefi ts as regulated by the Botswana Employment Act. An accrual is recognised for the estimated liability for services rendered by employees up to the reporting date. Defined contribution plans A defi ned contribution plan is a post-employment benefi t plan under which the Group pays fi xed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to approved defi ned contribution plans are recognised as personnel expenses in profi t or loss in the periods during which the related services were rendered.

Revenue Revenue is measured at the fair value of the consideration received or receivable for goods provided and services rendered in the normal course of business. Revenue from the sale of goods is exclusive of value added tax and discounts granted and is recognised in profi t or loss when the following conditions have been satisfi ed: • the Group has transferred to the buyer the significant risks and rewards of ownership of the goods; • the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • the amount of revenue can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the Group; and • the costs incurred or to be incurred in respect of the transaction can be measured reliably. Revenue from rendering of services is exclusive of value added tax and discounts granted and is recognised in profi t or loss when the following conditions have been satisfi ed:

70 • the amount of revenue can be measured reliably; • the stage of completion of the transaction at the reporting date can be measured reliably; • it is probable that the economic benefits associated with the transaction will flow to the Group; and • the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Finance income Interest received is recognised in profi t or loss using the effective interest method.

Finance cost Interest costs are recognised in profi t or loss using the effective interest rate method.

Earnings per share The Group presents basic and diluted earnings per share and headline earnings and diluted headline earnings per share information for its ordinary shares. Basic earnings per share is calculated by dividing the profi t or loss after taxation attributable to ordinary shareholders of the company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is determined by dividing the profi t or loss after taxation attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding adjusted for the effects of all dilutive instruments in issue. Headline earnings per share is calculated by dividing headline earnings attributable to ordinary shareholders of the company by the weighted average number of ordinary shares outstanding during the period. Diluted headline earnings per share is determined by dividing headline earnings attributable to ordinary shareholders of the company by the weighted average number of ordinary shares outstanding adjusted for the effects of all dilutive instruments in issue.

Stated capital Ordinary shares are classifi ed as stated capital. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Preference shares Preference shares are classifi ed as equity if they are non-redeemable, or redeemable only at the company’s option, and any dividends are discretionary. Discretionary dividends thereon are recognised as distributions within equity upon approval by the company’s shareholders. Preference shares are classifi ed as a fi nancial liability if they are redeemable on a specifi c date or at the option of the shareholders, or if dividend payments are not discretionary. Non-discretionary dividends thereon are recognised as interest expense in profi t or loss as accrued.

Dividend income The Group recognises dividends when the Group’s right to receive payment is established. This is on the “record date” for listed shares, and on the “date of declaration” for unlisted shares.

Dividends paid Dividends paid are recognised in equity in the period in which they are approved by the directors. Dividends declared after the reporting date are not recognised as a liability in the statements of fi nancial position. Dividend per share is calculated based on the dividends declared during the year divided by the number of ordinary shares in issue at the time of declaration. Botswana withholding tax of 7.50% is payable on the gross value of dividends and is recognised as part of gross dividends declared.

Segmental reporting The Group discloses segmental fi nancial information which is being used internally by the entity’s chief operating decision maker (“CODM”) in order to assess performance and allocate resources. Operating segments are individual components of an entity that engage in business activities from which it may earn revenues and incur expenses, and whose operating results are regularly reviewed by the entity’s CODM and for which discrete fi nancial information is available. Operating segments, per geographical regions, are aggregated for reporting purposes.

71 Foreign currency transactions Transactions in foreign currencies Transactions in foreign currencies are translated to Pula at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Pula at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profi t or loss. Foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated at foreign exchange rates ruling at the reporting date. The revenues and expenses of foreign operations are translated at the monthly weighted average rate of exchange for the year which approximates the rate at the dates of the transactions. Profi ts or losses arising on the translation of assets and liabilities of foreign operations are recognised in other comprehensive income, except to the extent that the translation difference is allocated to NCI, and presented within equity and shown separately in a foreign currency translation reserve. When a foreign operation is disposed of in its entirety or partially such that control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassifi ed to profi t or loss as part of the gain or loss on disposal.

Financial instruments Recognition A fi nancial instrument is recognised when the Group becomes party to the contractual provisions of the instrument. Regular way purchases and sales of fi nancial instruments are accounted for at trade date, i.e. the date that the Group commits itself to purchase or sell the asset. Financial assets are derecognised if the Group’s contractual rights to the cash fl ows from the fi nancial asset expire or if the Group transfers the fi nancial asset to another party without retaining control or substantially all risk and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations specifi ed in the contract expire or are discharged or cancelled. Derivative financial instruments Derivatives are recognised initially at fair value and attributable transaction costs are recognised in profi t or loss when incurred. Subsequent to initial recognition, derivatives are measured at fair value and any changes therein are accounted for in profi t or loss as they arise. Non-derivative financial instruments Non-derivative fi nancial instruments comprise investments, trade and other receivables, advances and deposits, amounts due from related parties, cash and cash equivalents, borrowings, trade and other payables and amounts due to related parties. Non-derivative fi nancial instruments are recognised initially at fair value plus, any directly attributable transaction costs. Subsequent to initial recognition non-derivative fi nancial instruments are measured as described below. Financial assets The principal fi nancial assets comprise the following: Cash and cash equivalents Cash and cash equivalents are defi ned as cash on hand, demand deposits and short-term highly liquid investments readily convertible to known amounts of cash and subject to insignifi cant risk of changes in value. Bank overdrafts, which are repayable on demand and form an integral part of the Group’s cash management, are included as a component of cash and cash equivalents for the purpose of the statements of cash fl ows. Cash and cash equivalents are subsequently stated at amortised cost and classifi ed as loans and receivables. (Refer to note 20.) Investments Quoted equity securities are originally recognised at the fair value of the consideration paid to acquire the securities. The equity securities are subsequently measured at fair value which is their quoted price, which is derived from the stock exchange on which these securities are listed. Changes in the fair value of investments is recognised in profi t or loss. Quoted investments are classifi ed as fi nancial assets designated at fair value. (Refer to note 20.)

72 Trade and other receivables Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less impairment losses. An accrual for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original credit terms. Signifi cant fi nancial diffi culties of the debtor, probability that the debtor will enter bankruptcy or fi nancial reorganisation, and default or delinquency in payments (more than 120 days overdue) are considered indicators that a trade receivable is impaired. Trade and other receivables are classifi ed as loans and receivables (refer to note 20). Amounts due from related entities The amounts due from related entities are stated at amortised cost less impairment losses. Impairment losses are recognised in profi t or loss when collection of the full amount is no longer probable. Amounts due from related entities are classifi ed as loans and receivables (refer to note 20). Advances and deposits Advances and deposits consist of balances paid to third parties either in advance or to comply with contractual requirements. These amounts are recognised at the original amounts paid. Impairment losses, based on the credit risk assessment of the parties to whom amounts have been advanced or with whom they have been deposited, are recognised in profi t or loss when it is probable that the full amount paid will not be recovered. Advances and deposits are classifi ed as loans and receivables (refer to note 20).

Financial liabilities The principal fi nancial liabilities comprise the following: Trade and other payables Liabilities for trade and other payables, which are normally settled on 30 to 90-day terms, are refl ected at amortised cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Group. Trade and other payables are classifi ed as fi nancial liabilities at amortised cost (refer to note 20). Interest-bearing borrowings Interest-bearing borrowings are initially recognised at the fair value of the consideration received and include acquisition charges associated with the borrowing/loan. After initial recognition, all interest-bearing borrowings are subsequently measured at amortised cost. Amortised cost is calculated by taking into account any discount or premium on settlement. Interest-bearing loans and borrowings are classifi ed as fi nancial liabilities at amortised cost (refer to note 20). Amounts due to related entities The amounts due to related entities are carried at amortised cost, which is the fair value of the consideration to be paid in the future for goods and services received. Amounts due to related entities are classifi ed as fi nancial liabilities at amortised cost (refer to note 20). Gains or losses on subsequent measurement For liabilities carried at amortised cost, any gain or loss is recognised in profi t or loss when the liability is derecognised as well as through the amortisation process. Gains or losses arising from a change in the fair value of fi nancial instruments are included in profi t or loss in the period in which the change arises. Offset Financial assets and fi nancial liabilities are offset and the net amount reported in the statement of fi nancial position when the Group has a legally enforceable right to set off the recognised amounts, and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

New standards and interpretations not yet effective The following are new standards, amendments to standards and interpretations which are not yet effective for the year ended 30 June 2014 and have not been applied in preparing th is Historical Financial Information: IFRS 14 Regulatory Deferral Accounts – IFRS 14 provides guidance on accounting for regulatory deferral account balances by fi rst-time adopters of IFRS. To apply this standard, the entity has to be rate-regulated. In other words the establishment of prices that can be charged to its customers for goods and services is subject to oversight and/or approval by an authorised body.

73 It permits fi rst-time adopters of IFRS to continue using previous GAAP to account for the regulatory deferral account balances. Entities can apply this interim standard only if they accounted for regulatory deferral account balances in their fi nancial statements immediately before transition to IFRS. The standard which is effective for fi nancial reporting years beginning on or after 1 January 2016 (with early adoption permitted) will not have any impact on the Historical Financial Information. IFRS 9 Financial Instruments – IFRS 9 (2009) introduces new requirements for the classifi cation and measurement of fi nancial assets. Under IFRS 9 (2009), fi nancial assets are classifi ed and measured based on the business model in which they are held and the characteristics of their contractual cash fl ows. IFRS 9 (2010) introduces additions relating to fi nancial liabilities. On 19 November 2013, the IASB issued a new general hedge accounting standard, part of IFRS 9 Financial Instruments (2013). The new standard removed the 1 January 2015 effective date of IFRS 9. A new mandatory effective date will be determined once the classifi cation and measurement and impairment phases of IFRS 9 are fi nalised. The Group will adopt the standard in the fi rst annual period beginning on or after the mandatory effective date (once specifi ed). The impact of the adoption of IFRS 9 has not yet been estimated as the standard is still being revised and impairment and micro-hedge accounting guidance is still outstanding. The Group will assess the impact once the standard has been fi nalised and the effective dates are known. Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) – The amendments clarify when an entity can offset fi nancial assets and fi nancial liabilities. These amendments are effective for annual periods beginning on or after 1 January 2014 with early adoption permitted. These amendments will have no impact on the Group as the Group has no master netting arrangements in place. Recoverable Amount Disclosures for Non-Financial Assets (Amendment to IAS 36) – The amendment reverses the unintended requirement in IFRS 13 Fair Value Measurement to disclose the recoverable amount of every cash-generating unit to which signifi cant goodwill or indefi nite-lived intangible assets have been allocated. Under the amendments, the recoverable amount is required to be disclosed only when an impairment loss has been recognised or reversed. The amendment has no impact on the Group’s Historical Financial Information as no impairment losses relating to goodwill has been recognised or reversed in the current year. Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39) – IAS 39 requires an entity to discontinue hedge accounting if the derivative hedging instrument is novated to a clearing counterparty, unless the hedging instrument is being replaced as part of the entity’s original documented hedging strategy. These amendments add a limited exception to IAS 39, to provide relief from discounting an existing hedging relationship, when a novation was not contemplated and the original hedging documentation meets specifi c criteria. The Group has no hedging instruments that have to be novated to a new clearing counterparty. These amendments are applied retrospectively for annual periods beginning on or after 1 January 2014 with early adoption permitted. Levies IFRIC 21 – Levies have become more common in recent years, with governments in a number of jurisdictions introducing levies to raise additional income. Current practice on how to account for these levies is mixed IFRIC 21 provides guidance on accounting for levies in accordance with IAS 37 Provisions, Contingent Liabilities and Assets. This interpretation which is effective for annual periods commencing on or after 1 January 2014 with retrospective application is not expected to have any impact on the Group’s fi nancial statements. Revenue from contracts with customers IFRS 15 – This standard replaces IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfer of Assets from Customers and SIC-31 Revenue – Barter of Transactions Involving Advertising Services. The standard contains a single model that applies to contracts with customers and two approaches to recognising revenue: at a point in time or over time. The model features a contract-based fi ve- step analysis of transactions to determine whether, how much and when revenue is recognised. The standard is effective for annual periods beginning on or after 1 January 2017 (with early adoption permitted under IFRS). The standard is not expected to have a signifi cant impact on the Group due to the nature of its revenue transactions. Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11) – The amendments require business combination accounting to be applied to acquisitions of interests in a joint operation that constitutes a business. Business combination accounting also applies to the acquisition of additional interests in a joint operation while the joint operator retains joint control. The additional interest acquired will be measured at fair value. The previously held interest in the joint operation will not be remeasured. As a consequence of these amendments, the Group will amend its accounting policy with effect from 1 July 2016 for acquisitions of interests in a joint operation. The amendments apply prospectively for annual periods beginning on or after 1 January 2016 and early adoption is permitted. The impact of these amendments will need to be considered in the Group’s expansions and acquisitions in the future.

74 Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) – These amendments clarify that a qualifying investment entity is required to account for investments in controlled entities, as well as investments in associates and joint ventures, at fair value through profi t or loss; the only exception would be subsidiaries that are considered an extension of the investment entity’s investment activities. The consolidation exemption is mandatory and not optional. These amendments which are effective for annual periods beginning on or after 1 January 2014 with early adoption permitted are not expected to have any impact on the Group’s fi nancial statements. Defi ned Benefi t Plans: Employee Contributions (Amendments to IAS 19) – These amendments introduce relief that will reduce the complexity and burden of accounting for certain contributions from employees or third parties. Such contributions are eligible for practical expedient if they are: • set out in the formal terms of the plan • linked to service • independent of the number of years of service. When contributions are eligible for the practical expedient, a company is permitted (but not required) to recognise them as a reduction of the service cost in the period in which the related service is rendered. These amendments, which are applied retrospectively for annual periods beginning on or after 1 July 2014 (with early adoption permitted), are not expected to have any impact on the Group’s Historical Financial Information.

1. OPERATING PROFIT BEFORE INTEREST AND TAXATION 2014 2013 2012 P P P Operating profi t before interest and taxation is stated after taking into account the following: Movement in deferred lease liabilities 15 311 058 4 678 324 3 012 883 Depreciation 122 013 113 73 374 972 56 225 322 Audit fees 4 151 750 2 985 150 2 133 850 – For audit services 2 940 000 2 520 000 2 133 850 – For non-audit services 1 211 750 465 150 – Operating lease cost – cash payments 115 728 787 78 575 286 50 977 295 Employee costs excluding directors’ remunerations 281 911 092 205 025 048 152 847 091 Salaries and wages 279 986 002 203 815 000 151 786 770 Pension fund contributions 1 925 090 1 210 048 1 060 321 Donations 3 228 835 2 842 077 2 754 092 Profi t on disposal of property, plant and equipment (6 425 876) (3 205 710) (4 382 285) Training levy 9 963 110 8 970 094 7 550 778 Directors’ remuneration (refer to note 2) 20 722 525 22 592 843 21 965 050

75 2. AMOUNTS PAID TO KEY PERSONNEL Key personnel comprise of executive directors who are involved in the day to day operations of the Group and non executive directors on the Board. Directors’ remuneration was as follows: Directors’ Medical fees Salaries Bonus aid Total 2014 P P P P P Independent non-executive directors His Excellency Festus Gontebanye Mogae, Former President of the Republic of Botswana 673 508 – – – 673 508 Robert Neil Matthews 460 587 – – – 460 587 Dorcas Ana Kgosietsile 429 338 – – – 429 338 Timothy Gordom Marsland* 29 338 – – – 29 338 Sydney Alan Muller – – – – – Non-executive directors Peter Walther Baird – – – – – Executive directors Ramachandran Ottapathu – 10 713 626 882 933 35 184 11 631 743 Farouk Essop Ismail – 6 860 875 602 000 35 136 7 498 011 1 592 771 17 574 501 1 484 933 70 320 20 722 525

*Resigned on 24 September 2013.

Independent non-executive directors His Excellency Festus Gontebanye Mogae, Former President of the Republic of Botswana 648,508 – – – 648 508 Robert Neil Matthews 420,000 – – – 420 000 Dorcas Ana Kgosietsile 370,000 – – – 370 000 Timothy Gordon Marsland 410,000 – – – 410 000 Non-executive directors – Peter Walther Baird – – – – Executive directors Ramachandran Ottapathu – 10 075 316 826 000 32 720 10 934 036 Farouk Essop Ismail – 8 951 623 826 000 32 676 9 810 299 1 848 508 19 026 939 1 652 000 65 396 22 592 843 2012 Independent non-executive directors His Excellency Festus Gontebanye Mogae, Former President of the Republic of Botswana 629 392 – – – 629 392 Robert Neil Matthews 50 000 – – – 50 000 Dorcas Ana Kgosietsile 125 000 – – – 125 000 Timothy Gordon Marsland 75 000 – – – 75 000 RS Tilney 56 000 – – – 56 000 Executive directors Ramachandran Ottapathu 75 000 10 439 829 – 30 756 10 545 585 Farouk Essop Ismail 75 000 10 439 829 – 30 716 10 545 545 1 085 392 20 879 658 – 61 472 22 026 522

76 3. NET FINANCE COST 2014 2013 2012 P P P Finance cost (15 565 463) (11 413 415) (13 797 676) Interest paid – borrowings (13 974 090) (9 976 824) (12 288 160) Interest paid – bank overdraft (1 591 373) (1 436 591) (1 509 516) Finance income Interest received 3 588 638 10 118 618 3 234 114 (11 976 825) (1 294 797) (10 563 562)

4. TAXATION Company tax Botswana 46 391 536 48 267 424 39 756 694 Current year 44 881 705 47 778 851 36 763 157 Prior year 1 509 831 488 573 2 993 537 Foreign Current year 4 950 084 173 391 – Total company tax 51 341 620 48 440 815 39 756 694 Deferred tax Botswana 7 886 609 3 316 510 (7 941 557) Current year 9 015 880 (630 974) Prior year (1 129 271) – (7 310 583) Foreign Current year (6 954 618) (467 401) (3 860 913) Total deferred tax 931 991 (2 849 109) (11 802 470) 52 273 611 45 591 706 27 954 224 Total losses available for set off against future taxable income 104 521 695 88 587 826 62 640 574 Botswana 39 114 454 46 147 826 24 190 539 Foreign (South Africa) 65 407 241 42 440 000 38 450 035 Accounted for in deferred tax 104 521 695 88 587 826 62 640 574 Botswana 39 114 454 46 147 826 24 190 540 Foreign (South Africa) 65 407 241 42 440 000 38 450 035

Not accounted for in deferred tax – – Tax losses are analysed as follows: – 2008 – – 607 638 – 2009 5 661 225 6 494 347 8 440 474 – 2010 14 212 898 16 658 545 15 948 622 – 2011 13 280 517 26 520 830 16 741 101 – 2012 – 14 298 423 20 902 739 – 2013 36 410 254 29 305 305 – – 2014 34 956 801 – – Effects of movement in foreign exchange rates – (4 689 624) – Total 104 521 695 88 587 826 62 640 574

77 2014 %P Reconciliation of effective tax rates: Profi t before taxation 229 434 436 Normal income tax at statutory rate 22.00 50 475 576 Effect of tax rates in foreign jurisdictions 1.86 4 259 068 Non-deductible expenses 0.32 736 438 Recognition of previously unrecognised tax losses (1.57) (3 578 031) Prior year under provision of company taxation 0.66 1 509 831 Over provision of deferred taxation (0.49) (1 129 271) Taxation per profi t or loss 22.78 52 273 611 2013 Profi t before taxation 198 892 684 Normal income tax at statutory rate 22.00 43 756 390 Effect of tax rates in foreign jurisdictions 0.44 885 066 Non-deductible expenses 0.23 461 677 Prior year under provision of company taxation 0.25 488 573 Taxation per profi t or loss 22.92 45 591 706 2012 Profi t before taxation 157 277 625 Normal income tax at statutory rate 22.00 34 601 078 Effect of tax rates in foreign jurisdictions 0.57 893 344 Non-deductible expenses 0.81 1 268 735 Recognition of previously unrecognised tax losses (2.86) (4 491 887) Prior year over provision of deferred tax (4.65) (7 310 583) Prior year under provision of company taxation 1.90 2 993 537 Taxation per profi t or loss 17.77 27 954 224

4.1 Taxation paid 2014 2013 2012 P P P Taxation payable is reconciled as follows: Tax payable at beginning of year 19 000 528 10 443 548 12 567 545 Current year charge 51 341 620 48 440 815 39 756 694 Taxation payments made (56 190 622) (39 883 835) (41 880 691) Tax payable at end of year 14 151 526 19 000 528 10 443 548

5. PROPERTY, PLANT AND EQUIPMENT The movement in property, plant and equipment during the years can be analysed as follows: At beginning At end of 2014 of year Additions* Disposals year Cost P P P P Buildings and leasehold improvements 26 196 957 1 652 951 – 27 849 908 Plant and machinery 277 173 627 158 382 078 (4 118 111) 431 437 594 Computer equipment 24 548 759 27 448 564 (362 702) 51 634 621 Offi ce equipment 3 947 574 353 836 – 4 301 410 Furniture and fi ttings 102 652 782 45 434 215 (1 840 235) 146 246 762 Aircraft 23 940 332 81 400 203 – 105 340 535 Motor vehicles 152 811 924 63 171 995 (17 344 759) 198 639 160 611 271 955 377 843 842 (23 665 807) 965 449 990

78 At beginning At end of 2014 of year Depreciation Disposals year Accumulated depreciation P P P P Buildings and leasehold improvements 504 563 271 404 – 775 967 Plant and machinery 114 562 497 53 180 133 (2 471 926) 165 270 704 Computer equipment 14 609 767 8 589 285 (352 760) 22 846 292 Offi ce equipment 1 508 553 87 408 – 1 595 961 Furniture and fi ttings 37 339 227 14 046 309 (618 505) 50 767 031 Aircraft 21 546 299 11 750 064 – 33 296 363 Motor vehicles 74 589 213 34 088 510 (14 819 979) 93 857 744 264 660 119 122 013 113 (18 263 170) 368 410 062 Carrying amount 346 611 836 597 039 928

At beginning At end of 2013 of year Additions Disposals year Cost P P P P Buildings and leasehold improvements 37 906 588 8 890 909 (20 600 540) 26 196 957 Plant and machinery 186 667 947 90 855 668 (349 988) 277 173 627 Computer equipment 15 846 221 8 702 538 – 24 548 759 Offi ce equipment 3 947 574 – – 3 947 574 Furniture and fi ttings 76 534 552 26 139 480 (21 250) 102 652 782 Aircraft 23 940 332 – – 23 940 332 Motor vehicles 128 798 133 30 802 215 (6 788 424) 152 811 924 473 641 347 165 390 810 (27 760 202) 611 271 955

At beginning At end of 2013 of year Depreciation Disposals year Accumulated depreciation P P P P Buildings and leasehold improvements 2 552 349 88 441 (2 136 227) 504 563 Plant and machinery 84 227 148 30 543 306 (207 957) 114 562 497 Computer equipment 11 895 566 2 714 201 – 14 609 767 Offi ce equipment 1 340 134 168 419 – 1 508 553 Furniture and fi ttings 29 032 339 8 317 559 (10 671) 37 339 227 Aircraft 16 277 787 5 268 512 – 21 546 299 Motor vehicles 53 734 964 26 274 534 (5 420 285) 74 589 213 199 060 287 73 374 972 (7 775 140) 264 660 119 Carrying amount 274 581 060 346 611 836

At beginning At end of 2012 of year Additions Disposals year Cost P P P P Buildings and leasehold improvements 35 648 931 2 357 657 (100 000) 37 906 588 Plant and machinery 138 675 261 49 459 050 (1 466 364) 186 667 947 Computer equipment 12 511 503 3 467 358 (132 640) 15 846 221 Offi ce equipment 3 947 574 – – 3 947 574 Furniture and fi ttings 59 382 774 17 630 991 (479 213) 76 534 552 Aircraft 23 940 332 – – 23 940 332 Motor vehicles 105 790 997 37 010 790 (14 003 654) 128 798 133 379 897 372 109 925 846 (16 181 871) 473 641 347

79 At beginning At end of 2012 of year Depreciation Disposals year Accumulated depreciation P P P P Buildings and leasehold improvements 1 921 156 631 193 – 2 552 349 Plant and machinery 66 876 124 18 571 008 (1 219 984) 84 227 148 Computer equipment 10 268 364 1 759 842 (132 640) 11 895 566 Offi ce equipment 1 292 588 47 546 – 1 340 134 Furniture and fi ttings 22 764 854 6 297 219 (29 734) 29 032 339 Aircraft 10 891 212 5 386 575 – 16 277 787 Motor vehicles 41 457 873 23 531 939 (11 254 848) 53 734 964 155 472 171 56 225 322 (12 637 206) 199 060 287 Carrying amount 224 425 201 274 581 060 * Included in additions are amounts reclassified from investments in projects of P18 404 813 (2013: P21 311 143 2012: P20 018 501) and assets acquired through business combinations of P40 521 015 (2013: P Nil, 2012 P Nil). Motor vehicles with a carrying amount of P50 693 278 (2013: P53 869 718, 2012: P73 133 027), plant and machinery with a carrying amount of P11 752 759 (2013: P2 603 116, 2012: P6 259 691) and an aircraft with a carrying amount of P69 650 140 (2013: nil, 2012: P Nil) are encumbered by finance lease agreements with various financial institutions as set out in note 17. There were no changes to the nature or use of property, plant and equipment during the year.

6. GOODWILL The movement in goodwill can be analysed as follows: 2014 2013 2012 P P P Balance at beginning of year 301 239 209 301 239 209 301 239 209 Arising on business combination 152 802 555 – – Balance at end of year 454 041 764 301 239 209 301 239 209

The valuation of goodwill at the reporting date was determined by comparing the value in use of the cash generating units (CGUs) to which the goodwill is allocated to the carrying amounts of the assets and liabilities of the CGUs. The value in use is determined by discounting the estimated future cash flows of the CGUs to their present value. This was based on five-year cash flow projections based on the most recent budgets approved by management and extrapolations of cash flows. The growth rates incorporated in the projections do not exceed the average long-term growth rates for the market. Goodwill is allocated to the Group’s CGUs as follows: 2014 2013 2012 P P P Choppies Supermarkets South Africa (Proprietary) Limited 267 254 947 267 254 947 267 254 947 Nanavac Investments (Private) Limited 126 864 675 – – Sarfrosh Holdings (Proprietary) Limited 14 837 924 14 837 924 14 837 924 Supa Save (Proprietary) Limited and Mega Save (Proprietary) Limited 22 666 516 – – Mafi la Holdings (Proprietary) Limited 3 271 364 – – Number of smaller entities in Botswana 19 146 338 19 146 338 19 146 338 454 041 764 301 239 209 301 239 209

80 The following assumptions were applied in the evaluation of goodwill: 2014 2013 2012 % % % Discount rate 14-16 16.3 16.3 Average sales growth rate per year: In Botswana 4 – 15 4 – 15 4 – 15 In South Africa 8 – 60 8 – 60 8 – 60 In Zimbabwe 10 – 50 – – Terminal value growth rate 4 4 4

Sensitivity analysis: The value in use calculations and impairment reviews are sensitive to changes in key assumptions, particularly relating to discount rates and cash flow growth. A sensitivity analysis has been performed based on changes in key assumptions considered to be possible by management: • an increase in the discount rate of 0.5% • a decrease in the average sales growth rate for adjusted operating cash flow in the five-year forecast period of between 2.0% and 5.0%, depending on the CGU • a decrease in terminal value growth rate rates of 0.5%. The sensitivity analysis shows that no impairments would result under each of the sensitivity scenarios.

7. DEFERRED TAXATION 2014 2013 2012 P P P The movements in deferred taxation can be analysed as follows: Balance at beginning of year 14 108 564 11 259 455 (543 015) Deferred taxation on business combination 2 040 664 – – Current year charge (931 991) 2 849 109 11 802 470 Balance at end of year 15 217 237 14 108 564 11 259 455 Deferred tax comprises of the following: Tax losses 27 848 984 21 307 255 16 087 928 Accelerated capital allowances on items of property, plant and equipment (21 041 535) (11 720 139) (9 203 526) Unrealised foreign exchange loss/(gain) 288 138 (33 644) – Deferred lease liabilities 8 121 650 4 555 092 4 375 053 15 217 237 14 108 564 11 259 455

8. INVESTMENTS IN NEW PROJECTS The movements in investments in new projects can be analysed as follows: 2014 2013 2012 P P P Balance at beginning of year 21 311 143 23 799 824 21 502 542 Amounts reclassifi ed as additions to property, plant and equipment during the year (18 404 813) (21 456 910) (20 018 501) Capital advanced during the year 25 602 434 18 968 229 22 315 783 Balance at end of year 28 508 764 21 311 143 23 799 824

These amounts comprise capital expenditure incurred with regards to new stores to be opened in the following financial year.

81 9. INVENTORIES 2014 2013 2012 P P P Finished goods 402 949 252 263 679 012 213 985 914 Goods in transit 4 921 866 1 855 505 2 662 981 407 871 118 265 534 517 216 648 895

Due to the fast moving nature of the inventories, no impairment allowance was recognised (2013: Nil, 2012: Nil). The average inventory turnover days for the Group is 37 days (2013: 27 days 2012: 30 days). Inventories of P52 460 895 (2013: P47 197 067; 2012: P38 109 924) are encumbered under the BIFM Promissory Note as set out in note 17.

10. INVESTMENTS 2014 2013 2012 P P P Investment in shares – listed 2 900 2 900 2 900

The investment consists of 1 000 shares in First National Bank Botswana Limited. The quoted price at 30 June 2014 was P3.48 (2013: P3.65 per share, 2012: P2.90 per share). No fair value adjustment was processed in the current or prior financial year due to its insignificance.

11. ADVANCES AND DEPOSITS 2014 2013 2012 P P P Deposits 6 536 032 1 778 949 1 472 469 Prepayments 42 678 005 45 192 781 18 237 306 Rent advances 2 904 717 5 621 699 4 628 542 Salary advances 1 753 333 2 076 125 1 584 689 Other advances – 91 700 90 531 53 872 087 54 761 254 26 013 537

12. TRADE AND OTHER RECEIVABLES 2014 2013 2012 P P P Trade receivables 38 412 510 18 088 033 16 788 013 Other receivables 45 670 200 33 518 130 11 372 743 84 082 710 51 606 163 28 160 756

Trade and other receivables of P26 696 414 (2013: P17 574 335; 2012: 14 327 734) are encumbered as set out in note 17. Trade receivables of P3 704 961 (2013: P3 141 956; 2012: 3 125 070) have been personally guaranteed by the Group’s executive directors. Refer to note 20 for the details on credit risk.

82 13. RELATED PARTY BALANCES The directors confirm that transactions with related entities are carried out on an arm’s length basis at prevailing market related prices and rates in the normal course of business. Balances with related entities for the Group are disclosed by nature below.

13.1 Amounts due from related entities The following amounts were due from entities which are considered related entities through common ownership and were excluded from being consolidated into the Group: 2014 2013 2012 P P P Amounts due from related entities 5 335 757 4 521 641 5 335 849

These balances are unsecured, interest free and are repayable under normal trading terms.

13.2 Amounts due to related entities The following amounts were due to entities which are considered related entities through common ownership and were excluded from being consolidated into the Group: 2014 2013 2012 P P P Amounts due to related entities 28 520 670 33 486 110 2 564 684

These balances are unsecured and interest free and are repayable under normal trading terms. Refer to note 27 for the details of related party balances and transactions.

14. CASH AND CASH EQUIVALENTS 2014 2013 2012 P P P Cash on hand 9 029 413 5 884 419 4 830 755 Cash at bank 94 469 520 240 954 242 193 238 793 103 498 933 246 838 661 198 069 548 Bank overdraft (45 660 027) (31 708 643) (19 400 064) 57 838 906 215 130 018 178 669 484

The Group has the following banking facilities: • P23 000 000 overdraft facility from Barclays Bank of Botswana Limited secured by a cross company guarantee of P27 000 000 issued by Choppies Enterprises Limited and its subsidiaries and a deed of hypothecation in favour of Barclays Bank of Botswana Limited over all movable assets limited to P27 000 000 issued by Choppies Enterprises Limited and its subsidiaries. At the reporting date P22 712 101 (2013: P21 833 197; 2012: 19 400 064) of this facility was utilised. • P40 000 000 overdraft facility from Standard Chartered Bank Botswana Limited secured by a cross guarantee of P34 411 200 issued by Choppies Enterprises Limited. At the reporting date P22 947 926 (2013: P9 875 446; 2012: Nil) of this facility was utilised.

15. SHARE CAPITAL AND PREFERENCE SHARES 2014 2013 2012 P P P Stated capital 1 174 207 583 authorised and issued ordinary shares at no par value 421 474 313 421 474 313 421 474 313

83 The movement in stated capital can be analysed as follows:

2014 2013 2012

Shares Value Shares Value Shares Value P P P Balance at beginning of year 1 174 207 583 421 474 113 1 174 207 583 421 474 113 1 043 772 802 283 402 197 Issue of ordinary shares – – – – 304 347 826 350 000 000 Repurchase of ordinary shares – – – – (173 913 045) (200 000 000) Share issue expenses – – – – – (11 927 884)

Balance at end of year 1 174 207 583 421 474 113 1 174 207 583 421 474 113 1 174 207 583 421 474 113

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company. All shares rank pari passu with regards to the Company’s residual assets.

2014 2013 2012 Preference shares 635 000 (2013: 610 000; 2012: 550 000) preference shares at no par value. 85 300 85 165 85 060

These shares are redeemable at the sole option of the various subsidiaries. These preference shares do not carry any voting rights or any rights to any distribution of capital or income other than limited profit participation. The profit participation is limited to 5% of profit after taxation (annually) depending on budgeted targets agreed with preference shareholders. No dividends were declared or paid to preference shareholders during the current or previous financial years. The movement in preference shares can be analysed as follows:

2014 2013 2012

Shares Value Shares Value Shares Value P P P Balance at beginning of year 610 000 85 165 550 000 85 060 – – Issued during the year 25 000 135 60 000 105 85 060 85 060 Share consolidation – – – – (67 500) – Right issue – – – – 532 440 –

Balance at end of year 635 000 85 300 610 000 85 165 550 000 85 060

Capital management of the Group The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Capital consists of ordinary shares, preference shares, reserves and retained earnings. The Board monitors the return on capital as well as the level of dividends to ordinary and preference shareholders. The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. There were no changes in the Group’s approach to capital management during the year.

84 16. NON-CONTROLLING SHAREHOLDERS INTERESTS Nanavac Investments Private Limited 2014 2013 2012 Percentage of non-controlling shareholder51%–– PPP Total assets 277 666 482 – – Total liabilities (263 647 014) – – Net assets 14 019 468 – – Carrying amount of non-controlling shareholder 7 148 969 – – Revenue 924 332 881 – – Profi t and total comprehensive income for the year 18 193 804 – – Profi t for the year allocated to non-controlling shareholder 9 278 840 – – Other comprehensive income at holding company level allocated to non-controlling shareholder (2 129 871) – – Total statement of comprehensive income 7 148 969 – –

17. LONG-TERM BORROWINGS 2014 2013 2012 PPP Bank of Baroda Botswana Limited 186 897 488 379 2 940 171 Botswana Investment Fund Management Capital 35 000 000 35 000 000 35 000 000 Bank Gaborone Limited – 3 653 414 8 046 509 Scania Finance South Africa Limited 48 963 713 46 008 431 50 833 311 Wesbank Botswana Limited 65 809 623 1 272 882 2 261 095 Botswana Power Corporation 45 941 72 809 297 128 Standard Bank South Africa Limited 57 804 139 594 8 471 034 Barclays Bank of Botswana Limited 126 286 476 – – First National Bank of Botswana Limited – – 1 869 311 National Development Bank – – 1 497 221 Nedbank South Africa Limited – – 179 537 276 350 454 86 635 509 111 395 317 Less: Current portion transferred to current liabilities (66 186 147) (26 254 446) (34 122 420) 210 164 307 60 381 063 77 272 897

The Group’s borrowings are secured as follows:

Bank of Baroda Botswana Limited Finance lease liabilities: Finance lease liabilities are secured over motor vehicles with a carrying amount of P330 244 (2013: P461 611; 2012: P3 157 777). These liabilities bear interest at the Botswana prime lending rate less 1% per annum and are repayable in 36 monthly instalments.

Botswana Investment Fund Management Capital (“Bifm Capital”) Promissory notes: Bifm Capital subscribed to two Promissory Notes, A and B issued by Winforever Investments (Proprietary) Limited (the holding company of the Choppies Group of Companies which legally changed its registered name to Choppies Enterprises Limited). Funds were disbursed for use by its wholly-owned subsidiary, Choppies Distribution Centre (Proprietary) Limited (“CDC”). Promissory note A: The Note bears interest at a fixed rate of 12% per annum commencing at 12 December 2007 and is redeemable on 31 December 2015 for P15 million. Promissory note B: The Note bears interest at a fixed rate of 12% per annum commencing at 12 December 2007 and is redeemable on 31 December 2017 for P20 million.

85 Securities: • principal shareholders’ guarantees and pledge; • issuer deed of subordination, deed of cession and pledge; • CDC guarantee, deed of hypothecation and deed of subordination; • Insurance cover in respect of furniture and fittings; and • CDC deed of hypothecation over trade and other receivables and inventories.

Bank Gaborone Limited Finance lease liabilities These liabilities are secured by an unlimited surety by Ramachandran Ottappathu, a director and shareholder in Choppies Enterprises Limited and by an unlimited surety by Farouk Essop Ismail, a director and shareholder in Choppies Enterprises Limited. These liabilities bore interest at the Botswana prime lending rate per annum and were repayable in 48 monthly instalments. This facility was repaid and closed during the current financial year.

Scania Finance South Africa Limited Finance lease liabilities: These lease liabilities are secured over motor vehicles with a carrying amount of P49 654 574 (2013: P52 169 950; 2012: P65 487 215) and plant and equipment with a carrying amount of P11 752 759 (2013: P2 603 116; 2012: P6 259 691). These liabilities bear interest at the South African prime lending rate less 2% per annum and are repayable in 48 monthly instalments.

Wesbank Botswana Limited Finance lease liabilities: These lease liabilities are secured over motor vehicles with a carrying amount of P654 843 (2013: P1 107 196; 2012: P2 407 877) and an aircraft with a carrying amount of P72 044 172 (2013: P Nil; 2012: Nil). These liabilities bear interest at the Botswana prime lending rate less 2% per annum and are repayable in 36 monthly instalments.

Botswana Power Corporation This balance is unsecured and bears interest at the Botswana prime lending rate less 0.25%, being repayable in 60 equal monthly instalments of P4 708 each, commencing 26 March 2010.

The Standard Bank South Africa Limited Finance lease liabilities: The finance lease liability is secured over a motor vehicle with a net carrying amount P53 617 (2013: P130 961; 2012: P2 080 158). The liability bears interest at the South African prime lending rate per annum and is repayable in 60 monthly instalments.

Barclays Bank of Botswana Limited Finance lease liabilities: The facility is for USD15 000 000 for capital expenditure relating to the expansion of retail stores in Zimbabwe with the following conditions: • Interest of 350 basic points above the bench mark rate (Bench mark rate being three-month USD LIBOR rate). • Quarterly repayments of USD 274 222 over five years commencing 1 April 2014. • Secured by an unlimited guarantee provided by Choppies Enterprises Limited.

First National Bank of Botswana Limited Term loan : The term loan was secured by a first covering mortgage bond of P2 400 000 over Lease Area No 1934 – KO, a portion of Lot 38805, Gaborone and Lot 1110, Lobatse. The loan was repayable in 180 monthly instalments commencing 1 April 2007 and bore interest at the Botswana prime lending rate.

86 National Development Bank Term loan This loan bore interest at a fixed rate of 15% per annum and was repayable over 144 equal monthly instalments of P40 523 commencing 30 August 2006. The facility was secured by: – first covering mortgage bond over Plots 17488 and 17489 in Gaborone with a carrying amount of P2 464 233 (2011: P2 218 955); – personal guarantees by Farouk Essop Ismail and Moitsheki Lekalake for P744 000 each with continuing interest; – personal guarantees by Sadique Kebonang for P168 000 with continuing interest; and – deed of hypothecation over property, plant and equipment with a carrying amount of P904 043.

Nedbank South Africa Limited Mortgage bond The Mortgage bond was secured by a property situated at Section 9, Door Number 0009 Elsienora with a carrying amount of P467 365. The loan was repayable in 240 monthly instalments of R2 511 (2011: R2 551) and bore interest at 10.10% per annum.

18. DEFERRED OPERATING LEASE LIABILITIES 2014 2013 2012 PPP Balance at beginning of year 23 111 234 18 432 910 15 420 027 Charge for the year 15 311 058 4 678 324 3 012 883 Balance at end of year 38 422 292 23 111 234 18 432 910 The deferred operating lease liabilities reverse as follows: Within 1 year 4 139 340 2 850 369 1 866 609 2 – 5 years 21 875 105 14 744 279 10 241 067 6 – 10 years 12 407 847 5 516 586 6 325 234 38 422 292 23 111 234 18 432 910 Current portion of deferred operating lease liabilities 4 139 340 2 850 369 1 866 609 Non-current portion of deferred lease liabilities 34 282 952 20 260 865 16 566 301 38 422 292 23 111 234 18 432 910

The following future non-cancellable minimum lease rentals for premises occupied by the Group are payable at the reporting date: 2014 2013 2012 PPP Within 1 year 106 804 964 77 596 875 47 131 313 2 – 5 years 353 151 752 241 666 025 151 683 155 6 – 10 years 178 336 268 87 492 571 54 366 690 638 292 984 406 755 471 253 181 158

The Group has entered into various non-cancellable operating lease agreements in respect of rented premises. Leases are contracted for periods of up to 10 years, some with renewal options. Rental charges under these contracts escalate at fixed percentages of 5% to 10% per annum. Rentals comprise minimum monthly payments.

87 19. TRADE AND OTHER PAYABLES 2014 2013 2012 PPP Trade payables 382 345 020 350 330 114 273 378 048 VAT payable 2 099 997 6 518 752 299 699 Withholding tax payable 2 328 194 1 721 158 1 217 271 Other payables 17 386 127 15 422 994 16 009 806 404 159 338 373 993 018 290 904 824

20. FINANCIAL INSTRUMENTS Transactions in financial instruments result in the Group assuming financial risks. These include market risk, credit risk and liquidity risk. Each of these financial risks is described below, together with a summary of the ways in which the Group manages these risks.

Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings in financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on investment.

Interest rate risk Fluctuation in interest rates impact on the value of short-term cash investments, giving rise to price risk. Other than ensuring optimum money market rates for deposits, the Group does not make use of financial instruments to manage this risk. The Group invests with reputable institutions and has obtained borrowings and overdraft facilities, which are subject to normal market interest rate risk. The effective annual interest rates on the Group’s call deposits, long term borrowings and bank overdrafts at year-end were as follows: 2014 2013 2012 Botswana Wesbank Botswana Limited Prime less 2% Prime less 2% Prime less 2% Bank of Baroda (Botswana) Limited Prime less 1% Prime less 1% Prime less 1% Prime lending First National Bank of Botswana Limited – – rate Prime lending Prime lending Bank Gaborone Limited – rate rate Botswana Investment Fund Management Capital (Bifm Capital) 12.00% 12.00% 12.00% Botswana Power Corporation Prime less 0.25% Prime less 0.25% Prime less 0.25% National Development Bank – – 15% Bank overdrafts 6.50 7.50% 8.50% South Africa Scania Finance South Africa Limited Prime less 2% Prime less 2% Prime less 2% Prime lending Prime lending Prime lending The Standard Bank South Africa Limited rate rate rate Nedbank South Africa Limited – – 10.10% Zimbabwe 3.5% above 3 month LIBOR Barclays Bank of Botswana rate (in USD) – – Interest income Botswana Call account denominated in Pula 4.00% to 6.00% 4.00% to 6.00% 4.00% to 6.00% Call account denominated in foreign currencies 3.00% 3.00% 3.00% Fixed deposits with banks 5.50% to 7.00% 5.50% to 7.00% 7.00% to 11.50%

88 The following are the Pula equivalent of the balances susceptible to interest rate risk: 2014 2013 2012 P P P Long-term borrowings (276 350 454) (86 635 509) (111 395 317) Bank overdrafts (45 660 027) (31 708 643) (19 400 064) Call accounts denominated in Pula 15 694 436 25 838 851 1 145 913 Call accounts denominated in foreign currencies 4 114 237 5 280 271 484 123 Fixed deposits with banks 1 079 914 149 540 975 103 263 157

An increase of 50 basis points in the interest rates during the reporting period would have decreased the Group’s profit before taxation as shown below on the basis that all other variables remain constant: 2014 2013 2012 PPP Long-term borrowings (1 381 752) (433 178) (556 977) Bank overdraft (228 300) (158 543) (97 000) Call accounts denominated in Pula 78 472 129 194 5 730 Call accounts denominated in foreign currencies 20 571 26 401 2 421 Fixed deposits with banks 5 400 747 705 516 316 Net (decrease)/increase in profi t before taxation (1 505 609) 311 579 (129 510)

A decrease of 50 basis points in the interest rates would have had an equal but opposite effect on the Group’s profit before taxation to the amounts shown above. Credit risk The Group has exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Key areas where the Group is exposed to credit risk are: • amounts due from related entities; • trade and other receivables; • cash and cash equivalents; and • advances and deposits. The Group limits the levels of credit risk it accepts by placing limits on its exposure to a single counterparty or Groups of counterparties. The Group has no significant concentration of credit risk, and exposure to third parties is monitored as part of the credit control process. Reputable financial institutions are used for investing and cash handling purposes. All money market instruments and cash equivalents are placed with financial institutions registered in Botswana and South Africa. Banks in Botswana are not rated but each of the banks concerned are subsidiaries of major South African or United Kingdom registered institutions. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date is summarised as follows: 2014 2013 2012 PPP Trade receivables 38 412 510 18 088 033 16 788 013 Other receivables 45 670 200 33 518 130 11 372 743 Advances and deposits 53 872 087 54 761 254 26 013 537 Amounts due from related entities 5 335 757 4 521 641 5 335 849 Bank balances 94 469 520 240 954 242 193 238 793 237 760 074 351 843 300 252 748 935

89 The ageing of trade receivables (Group) at the reporting date is analysed as follows: 2014 2013 2012 PPP Not past due 6 834 914 8 671 319 4 454 318 Past due 1 – 30 days 2 117 674 3 444 983 4 511 538 Past due 31 – 120 days 29 459 922 5 971 731 7 822 157 38 412 510 18 088 033 16 788 013

Trade receivables were evaluated for impairment at the reporting date. The majority of amounts outstanding are either with Government organisations and offices or reputable trading entities. No impairment accrual was therefore recognised at the reporting date as probable future cash flows are estimated to cover the carrying amounts of outstanding balances.

Liquidity risk The Group is exposed to daily operational payments and payment of trade payables and long term borrowings. Liquidity risk is the risk that cash may not be available to pay obligations when due at a reasonable cost. The Group sets limits on the minimum proportions of maturing funds available to meet such calls and unexpected levels of demand. The following financial instruments are classified as non-derivative financial liabilities: 2014 2013 2012 PPP Long-term borrowings 276 350 454 86 635 509 111 395 317 Amounts due to related entities 28 520 670 33 486 110 2 564 684 Amounts owing to vendors for acquisitions 72 883 535 – – Bank overdrafts 45 660 027 31 708 643 19 400 064 Trade payables 382 345 020 350 330 114 273 378 048 Other payables 17 386 127 15 422 994 16 009 806 823 145 833 517 583 370 422 747 919

90 The following are the contractual maturities of the non-derivative financial liabilities, including estimated interest payments and the impact of netting agreements: Carrying Contractual Two to fi ve Greater than 2014 amount cash fl ows One year years fi ve years PPP P Long-term borrowings 276 350 454 (307 071 814) (93 515 461) (213 556 353) – Amounts due to related entities 28 520 670 (28 520 670) (28 520 670) – – Amounts owing to vendors for acquisitions 72 883 535 (72 883 535) (72 883 535) – Bank overdrafts 45 660 027 (45 660 027) (45 660 027) – – Trade payables 382 345 020 (382 345 020) (382 345 020) – – Other payables 17 386 127 (17 386 127) (17 386 127) – – 823 145 833 (853 867 193) (640 310 840) (213 556 353) – 2013 Long-term borrowings 86 635 509 (99 542 193) (31 411 449) (68 130 744) Amounts due to related entities 33 486 110 (33 486 110) (33 486 110) – Bank overdrafts 31 708 643 (31 708 643) (31 708 643) – Trade payables 350 330 114 (350 330 114) (350 330 114) – Other payables 15 422 994 (15 422 994) (15 422 994) – 517 583 370 (530 490 054) (462 359 310) (68 130 744) 2012 Long-term borrowings 111 395 317 (134 904 414) (43 036 192) (91 430 416) (437 806) Amounts due to related entities 2 564 684 (2 564 684) (2 564 684) – – Bank overdrafts 19 400 064 (19 400 064) (19 400 064) – – Trade payables 273 378 048 (273 378 048) (273 378 048) – – Other payables 16 009 806 (16 009 806) (16 009 806) – – 422 747 919 (446 257 016) (354 388 794) (91 430 416) (437 806)

Foreign currency risk The Group is exposed to foreign currency risk on transactions which are denominated in currencies other than the Botswana Pula. These transactions mainly relate to the Group’s distribution and retail trading business and its investment in foreign operations. These transactions are predominantly denominated in South African Rand, United States Dollar and British Pound Sterling. Foreign currency risks that do not influence the Group’s cash flows (i.e. the risks resulting from the translation of assets and liabilities of foreign operations in the Group’s reporting currency) are not hedged. The Group’s exposure to foreign currency risk based on notional amounts is analysed as follows:

91 Foreign currency Pula amount equivalent P 2014 South African Rand denominated assets – balances with banks R19 736 721 16 190 911 United States Dollar denominated assets – balances with banks USD 956 251 8 402 909 British Pound Sterling denominated assets – balances with banks GBP150 794 2 287 086 South African Rand denominated liabilities R(222 794 423) (182 768 189) United States Dollar denominated liabilities USD(16 055 115) (141 081 854) Net exposure (296 969 137) 2013 South African Rand denominated assets – balances with banks R20 844 677 18 770 533 United States Dollar denominated assets – balances with banks USD335 391 2 942 024 British Pound Sterling denominated assets – balances with banks GBP150 789 2 004 945 South African Rand denominated liabilities R(218 391 067) (196 660 123) Net exposure (172 942 621) 2012 South African Rand denominated assets – balances with banks R28 883 824 27 534 627 United States Dollar denominated assets – balances with banks USD398 353 3 146 548 British Pound Sterling denominated assets – balances with banks GBP150 678 1 853 189 South African Rand denominated liabilities R(213 695 823) (203 713 845) Net exposure (171 179 481)

2014 2013 2012 Year end translation rates: South African Rand 1.2190 1.1105 1.0490 United States Dollar 0.1138 0.1140 0.1266 British Pound Sterling 0.0659 0.0752 0.0813 Average transaction rates South African Rand 1.1920 1.1086 1.0700 United States Dollar 0.1122 0.1234 0.1359 British Pound Sterling 0.0697 0.0728 0.0857

92 A 10% weakening of the P ula against the above mentioned foreign currencies at the reporting date would have decreased the Group’s profit before taxation by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. 2014 2013 2012 PPP South African Rand denominated assets – balances with banks 1 494 579 1 706 412 2 503 148 United States Dollar denominated assets – balances with banks 790 289 267 457 286 050 British Pound Sterling denominated assets – balances with banks 207 917 182 268 168 472 South African Rand denominated liabilities (17 288 961) (17 878 193) (18 519 441) United States Dollar denominated liabilities (12 825 610) – – Net decrease in profi t before taxation (27 621 786) (15 722 056) (15 561 771)

A 10% strengthening of the P ula against the above-mentioned currencies at the reporting date would have had an equal but opposite effect on the Group’s profit before taxation to the amounts shown above.

21. FAIR VALUES The Group measures fair values using the following fair value hierarchy that reflects the significance of the inputs in determining these measurements: Level 1: Quoted market price in an active market for an identical instrument. Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data. Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument’s valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

93 P liabilities assets and Non-current P Current liabilities assets and P and liabilities Other assets P at costs Financial amortised liabilities P and Loans receivables 0––– 2 900– 2 0––– P at assets Financial fair value designated P Total 880 147 842 – – 827 574 024 52 573 818 635 700 583 244 447 259 1 749 471 198 2 900 246 789 487 – 1 502 678 811 654 663 505 1 094 807 693 nancial assets and liabilities are equal to the carrying values. FAIR VALUES FAIR Assets plant and equipmentProperty, Deferred taxationGoodwillInvestments in new projectsInventoriesInvestments 597 039 928Advances and deposits and other receivablesTrade Amounts due from related entitiesCash and cash equivalents 28 508 764 –Liabilities 15 217 237Long-term borrowings 5 335 757 and other payablesTrade 84 082 710Amounts due to related entities 53 872 087Amounts owing to vendors for acquisitions – 454 041 764 103 498 933 payableTaxation – 407 871 118 72 883 535Deferred lease liabilities –Bank overdraft – – 2 900 28 520 670 – 5 335 757 276 350 454 404 159 338 – – 84 082 710 – – – 53 872 087 – 103 498 933 – 2 90 597 039 928 – 38 422 292 – – – – – – 14 151 526 – – – – 28 508 764 – – 72 883 535 45 660 027 15 217 237 597 039 928 – – – – – – – – 28 520 670 – – 276 350 454 404 159 338 454 041 764 – – 5 335 757 84 082 710 407 871 118 53 872 087 – 103 498 933 – 28 508 764 – 407 871 118 – 72 883 535 15 217 237 – – – – – – – 404 159 338 28 520 670 454 041 764 – 66 186 147 – – – 210 164 307 – 45 660 027 – 38 422 292 – 14 151 526 – 4 139 340 14 151 526 34 282 952 – 45 660 027 – – Analysis of assets and liabilities: 2014 Financial assets and liabilities Current/Non-current distinction The fair values of fi 21.

94 P liabilities assets and Non-current P Current liabilities assets and P and liabilities Other assets P at costs Financial amortised liabilities P and Loans receivables 0––– 2 900– 2 0––– P at assets Financial fair value designated P Total 567 935 042 – – 525 823 280 42 111 762 487 293 114 80 641 928 1 306 535 888 2 900 357 727 719 – 948 805 269 623 265 136 683 270 752 nancial assets and liabilities are equal to the carrying values. Assets plant and equipmentProperty, Deferred taxationGoodwillInvestments in new projectsInventoriesInvestments 346 611 836Advances and deposits and other receivablesTrade Amounts due from related entitiesCash and cash equivalents 21 311 143 –Liabilities 14 108 564Long-term borrowings 4 521 641 and other payablesTrade 51 606 163Amounts due to related entities 54 761 254 payableTaxation – 301 239 209 246 838 661Deferred lease liabilities – 265 534 517Bank overdraft – – – 2 900 33 486 110 – 4 521 641 373 993 018 – – 51 606 163 86 635 509 – – – 54 761 254 246 838 661 – 2 90 346 611 836 23 111 234 – – 19 000 528 – – – – – – – – 21 311 143 – 31 708 643 – 14 108 564 – 346 611 836 – – – – – – – 33 486 110 – – 373 993 018 301 239 209 – – 4 521 641 51 606 163 86 635 509 – 265 534 517 54 761 254 246 838 661 21 311 143 – – 265 534 517 – 14 108 564 – – – – – – – 373 993 018 33 486 110 301 239 209 – – – – 26 254 446 31 708 643 – 23 111 234 60 381 063 19 000 528 2 850 369 – – 19 000 528 20 260 865 – 31 708 643 – – 2013 Financial assets and liabilities Current/Non-current distinction The fair values of fi

95 P liabilities assets and Non-current P 900 – Current liabilities assets and P and liabilities Other assets P at costs Financial amortised liabilities P and Loans receivables 0–––2 0–––2 P at assets Financial fair value designated P Total 453 141 347 – – 424 264 889 28 876 458 359 302 149 93 839 198 1 085 111 033 2 900 257 579 690 – 827 528 443 474 231 485 610 879 548 nancial assets and liabilities are equal to the carrying values. Assets plant and equipmentProperty, Deferred taxationGoodwillInvestments in new projectsInventoriesInvestments 274 581 060 23 799 824 – 11 259 455 – 301 239 209 – 216 648 895 – 2 900 – – – – – 274 581 060 2 90 – – – 23 799 824 – – 11 259 455 274 581 060 – – 301 239 209 – 216 648 895 23 799 824 – 216 648 895 11 259 455 – 301 239 209 – 2012 Financial assets and liabilities Current/Non-current distinction Advances and deposits and other receivablesTrade Amounts due from related entitiesCash and cash equivalentsLiabilities Long-term borrowings 5 335 849 and other payablesTrade 28 160 756Amounts due to related entities 26 013 537 payableTaxation 198 069 548Deferred lease liabilitiesBank overdraft – – – 2 564 684 5 335 849 111 395 317 290 904 824 28 160 756 – 26 013 537 198 069 548 18 432 910 – – 10 443 548 – – – – – 19 400 064 – – – – – – – – 111 395 317 290 904 824 – 2 564 684 5 335 849 28 160 756 – 26 013 537 198 069 548 – – – – – – – – 290 904 824 – 34 122 420 – – 2 564 684 19 400 064 77 272 897 – 18 432 910 10 443 548 1 866 609 – 10 443 548 – 16 566 301 – 19 400 064 – – The fair values of fi

96 22. CONTINGENT LIABILITIES The Group has the following contingent liabilities at the reporting date: Guarantees: Choppies Enterprises Limited together with all its subsidiaries have provided a guarantee of P27 000 000 in favour of Barclays Bank of Botswana Limited in respect of an overdraft facility of P23 000 000 and a guarantee of P34 411 200 in favour of Standard Chartered Bank Botswana Limited in respect of an overdraft facility of P40 000 000. Choppies Enterprises Limited has the following guarantees issued for Nanavac Investments (Private) Limited: 2014 Benefi ciaries Expiry date USD P Delta Corporation Limited Not applicable 800 000 7 029 877 National Foods Operations Limited Not applicable 400 000 3 514 938 1 200 000 10 544 815

Choppies Supermarkets SA (Proprietary) Limited has the following guarantees with Standard Bank of South Africa: 2014 Benefi ciaries Expiry date Rand P South African Revenue Service 01-01-2030 50 000 41 017 Parmalat SA Proprietary Limited 01-01-2030 300 000 246 103 Unilever South Africa Proprietary Limited 01-01-2030 500 000 410 172 Coca Cola Fortune Proprietary Limited 01-01-2030 600 000 492 207 Tshwane Fresh Produce Market Proprietary Limited 01-01-2030 500 000 410 172 Blinkwater Mills Proprietary Limited 01-01-2030 250 000 205 086 2 200 000 1 804 757

2013 Benefi ciaries Expiry date Rand P South African Revenue Service 01-01-2030 60 000 54 030 Parmalat SA Proprietary Limited 01-01-2030 300 000 270 149 Unilever South Africa Proprietary Limited 01-01-2030 500 000 450 248 Coca Cola Fortune Proprietary Limited 01-01-2030 360 000 324 178 Tshwane Fresh Produce Market Proprietary Limited 01-01-2030 500 000 450 248 1 720 000 1 548 853

2012 Benefi ciaries Expiry date Rand P South African Revenue Service 01-01-2030 60 000 57 198 Parmalat SA Proprietary Limited 01-01-2030 300 000 285 987 Unilever South Africa Proprietary Limited 01-01-2030 500 000 476 644 Coca Cola Fortune Proprietary Limited 01-01-2030 360 000 343 184 1 220 000 1 163 013

97 23. SUBSIDIARIES Choppies Enterprises Limited held the following interests in the stated capital of subsidiaries consolidated into th is Historical Financial Information. 2014 2013 2012 Name % Ownership % Ownership % Ownership Abbas Enterprises (Proprietary) Limited 100 100 100 Accrete Investments (Proprietary) Limited 100 100 100 Amphora (Proprietary) Limited 100 100 100 Asklite (Proprietary) Limited 100 100 100 Atladis (Proprietary) Limited 100 100 100 Beavers Investments (Proprietary) Limited 100 100 100 Bell Garden (Proprietary) Limited 100 – – Bestlite Investments (Proprietary) Limited 100 100 100 Bowerbird (Proprietary) Limited 100 100 100 Catbird (Proprietary) Limited 100 100 100 Chathley Enterprises (Proprietary) Limited 100 100 100 Choppies Distribution Centre (Proprietary) Limited 100 100 100 Choppies Supermarkets SA Proprietary Limited 100 100 100 Choppies Warehousing Services Proprietary Limited 100 100 – Daisy Gardens (Proprietary) Limited 100 100 100 Deluxe (Proprietary) Limited 100 100 100 Dostana Investments (Proprietary) Limited 100 100 100 Enchanted Oaks (Proprietary) Limited 100 – – Flowting Ideas (Proprietary) Limited 100 100 100 F & A Enterprises (Proprietary) Limited 100 100 100 Freshtake Holdings (Proprietary) Limited 100 100 100 Ganga (Proprietary) Limited 100 – – Genuine Passions (Proprietary) Limited 100 100 100 Gobrand Holdings (Proprietary) Limited 100 100 100 Golden Irish (Proprietary) Limited 100 – – Godavari (Proprietary) Limited 100 100 100 Gritnit (Proprietary) Limited 100 100 100 Hoovernit (Proprietary) Limited 100 100 100 Highland Haven (Proprietary) Limited 100 100 – Himalayas (Proprietary) Limited 100 100 100 Jarapino Ventures (Proprietary) Limited 100 100 100 Jobfi ne Holdings (Proprietary) Limited 100 100 100 Kaar Distributors & Marketing Services (Proprietary) Limited 100 100 100 Kanye Friendly Grocer (Proprietary) Limited 100 100 100 Leaf Motifs (Proprietary) Limited 100 100 – Lisboa Trading (Proprietary) Limited 100 100 100 Macha Investments (Proprietary) Limited 100 100 100 Mafi la Holdings (Proprietary) Limited 100 – – Million Touch (Proprietary) Limited 100 100 – Motopi Holdings (Proprietary) Limited 100 100 100 Naivasha (Proprietary) Limited 100 100 100 Nanavac Investments (Private) Limited ** 49 – – Ndongolela Investments (Proprietary) Limited 100 100 100 New Page (Proprietary) Limited 100 100 100 Ollur Investments (Proprietary) Limited 100 100 100 Ourluck Investment (Proprietary) Limited 100 100 100 Pucko Investments (Proprietary) Limited (Mochudi) 100 100 100 Pearland (Proprietary) Limited 100 100 – Right Time Holdings (Proprietary) Limited 100 100 100 Rigil (Proprietary) Limited 100 100 100 S & F Enterprises (Proprietary) Limited 100 100 100 Sarfrosh Holdings (Proprietary) Limited 100 100 100 Shopper’s Paradise (Proprietary) Limited 100 100 100 Smoothsail Holdings (Proprietary) Limited 100 100 100 Spin and Shine (Proprietary) Limited 100 – – Summer Queen (Proprietary) Limited 100 100 100 Sunrise Holdings (Proprietary) Limited 100 100 100 Supa Save (Proprietary) Limited 100 – –

98 2014 2013 2012 Name % Ownership % Ownership % Ownership MegaSave (Proprietary) Limited 100 – – Taffeta Roses (Proprietary) Limited 100 100 – Tampatrail Investments (Proprietary) Limited 100 100 100 Tanglewood (Proprietary) Limited 100 – – To Domore Holdings (Proprietary) Limited 100 100 100 Topshape Holdings (Proprietary) Limited 100 100 100 Torinby Investments (Proprietary) Limited 100 100 100 Roadtight (Proprietary) Limited 100 100 100 Velocity (Proprietary) Limited 100 100 100 Walrus (Proprietary) Limited 100 100 100 Wayside Supermarket (Proprietary) Limited 100 100 100 White Baite (Proprietary) Limited 100 100 – Well Done (Proprietary) Limited 100 100 100

** Nanavac Investments (Private) Limited includes the Group’s operations in Zimbabwe where legislation requires an indigenous shareholding of at least 51% in all businesses. Although the Group has only 49% of the shares, management has determined that the Group controls Nanavac Investments. This is on the basis that the shareholder holding the balance of the shares have agreed to allow the Group to manage the Company as it sees fit and the success of its operations are dependent on the involvement of the Group.

Acquisition of businesses On 1 November 2013, the Group acquired 10 stores at Bulawayo, Zimbabwe which were previously operated as Spar Franchises by SAI Enterprises (Private) Limited through its subsidiary Nanavac Investments Private Limited for a consideration of P223 081 485. On 1 July 2013, the Group acquired Supa Save (Proprietary) Limited and Mega Save (Proprietary) Limited through the purchase of shares for a total consideration of P41 898 517. On 30 June 2014, the Company acquired Mafila Holdings (Proprietary) Limited which was earlier a franchise store at Mochudi, Botswana for a total consideration of P150 000. The following table summarises the recognised amounts of assets acquired and liabilities assumed at date of acquisition. SAI Supa Save & Mafila Enterprises Mega Save Holdings Total P P P P Goodwill 126 864 675 22 666 516 3 271 364 152 802 555 Plant and equipment 26 581 722 11 324 870 2 614 423 40 521 015 Inventories 69 635 088 7 239 714 770 934 77 654 736 Deferred tax 1 549 783 490 881 2 040 664 Deposits and advances 595 864 27 300 623 164 Amounts due from related parties – – 260 427 260 427 Cash and cash equivalents 71 553 113 672 185 225 Trade and other payables (1 549 783) (7 399 001) (8 948 784) Net assets acquired 223 081 485 41 898 517 150 000 265 130 002 Amounts owing to vendors (72 883 535) – – (72 883 535) Cash fl ow from acquisitions 150 197 950 41 898 517 150 000 192 246 467 Profi t after tax for the period since the acquisition 18 193 804 1 303 965 – 28 594 671 Profi t after tax for the full period 27 290 706 1 303 965 – 19 497 769

The goodwill arising on the acquisitions is attributable to: 1. the acquisition of a customer base which does not qualify for recognition as an intangible asset as it is more in the nature of a market share; and 2. the synergies that the Group expects to be achieved from integrating the Company into the Group’s existing retailing business and using the established infrastructure and business methodologies.

99 24. EARNINGS AND DIVIDEND PER SHARE 2014 2013 2012 Basic and diluted earnings per share (thebe) 14.30 13.06 11.72 The calculation of basic and diluted earnings per share is based on: Profi t for the year attributable to the owners of the company (P) 167 881 985 153 300 978 129 323 401 The weighted average number of ordinary shares in issue during the year 1 174 207 583 1 174 207 583 1 103 555 410 There are no diluted instruments in issue.

2014 2013 2012 Headline earnings and diluted headline earnings per share (thebe) 13.88 12.84 11.41 The calculation of headline earnings and diluted headline earnings per share is based on: Headline earnings attributable to owners of the company (P) 162 924 070 150 804 154 125 949 066 The weighted average number of ordinary shares in issue during the year 1 174 207 583 1 174 207 583 1 103 555 410 There are no diluted instruments in issue.

PPP Headline earnings has been determined as follows: Basic earnings 167 881 985 153 300 978 129 323 401 Remeasurements: Profi t on sale of property, plant and equipment (6 425 876) (3 205 710) (4 382 285) Tax effect on remeasurements 1 467 961 708 886 1 007 950 Headline earnings 162 924 070 150 804 154 125 949 066 Dividend per share Dividend per share (thebe) 4.25 3.67 – Dividend declared and paid 49 924 988 43 143 909 – Ordinary shares eligible for dividend 1 174 207 583 1 174 207 583 1 174 207 583

100 25. SEGMENTAL REPORT Operating segments are identified based on financial information regularly reviewed by the Choppies Enterprises Limited Chief Executive Officer, identified as the Chief Operating Decision Maker of the Group for performance assessments and resource allocations. The Group has three operating segments, as described below, which are the Group’s strategic divisions. Operating segments are disclosed by geographical regions. Performance is measured based on the profit before taxation as management believes that such information is most relevant in evaluating the results of the segments against each other and other entities which operate within the retail industry. Botswana – Retail of fast moving consumer goods in Botswana. The business is supported by and includes a warehouse and service companies. South Africa – Retail of fast moving consumer goods in South Africa. The business is supported by and includes a warehousing operation. Zimbabwe – Retail of fast moving consumer goods in Zimbabwe.

Botswana South Africa Zimbabwe Total 2014 P P P P Statement of comprehensive income Revenue: Trading income 3 586 392 228 1 001 693 079 424 332 481 5 012 417 788 Other income 7 324 613 1 225 640 179 162 8 729 415 Total segment revenue 3 593 716 841 1 002 918 719 424 511 643 5 021 147 203 Reportable segment gross profi t 789 151 704 203 053 559 86 865 586 1 079 070 849 Reportable segment profi t/ (loss) before taxation 233 623 458 (28 524 729) 24 335 707 229 434 436 Reportable segment profi t after taxation 178 023 241 (19 056 220) 18 193 804 177 160 825 Statement of fi nancial position Reportable segment assets 1 124 217 127 347 587 589 277 666 482 1749 471 198 Reportable segment liabilities 524 979 134 112 809 044 242 359 664 880 147 842 2013 Statement of comprehensive income Revenue: Trading income 3 092 512 759 936 313 241 – 4 028 826 000 Other income 5 741 810 528 905 – 6 270 715 Total segment revenue 3 098 254 569 936 842 146 – 4 035 096 715 Reportable segment gross profi t 640 747 721 181 220 442 – 821 968 163 Reportable segment profi t/ (loss) before taxation 200 500 998 (1 608 314) – 198 892 684 Reportable segment profi t after taxation 153 109 012 191 966 – 153 300 978 Statement of fi nancial position Reportable segment assets 1 057 025 414 249 510 474 – 1 306 535 888 Reportable segment liabilities 305 704 566 262 230 476 – 567 935 042

101 Botswana South Africa Zimbabwe Total 2012 P P P P Statement of comprehensive income Revenue: Trading income 2 730 764 042 571 287 876 – 3 302 051 918 Other income 7 365 131 1 003 281 – 8 368 412 Total segment revenue 2 738 129 173 572 291 157 – 3 310 420 330 Reportable segment gross profi t 540 213 905 101 955 264 – 642 169 169 Reportable segment profi t/ (loss) before taxation 158 299 135 (1 021 510) – 157 277 625 Reportable segment profi t/ (loss) after taxation 135 919 696 (6 596 295) – 129 323 401 Statement of fi nancial position Reportable segment assets 877 872 062 207 238 971 – 1 085 111 033 Reportable segment liabilities 236 566 472 216 574 875 – 453 141 347

26. FINANCIAL SUPPORT Choppies Distribution Centre (Proprietary) Limited, a wholly-owned subsidiary of Choppies Enterprises Limited, has pledged its continued financial and operational support to certain subsidiaries of Choppies Enterprises Limited in order for these companies to continue operating as going concerns in the foreseeable future. Each of these companies is technically insolvent with their liabilities exceeding their equity and assets. The financial support provided by the Group will continue for each individual company until such time as the equity and assets, fairly valued, exceed the liabilities for each of the respective individual companies. The shareholders’ deficits at the reporting date for each of the companies are summarised as follows: 2014 2013 2012 P P P Amphora (Proprietary) Limited 42 066 – – Bell Garden (Proprietary) Limited 1 663 681 – – Choppies Supermarket SA Proprietary Limited – ZAR 36 763 994 9 930 682 3 554 664 Enchanted Oaks (Proprietary) Limited 552 449 – – Golden Irish (Proprietary) Limited 544 526 – – Highland Haven (Proprietary) Limited 3 925 181 3 225 148 – Leaf Motifs (Proprietary) Limited 925 033 1 455 524 – Mafi la Holdings (Proprietary) Limited 3 121 364 – – Mega Save (Proprietary) Limited 6 143 576 – – Million Touch (Proprietary) Limited 689 764 728 572 – Pearland (Proprietary) Limited 398 427 1 528 667 – Spin and Shine (Proprietary) Limited 358 440 – – Summer Queen (Proprietary) Limited 230 704 429 022 749 649 Supa Save (Proprietary) Limited 9 849 344 – – Taffeta Roses (Proprietary) Limited – 383 671 – Tanglewood (Proprietary) Limited 258 729 – – Welldone (Proprietary) Limited – 10 626 930 6 486 159 Walrus (Proprietary) Limited – – 1 298 294 White Baite (Proprietary) Limited – 521 325 –

102 27. DETAILS OF RELATED PARTY BALANCES AND TRANSACTIONS 27.1 Amounts due from related entities 2014 2013 2012 P P P Browalia (Proprietary) Limited 346 677 350 135 – Choppies Investments (Proprietary) Limited – – 417 310 Lumpsum Investments (Proprietary) Limited – – 285 506 Electrometric Enterprises (Proprietary) Limited 25 894 – – Fantique Trade (Proprietary) Limited 1 550 – – Montrose Investments (Proprietary) Limited 2 019 819 1 973 334 1 935 757 Navy Blue (Proprietary) Limited 117 066 117 066 72 512 Princieton (Proprietary) Limited 1 783 304 2 081 106 2 085 000 Plot 20602 (Proprietary) Limited – – 203 713 Pratham Holdings (Proprietary) Limited – – 336 051 Strides of Success (Proprietary) Limited 1 017 411 – – ZCX Investments (Proprietary) Limited 24 036 – – Total 5 335 757 4 521 641 5 335 849

These balances are unsecured, interest-free and repayable on demand.

27.2 Amounts due to related entities 2014 2013 2012 P P P The FAR Property Company (Proprietary) Limited 3 195 63 020 – Angarappa (Proprietary) Limited 426 848 283 490 190 358 Cascade Avenue (Proprietary) Limited 449 – – Electrometric Enterprises (Proprietary) Limited – 103 188 – Feasible Investments (Proprietary) Limited 464 250 1 042 261 149 739 Honey Guide (Proprietary) Limited 2 653 613 6 082 496 464 338 ILO Industries (Proprietary) Limited 5 655 045 2 255 655 335 024 Keriotic Investments (Proprietary) Limited 23 860 970 16 252 984 29 534 Mediland Healthcare Distributors (Proprietary) Limited 148 446 68 775 3 263 Mont Catering and Refrigeration (Proprietary) Limited 169 001 3 109 297 305 247 Real Plastics & Moulds (Proprietary) Limited 739 970 1 457 020 103 528 SAI Enterprise (Private) Limited 65 636 311 – – Amount owing for acquisition 72 883 535 – – Other amounts owing(7 247 224)– – Solace (Proprietary) Limited 855 596 920 000 350 044 Vet Agric Supplies (Proprietary) Limited 571 540 1 477 734 403 727 Weal (Proprietary) Limited 218 971 370 190 229 882 Total 101 404 205 33 486 110 2 564 684 These balances are trading related, are at arm’s length, unsecured and interest-free and are payable under normal trading terms. Disclosed as follows: Amounts due to related entities 28 520 670 33 486 110 2 564 684 Amounts owing to vendors for acquisitions 72 883 535 – – 101 404 205 33 486 110 2 564 684

103 27.3 Related party transactions Name Nature of transactions Amount p 2014 Angarappa (Proprietary) Limited Purchase of capital goods 10 841 355 Browalia (Proprietary) Limited Purchase of goods 151 388 Cascade Avenue (Proprietary) Limited Purchase of goods 449 Electrometric Enterprises (Proprietary) Limited Purchase of goods/services 1 380 492 Feasible Investments (Proprietary) Limited Purchase of goods/services 25 189 920 Honey Guide (Proprietary) Limited Purchase of goods 40 150 651 ILO Industries (Proprietary) Limited Purchase of goods 65 946 997 Keriotic Investments (Proprietary) Limited Purchase of goods 167 665 418 Mediland Healthcare Distributors (Proprietary) Limited Purchase of goods 1 463 822 Mont Catering and Refrigeration (Proprietary) Limited Purchase of capital goods 45 645 921 Montrose Investments (Proprietary) Limited Purchase of goods 634 990 Real Plastics & Moulds (Proprietary) Limited Purchase of goods 16 021 120 SAI Enterprise (Private) Limited Rental paid 3 315 134 Solace (Proprietary) Limited Purchase of goods223 081 485 The FAR Property Company (Proprietary) Limited Rental paid 23 843 752 Vet Agric Supplies (Proprietary) Limited Purchase of goods 53 364 153 Weal (Proprietary) Limited Purchase of goods 250 505 Angarappa (Proprietary) Limited Sale of stock 2 758 775 Electrometic Enterprises (Proprietary) Limited Sale of stock 40 180 Fantique Trade (Proprietary) Limited Sale of stock 197 497 Feasible Investments (Proprietary) Limited Sale of stock 1 206 109 Honey Guide (Proprietary) Limited Sale of stock 4 706 481 ILO Industries (Proprietary) Limited Sale of stock 4 549 967 Keriotic Investments (Proprietary) Limited Sale of stock 5 879 465 Mediland Healthcare Distributors (Proprietary) Limited Sale of stock 390 073 Mont Catering and Refrigeration (Proprietary) Limited Sale of stock 464 447 Montrose Investments (Proprietary) Limited Sale of stock 30 936 Princieton (Proprietary) Limited Sale of stock 290 607 Real Plastics & Moulds (Proprietary) Limited Sale of stock 2 695 769 Solace (Proprietary) Limited Sale of stock 1 055 342 Strides of Success (Proprietary) Limited Sale of stock 71 633 The FAR Property Company (Proprietary) Limited Sale of stock 110 598 Vet Agric Supplies (Proprietary) Limited Sale of stock 5 317 424 Weal (Proprietary) Limited Sale of stock 26 269 ZCX Investments (Proprietary) Limited Sale of stock 1 583 377 2013 Angarappa (Proprietary) Limited Purchase of capital goods 6 973 056 Browalia (Proprietary) Limited Purchase of goods 164 062 Electrometric Enterprises (Proprietary) Limited Purchase of goods/services 1 077 318 Feasible Investments (Proprietary) Limited Purchase of goods/services 17 179 326 Honey Guide (Proprietary) Limited Purchase of goods 39 242 140 ILO Industries (Proprietary) Limited Purchase of goods 52 836 231 Keriotic Investments (Proprietary) Limited Purchase of goods 129 276 899 Mediland Healthcare Distributors (Proprietary) Limited Purchase of goods 2 060 300 Mont Catering and Refrigeration (Proprietary) Limited Purchase of capital goods 49 540 719 Montrose Investments (Proprietary) Limited Purchase of goods 512 893 Real Plastics & Moulds (Proprietary) Limited Purchase of goods 11 711 047 Solace (Proprietary) Limited Purchase of goods 13 684 180 The FAR Property Company (Proprietary) Limited Rental paid 26 522 611 The FAR Property Company (Proprietary) Limited Disposal of properties 20 879 509

104 Name Nature of transactions Amount p Vet Agric Supplies (Proprietary) Limited Purchase of goods 35 524 773 Weal (Proprietary) Limited Purchase of goods 237 483 Angarappa (Proprietary) Limited Sale of stock 1 498 537 Bagpiper (Proprietary) Limited Sale of stock 125 656 Electrometic Enterprises (Proprietary) Limited Sale of stock 25 342 Feasible Investments (Proprietary) Limited Sale of stock 418 874 Honey Guide (Proprietary) Limited Sale of stock 3 925 077 ILO Industries (Proprietary) Limited Sale of stock 3 800 170 Keriotic Investments (Proprietary) Limited Sale of stock 4 247 750 Mediland Healthcare Distributors (Proprietary) Limited Sale of stock 132 935 Mont Catering and Refrigeration (Proprietary) Limited Sale of stock 299 377 Montrose Investments (Proprietary) Limited Sale of stock 21 792 Princieton (Proprietary) Limited Sale of stock 169 826 Real Plastics & Moulds (Proprietary) Limited Sale of stock 1 728 030 Solace (Proprietary) Limited Sale of stock 421 876 The FAR Property Company (Proprietary) Limited Sale of stock 58 014 Vet Agric Supplies (Proprietary) Limited Sale of stock 2 714 658 Weal (Proprietary) Limited Sale of stock 36 596 ZCX Investments (Proprietary) Limited Sale of stock 690 468 2012 Angarappa (Proprietary) Limited Purchase of capital goods 4 153 508 Electrometric Enterprises (Proprietary) Limited Purchase of goods/services 586 216 Feasible Investments (Proprietary) Limited Purchase of goods/services 10 775 988 Honey Guide (Proprietary) Limited Purchase of goods 47 021 683 ILO Industries (Proprietary) Limited Purchase of goods 40 381 742 Keriotic Investments (Proprietary) Limited Purchase of goods 58 670 985 Mediland Healthcare Distributors (Proprietary) Limited Purchase of goods 1 273 509 Mont Catering and Refrigeration (Proprietary) Limited Purchase of capital goods 25 687 164 Montrose Investments (Proprietary) Limited Purchase of goods Real Plastics & Moulds (Proprietary) Limited Purchase of goods 8 677 124 SAI Enterprise (Private) Limited Rental paid Solace (Proprietary) Limited Purchase of goods 11 962 851 The FAR Property Company (Proprietary) Limited Rental paid 8 520 748 Vet Agric Supplies (Proprietary) Limited Purchase of goods 16 812 217 Weal (Proprietary) Limited Purchase of goods 151 283 Angarappa (Proprietary) Limited Sale of stock 490 804 Honey Guide (Proprietary) Limited Sale of stock 2 198 278 ILO Industries (Proprietary) Limited Sale of stock 1 539 649 Keriotic Investments (Proprietary) Limited Sale of stock 18 969 476 Mont Catering and Refrigeration (Proprietary) Limited Sale of stock 64 615 Montrose Investments (Proprietary) Limited Sale of stock 14 957

28. EVENTS AFTER THE REPORTING DATE The directors are not aware of any matters or circumstances arising since the close of the financial year to the date of this report, not dealt with in the report on Historical Financial Information, which would have a material effect on the financial results or operations of the Group.

105 Annexure 2

REVIEWED INTERIM FINANCIAL STATEMENTS

The defi nitions and interpretations commencing on page 13 of the Pre-listing Statement have been used in this Annexure 2. The consolidated statements of fi nancial position as at 31 December 2014 and 31 December 2013 and consolidated statements of comprehensive income, changes in equity and cash fl ows for the periods then ended and the related notes have been extracted, from the reviewed Group fi nancial results for the six months period ended 31 December 2014 and 31 December 2013. Adjustments have been made to comply with the JSE Listings Requirements. STATEMENT OF FINANCIAL POSITION 31 December 2014 2013 Assets PP Non-current assets 1 222 949 460 1 040 537 687 Property, plant and equipment 734 518 543 554 129 567 Goodwill 454 041 764 449 955 270 Deferred taxation 21 463 538 11 382 393 Investments in new projects 12 925 615 25 070 457 Current assets 919 809 445 784 262 051 Inventories 543 180 567 421 945 022 Investments 2 900 2 900 Advances and deposits 48 855 786 38 036 086 Trade and other receivables 203 725 856 104 989 452 Amounts due from related entities 5 628 553 6 708 752 Cash and cash equivalents 118 415 783 212 579 839

Total assets 2 142 758 905 1 824 799 738 Equity and liabilities Equity 912 588 579 773 666 855 Stated capital 421 474 313 421 474 313 Preference shares 85 300 85 165 Foreign currency translation reserve 145 085 (14 138 194) Retained earnings 485 999 601 367 434 438 Equity attributable to owners of the company 907 704 299 774 855 722 Non-controlling interests 4 884 280 (1 188 867) Non-current liabilities 401 110 043 237 084 056 Long -term borrowings 363 043 517 212 525 586 Deferred operating lease liabilities 38 066 526 24 558 470 Current liabilities 829 060 283 814 048 827 Trade and other payables 549 407 808515 553 661 Amounts due to related entities 36 265 799 42 796 521 Amounts owing to vendors for acquisition 37 724 543 116 481 063 Current portion of deferred operating lease liabilities 3 553 765 3 244 916 Current portion of long-term borrowings 102 984 098 94 863 084 Taxation payable 16 918 365 9 388 065 Bank overdraft 82 205 905 31 721 517

Total equity and liabilities 2 142 758 905 1 824 799 738 Net asset value per share (thebe) 77.30 65.99 Tangible net asset value per share (thebe) 38.64 27.67 Shares in issue at end of year 1 174 207 583 1 174 207 583

106 STATEMENT OF COMPREHENSIVE INCOME for the period ended 31 December 2014 2013 PP Revenue 3 008 477 569 2 504 254 348 Cost of sales (2 364 469 605) (1 971 406 566) Gross profi t 644 007 964 532 847 782 Other income 10 554 529 8 014 717 Operating costs (513 987 296) (407 560 796) Operating profi t before net fi nance cost and taxation 140 575 197 133 301 703 Net fi nance cost (11 135 962) (2 453 358) Finance cost (12 200 616) (5 241 320) Finance income 1 064 654 2 787 962

Profi t before taxation 129 439 235 130 848 345 Taxation (26 188 743) (29 283 044) Profi t for the period 103 250 492 101 565 301 Other comprehensive income Items that will subsequently be reclassifi ed to profi t and loss Foreign currency translation differences from foreign operations (6 995 630) (16 575 204) Total comprehensive income for the period 96 254 862 84 990 097 Profi t for the period attributable to: Owners of the company 100 571 592 96 898 775 Non-controlling interests 2 678 900 4 666 526 103 250 492 101 56 5 301 Total comprehensive income for the period attributable to: Owners of the company 98 519 551 86 179 864 Non-controlling interest (2 264 689) (1 188 867) 96 254 862 84 990 997 Earnings per share (thebe) Basic 8.57 8.25 Diluted 8.57 8.25 Headline earnings per share (thebe) Basic 8.37 7.95 Diluted 8.37 7.95

107 639) 842 855 356 66 594 524 95 656 366 314522 75 20 061 Non- 5 72 interest Total controlling 530 8 337 836 210 4 612 387 7 148 969 869 323 639) – (52 989 reserves Capital and reserve Foreign currency translation 210 – 70 983 210 16 335 320 87 318 648 2 197 126 862 174 639) – (52 989 earnings Retained – 70 983 – – 16 335 320 16 335 320 3 – (49 924 988) – (49 924 988) – (49 924 988) –– 96 898 775– 96 898 775 (10 718 911) 86 179 864 (1 188 867) –– 84 990 997 (10 718 911) 70 983 (10 718 911) 96 898 775 (5 855 393) 4 666 526 (16 575 204) 101 565 301 135 – – 135 – 135 shares Preference – – – – – – – – – – 100 571 592 (2 052 041) 98 519 551 (2 264 689) 96 254 862 PPPPPPP Stated capital t for the period t for the period t for the period – – 100 571 592 – 100 571 592 2 678 900 103 250 492 Balance at 31 December 2014 421 474 313 85 300 485 999 601 145 085 907 704 299 4 884 280 912 588 579 Profi Other comprehensive income Balance at 30 June 2014 421 474 313 85 300 438 417 Balance as at 31 December 2013 421 474 313 85 165 367 434 438 (14 138 194) 774 855 722 (1 188 867) 773 6 STATEMENT OF CHANGES IN EQUITY for the period ended 31 December 2014 and 31 December 2013 Dividends paid Issue of preference shares Dividend declared and paid – – (52 989 Balance at 30 June 2013 421 474 313 85 165 320 460 651 (3 419 283) 738 600 846 – 738 600 846 Total comprehensive income for the period Total Profi Other comprehensive income for the period with shareholders recognised Transactions in equity comprehensive income for the period Total with shareholders recognised Transactions in equity comprehensive income for the period Total Profi Other comprehensive income for the period with shareholers recognised Transactions in equity – – – (2 052 041) (2 052 041) (4 943 589) (6 995 630)

108 STATEMENT OF CASH FLOWS for the period ended 31 December 2014 2014 2013 PP Cash fl ows from operating activities Cash infl ows from operations 102 092 363190 732 888 Interest received 1 064 654 2 787 962 Taxation paid (29 668 208) (36 169 336) Dividend paid (52 989 639) (49 924 988) Net cash infl ow/(outfl ow) from operating activities 20 499 170107 426 526 Cash fl ows from investing activities Purchase of property, plant and equipment (179 703 142) (211 895 045) Proceeds on disposal of property, plant and equipment 4 881 343 6 642 336 Acquisition of business ( 35 158 992) (148 498 939) Investments in new projects (9 623 951) (3 759 314) Net cash outfl ow from investing activities (219 604 742)(357 510 962) Cash fl ows from fi nancing activities Financing obtained from third parties 225 112 255 235 234 429 Capital repayment of long term liabilities (35 435 095) (14 481 267) Interest paid (12 200 616) (5 241 320) Capital introduced by non-controlling shareholder – 898 Net cash infl ow from fi nancing activities 177 476 544 215 512 740 Net decrease in cash and cash equivalents (21 629 028 ) (34 271 696) Cash and cash equivalents at beginning of the period 57 838 906 215 130 018 Cash and cash equivalents at end of the period 36 209 878 180 858 322

109 SEGMENTAL REPORT 2014 Botswana South Africa Zimbabwe Total PPPP Statement of comprehensive income Total income 1 991 839 946 622 300 730 394 336 893 3 008 4 77 569 Other income 9 284 543 1 067 253 202 733 10 544 529 Total segment income 2 001 124 489 623 367 983 394 539 626 3 019 032 098 Reportable segment gross profi t 440 975 521 131 999 611 71 032 832 644 007 964 Reportable segment profi t/(loss) before taxation 129 761 041 (8 036 895) 7 715 089 129 439 235 Reportable segment profi t/(loss) after taxation 104 247 924 (6 250 177) 5 252 745 103 250 492 Reportable segment EBITDA 176 807 242 13 941 876 15 072 695 205 821 813 Statement of fi nancial position Reportable segment assets 1 317 117 205 467 402 901 358 238 800 2 142 758 906 Reportable segment liabilities (374 228 959 ) (511 870 276) (344 071 091) (1 230 170 326 ) 2013 Statement of comprehensive income Total income 1 868 776 36 4 524 503 309 110 974 675 2 504 254 348 Other income 7 025 052 989 6 65 – 8 014 717 Total segment income 1 875 801 416 525 492 974 110 974 675 2 512 269 065 Reportable segment gross profi t 402 991 284 105 532 665 24 323 833 532 847 782 Reportable segment profi t/(loss) before taxation 124 732 684 (6 001 513) 12 117 174 130 848 345 Reportable segment profi t/(loss) after taxation 96 620 961 (4 20 5 713 ) (9 150 053) 101 565 301 Reportable segment EBITDA 161 438 178 9 606 377 13 133 917 184 178 472 Statement of fi nancial position Reportable segment assets 1 215 207 835334 795 958274 795 945 1 824 799 738 Reportable segment liabilities ( 421 196 671) (364 290 320) (265 645 892) ( 1 051 132 883)

110 1. BASIS OF PREPARATION AND ACCOUNTING POLICIES The condensed consolidated interim financial statements for the six months ended 31 December 2014 and 31 December 2013 have been prepared and presented in accordance with the requirements of International Accounting Standard IAS34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the Listings Requirements of the JSE Limited and in the manner required by the Companies Act, 2003 (No 32 of 2004) of Botswana. In preparing these interim condensed consolidated financial statements, management makes use of judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The significant judgements made by management in applying the Group’s accounting policies were the same as those that applied to the consolidated financial statements for the year ended 30 June 2014. The accounting policies applied in the presentation of the condensed consolidated interim financial statements, which comply with International Financial Reporting Standards, are consistent with those applied for the year ended 30 June 2014, except for new standards and interpretations that became effective on 1 July 2014. The company adopted the following new and revised accounting standards, amendments to standards and new interpretations during the period. The adoption of IFRIC 21 Levies, and the amendments to Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27), Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32), Recoverable Amount Disclosure for Non-Financial Assets (Amendments to IAS 36), Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39) had no effect on the results of the company. The condensed consoli- dated Interim financial statements have been presented on the historical cost basis except for certain financial instruments which are stated at fair value and are presented in Pula which is the Company’s functional and Group’s presentation currency. This interim report should be read in conjunction with the financial statements for the year ended 30 June 2014.

2. DISTRIBUTIONS TO SHAREHOLDERS The Group has a policy of paying a single dividend based on the profits for the year subsequent to year end. As a result, the Group has declared a dividend of P52 989 6 39 (2013 – P49 924 988) during the period.

3. CHANGES TO THE BOARD OF DIRECTORS The following changes in the board of directors took place during the period and up to the date of this report: Name Designation Nature of change Date Manikandan Madakkavil Executive Director Appointment 18 March 2015

4. RELATED PARTY TRANSACTIONS There has been no significant change in related party relationships since the previous year other than in the normal course of business. During the six months ended 31 December 2013 Choppies acquired SAI Enterprises Private Limited for R223 081 485 through its subsidiary Nanavac Investments (Private) Limited (“Nanavac Investments”). SAI Enterprises Private Limited is considered a related party due to a common directorship with Nanavac Investments. There have been no other material transactions (as defined in the JSE Listings Requirements) during the periods with related parties.

5. BASIC AND DILUTED EARNINGS PER SHARE – THEBE 2014 2013 PP Basic and diluted earnings per share (thebe) 8.57 8.25 The calculation of basic and diluted earnings per share is based on: Profi t for the period attributable to the owners of the company 100 571 592 96 898 775 Weighted average number of shares in issue 1 174 207 583 1 174 207 583

111 6. HEADLINE EARNINGS AND DILUTED HEADLINE EARNINGS PER SHARE 2014 2013 PP Headline and diluted headline earnings per share (thebe) 8.37 7.95 The calculation of headline and diluted headline earnings per share is based on: Headline earning for the year 98 267 120 93 314 362 Weighted average number of ordinary shares in issue 1 174 207 583 1 174 207 583 Headline earnings has been determined as follows: Profit for the period attributable to the owners of the company 100 571 592 96 898 775 Remeasurements: Profit on sale of property, plant and equipment (2 962 688) (4 595 402) Tax effect on remeasurements 658 216 1 010 989 Headline earnings 98 267 120 93 314 362 There are no dilutory instruments in issue.

7. ACQUISITION OF BUSINESSES On 1 November, 2013, the group acquired 10 stores in Bulawayo, Zimbabwe which were previously operated as Spar Franchises by SAI Enterprises (Private) Limited through its subsidiary Nanavac Investments Private Limited for a consideration of P223 081 485. On 1 July 2013, the group acquired Supa Save Proprietary Limited and Mega Save Proprietary Limited through the purchase of shares for a total consideration of P41 898 517. The following table summarises the recognised amounts of assets acquired and liabilities assumed at date of acquisition accounted for during the period ended 31 December 2013. SAI Supa Save & Enterprises Mega Save Total P P P Goodwill 126 864 675 22 666 516 149 531 191 Plant and equipment 26 581 722 11 324 870 37 906 592 Inventories 69 635 088 7 239 714 76 874 802 Deferred tax – 1 549 783 1 549 783 Deposits and advances – 595 864 595 864 Cash and cash equivalents – 71 553 71 553 Trade and other payables – (1 549 783) (1 549 783) Net assets acquired 223 081 485 41 898 517 264 980 002 Amounts owing to vendors (116 481 063) – (116 481 063) Cash fl ow from acquisitions 106 600 422 41 898 517 148 498 939 Profi t after tax for the period since the acquisition9 150 053 651 983 9 802 036 Profi t after tax for the full period13 645 353 651 983 14 297 336

The goodwill arising on the acquisitions is attributable to: 1. The acquisition of a customer base which does not qualify for recognition as an intangible asset as it is more in the nature of a market share. 2. The synergies that the Group expects to be achieved from integrating the Company into the Groups existing retailing business and using the established infrastructure and business methodologies. P35 158 992 of the amount owing to the vendors was paid during the period ended 31 December 2014. P37 724 543 is still owing.

112 Annexure 3

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF CHOPPIES AND INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE INTERIM FINANCIAL STATEMENTS

The Directors Choppies Enterprises Limited Plot 115, Unit 5 Kgale Mews Gaborone Botswana Dear Sirs Independent reporting accountants’ report on the report of historical fi nancial information of Choppies The defi nitions commencing on page 13 of this Pre-listing statement apply mutatis mutandis to this report. At your request, we present our Independent Reporting Accountants’ report on the Report of Historical Financial Information of Choppies Enterprises Limited (“Choppies”) for the three years ended 30 June 2012, 30 June 2013 and 30 June 2014 and the six months ended 31 December 2013 and 31 December 2014 (“Historical Financial Information”), for the purposes of complying with the Listings Requirements and for inclusion in the Pre-listing statement dated on or about 11 May 2015. Our independent reporting accountants’ report on the report of Historical Financial Information comprises an audit report in respect of the three years ended 30 June 2012, 30 June 2013 and 30 June 2014 and a review report in respect of the six months ended 31 December 2013 and 31 December 2014. KPMG Inc is the Independent reporting accountant in respect of the Historical Financial Information and KPMG Botswana is the independent auditor of Choppies. Responsibility of the directors The directors of Choppies are responsible for the compilation, contents and preparation of the Pre-listing statement in accordance with the JSE Listings Requirements. The directors of Choppies are also responsible preparing the Historical Financial Information in accordance with International Financial Reporting Standards and for such internal control as the directors determine is necessary to enable the preparation of the circular and Historical Financial Information that are free from material misstatement, whether due to fraud or error. Historical Financial Information for the three years ended 30 June 2014 We have audited the Historical Financial Information for the three years ended 30 June 2014 attached as Annexure 1 to the Pre-listing statement which has been prepared in accordance with the International Financial Reporting Standards. Responsibility of the independent reporting accountant for the audit Our responsibility is to express an opinion on the Historical Financial Information based on our audits. We conducted our audits in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the Historical Financial Information is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Historical Financial Information. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Historical Financial Information in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the Historical Financial Information. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

113 Opinion In our opinion, the Historical Financial Information, included in the circular presents fairly, in all material respects, the fi nancial position of Choppies at 30 June 2012, 30 June 2013 and 30 June 2014 and its fi nancial performance and cash fl ows for the years then ended in accordance with International Financial Reporting Standards. Historical Financial Information for the six months ended 31 December 2013 and 31 December 2014 We have reviewed the Historical Financial Information for the six months ended 31 December 2013 and 31 December 2014 attached as Annexure 2 to the Pre-listing statement Scope of our review We conducted our reviews of the Historical Financial Information in accordance with International Standard on Review Engagements ISRE 2400 Engagements to Review Financial Statements. A review of fi nancial information consists of making inquiries, primarily of persons responsible for fi nancial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all signifi cant matters that might be identifi ed in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the Historical Financial Information for the six months ended 31 December 2013 and 31 December 2014 included in the Pre-listing statement does not fairly present, in all material respects, the fi nancial results of Choppies for the six months ended 31 December 2013 and 31 December 2014 in accordance with International Financial Reporting Standards. KPMG Inc. Registered Auditor

Per Dwight Thompson Chartered Accountant (SA) Registered Auditor Director

KPMG Crescent 85 Empire Road Parktown Johannesburg 2192

114 Annexure 4

PRO FORMA FINANCIAL INFORMATION

The defi nitions and interpretations commencing on page 13 of the Pre-listing statement apply throughout this Annexure 4. This pro forma fi nancial information has been prepared for illustrative purposes only and because of its nature may not fairly present Choppies fi nancial position, changes in equity, results of operations or cash fl ows. The pro forma fi nancial information has been prepared to illustrate the impact of the Offer, on the reviewed published fi nancial information of Choppies for the six months ended 31 December 2014, had the Offer occurred on 1 July 2014 for the purpose of the statement of comprehensive income and on 31 December 2014 for the purpose of the statement of fi nancial position. The pro forma fi nancial effects have been prepared using accounting policies that comply with IFRS and that are consistent with those applied in the audited annual fi nancial statements of Choppies for the year ended 30 June 2014. The reporting accountants’ reasonable assurance report on the pro forma fi nancial information of Choppies is set out in Annexure 5 to this Pre-listing statement. The pro forma fi nancial information is the responsibility of the Directors. PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION The pro forma statement of fi nancial position set out below presents the effects of the Offer on the reviewed interim results of Choppies as at 31 December 2014 based on the assumption that the Offer was effective 31 December 2014. Adjustment Adjustment due to costs Adjustment due to associated Before the due to issue retirement with the After the transactions of shares of debt transaction transactions Note (1) (3) ( 4) (6) (5) (2) P’000 P’000 P’000 P’000 P’000 ASSETS Non-current assets 1 222 950 – – – 1 222 950 Property, plant and equipment 734 518 – – – 734 518 Goodwill 454 042 – – – 454 042 Deferred taxation 21 464 – – – 21 464 Investments in new projects 12 926 – – – 12 926 Current assets 3 919 810474 380 (268 600) (18 156) 1 107 434 Inventories 543 181 – – – 543 181 Investments 3 – – – 3 Advances and deposits 48 856 – – – 48 856 Trade and other receivables 203 726 – – – 203 726 Amounts due from related entities 5 628 – – – 5 628 Cash and cash equivalents 3 118 416474 380 (268 600) (18 156) 306 040

Total assets 2 142 760474 380 (268 600) (18 156) 2 330 384 EQUITY AND LIABILITES Equity 912 589474 380 – (18 156) 1 368 813 Stated capital 3, 4 421 475 474 380 – (393) 895 462 Preference shares 85 – – – 85 Foreign currency translation reserve 145 – – – 145 Retained earnings 5 486 000 – – (1 7 763)46 8 237 Equity attributable to owners of the company 907 705474 380 – (18 156) 1 3 63 929 Non-controlling interests 4 884 – – – 4 884

115 Adjustment Adjustment due to costs Adjustment due to associated Before the due to issue retirement with the After the transactions of shares of debt transaction transactions Note (1) (3) ( 4) (6) (5) (2) P’000 P’000 P’000 P’000 P’000 Non-current liabilities 6 401 111 – (268 600) – 132 511 Long-term borrowings 6 363 044 – (268 600) – 94 444 Deferred operating lease liabilities 38 067 – – – 38 067 Current liabilities 829 060 –––829 060 Trade and other payables 549 407 – – –549 407 Amount owing to vendors 37 725 – – – 37 725 Amounts due to related entities 36 266 – – – 36 266 Taxation payable 16 918 – – – 16 918 Current portion of deferred operating lease liabilities 3 554 – – – 3 554 Current portion of long- term borrowings 102 984 – – – 102 984 Bank overdraft 82 206 – – – 82 206

Total equity and liabilities 2 142 7604 74 380 (268 600) (18 156) 2 330 384 N et asset value per share (thebe) 77.30105.60 Tangible net asset value per share (thebe) 38.6470.44 Number of shares in issue at end of period (’000) 1 174 208 117 421 – – 1 291 629

Notes: 1. Based on the reviewed results for the six months ended 31 December 2014. 2. It is assumed that the Offer was implemented on 31 December 2014. 3. The Offer is assumed to raise gross proceeds of ZAR574.2 million (P474.4 million) through the issue of up to 117 420 758 Ordinary Shares ZAR4.89 (P4.04) per share (being the closing price as at the Last Practicable Date) 4. Estimated transaction costs of ZAR0.5 million (P0.4 million) have been deducted from share capital. This adjustment will not have a continuing effect. 5. The balance of the estimated transaction costs of ZAR21.5 million (P17.8 million) are to be incurred and expensed through the statement of comprehensive income. This adjustment will not have a continuing effect. 6. It is assumed that the net proceeds from the Offer of ZAR552.2 million (P456.2 million) will be used to repay a portion of long-term debt of P268.6 million. This adjustment will have a continuing effect. 7. It is assumed the remainder of the net proceeds P187.4 million will be retained as cash. This adjustment will have a continuing effect.

116 PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Adjustment Adjustment due to costs Adjustment due to associated Before the due to issue retirement with the After the transactions of shares of debt transaction transactions Notes (1) (2) (5)(6) (4) (2) P’000 P’000 P’000 P’000 P’000 Revenue 3 008 478 – – – 3 008 478 Cost of sales (2 364 470) – – – (2 364 470) Gross profi t 644 008 – – – 644 008 Other income 10 555 – – – 10 555 Operating costs 4 (513 987) – –(17 763)(531 750) Operating profi t before net fi nance cost and taxation 140 576 – –(17 763) 122 813 Net fi nance cost (11 136) – 7 660 – (3 476) Finance cost 5 (12 201) – 7 660 – (4 541) Finance income 1 065 – – – 1 065 Profi t before taxation 129 440 – 7 660 (17 763) 119 337 Taxation 6 (26 189) – (1 685) – (27 874) Profi t for the period 103 251 – 5 975 (17 763) 91 463 Other comprehensive income Items that will subsequently be reclassifi ed to profi t and loss Foreign currency translation differences from foreign operations (6 996) – – – (6 996) Total comprehensive income for the period 96 255 – 5 975(17 763) 84 467 Profi t for the period attributable to: Owners of the company 100 572 – 5 975(17 763) 88 784 Non-controlling interests 2 679–––2 679 103 251 5 975(17 763) 91 463 Total comprehensive income for the period attributable to: Owners of the company 98 520 – 5 97517 763 86 732 Non-controlling interests (2 265) – – – (2 265) 96 255 – 5 975(17 763) 84 467 Earnings per share (thebe) – Basic 8.57 6.87 – Diluted 8.57 6.87 Headline earnings per share (thebe) – Basic 8.37 6.70 – Diluted 8.37 6.70 Weighted average number of shares in issue (’000) – Basic and headline 1 174 208 117 42 1 – – 1 291 629 – Diluted basic and headline 1 174 208 117 42 1 – – 1 291 629

Notes 1. Based on the reviewed results for the six months ended 31 December 2014. 2. It is assumed that the Offer was implemented on 1 July 2014.

117 3. The Offer is assumed to raise gross proceeds of ZAR574.2 million (P474.4 million) through the issue of up to 117 420 758 Ordinary Shares ZAR4.89 (P4.04) per share (being the closing price as at the Last Practicable Date) 4. Estimated transaction costs, not capitalised, of ZAR21.5 million (P17.8 million) to be incurred and expensed through the income statement. This adjustment will not have a continuing effect. 5. It is assumed that net proceeds from the Offer of ZAR552.2 million (P456.2 million) will be used to repay a portion of long-term debt P268.6 million. This adjustment illustrates the effect of the interest expense saving from the repayment of the debt. Interest is incurred at a blended rate of 5.7% on the borrowings to be retired. The adjustment is of a continuing nature. 6. Represents the tax effect of the interest saving noted under (5) above. This adjustment is of a continuing nature. Tax is calculated at the Botswana normal income tax statutory rate of 22%. EARNINGS PER SHARE 1.1 Earnings per share P’000 Reconciliation between earnings attributable to the owners of the parent pre and post the transaction: Earnings attributable to owners of the parent pre transaction 100 572 Adjustments to earnings due to Offer (11 788) Estimated transaction fees to incurred relating to the transaction (17 763) Interest expense on loans deemed to be repaid from proceeds of transaction 7 660 Tax effect on adjustments (1 685)

Earnings post transaction 88 784

1.2 Headline earnings per share Reconciliation between earnings attributable to the owners of the parent and headline earnings: Earnings attributable to owners of the parent 100 572 Remeasurements: Profi t on sale of asset (2 963) Tax effect on remeasurements 658 Headline earnings pre transaction 98 267 Adjustments to headline earnings due to Offer Adjustments to earnings attributable to owners of the parent (11 788) Estimated transaction fees to incurred relating to the transaction (17 763) Interest expense on loans deemed to be repaid from proceeds of transaction 7 660 Tax effect on adjustments (1 685)

Headline earnings post transaction 86 479

118 Annexure 5

INDEPENDENT REPORTING ACCOUNTANTS’ REASONABLE ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION

Choppies Enterprises Limited Plot 115, Unit 5 Kgale Mews Gabarone Botswana 4 May 2015

Report on the Compilation of Pro Forma Financial Information We have completed our reasonable assurance engagement to report (“Report”) on the compilation of pro forma earnings and diluted earnings, headline and diluted headline earnings, net asset value and tangible net asset value per share of Choppies Enterprises Limited (“Choppies” or “the Company”), the pro forma statement of fi nancial position of Choppies, the pro forma statement of comprehensive income of Choppies and the related notes, including a reconciliation showing all of the pro forma adjustments to the share capital, reserves and other equity items relating to Choppies, (collectively “Pro Forma Financial Information”). The Pro Forma Financial Information is set out in Annexure 4 of the Pre-listing statement to be issued by the Company on or about 11 May 2015 (“Pre-listing statement”). The Pro Forma Financial Information has been compiled by the directors of Choppies to illustrate the impact of (i) an offer for subscription by the Company and an offer for sale by certain existing shareholders of the Company and (ii) the listing of the ordinary shares of the Company on the JSE Limited (“JSE”) (“Transaction”) as detailed in the Pre-listing statement on the Company’s statement of fi nancial position and changes in equity as at 31 December 2014 and the Company’s statement of comprehensive income for the period ended 31 December 2014. As part of this process, the Company’s earnings, diluted earnings, headline earnings and diluted headline earnings per share, statement of comprehensive income and statement of financial position have been extracted by the directors from the Company’s interim financial statements for the period ended 31 December 2014 (“Published Financial Information”), on which a review report has been published. In addition, the directors have calculated the net asset value and net tangible asset value per share as at 31 December 2014 based on financial information extracted from the Published Financial Information.

Directors’ responsibility for the Pro Forma Financial Information The directors of Choppies are responsible for compiling the Pro Forma Financial Information on the basis of the applicable criteria as detailed in paragraphs 8.15 to 8.33 of the Listings Requirements of the JSE Limited and the SAICA Guide on Pro Forma Financial Information, revised and issued in September 2012 (“Applicable Criteria”).

Reporting accountants’ responsibility Our responsibility is to express an opinion about whether the Pro Forma Financial Information has been compiled , in all material respects, by the directors on the basis of the Applicable Criteria, based on our procedures performed. We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that the reporting accountants’ comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the directors have compiled, in all material respects, the Pro Forma Financial Information on the basis of the Applicable Criteria. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any Published Financial Information used in compiling the Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the Published Financial Information used in compiling the Pro Forma Financial Information.

119 The purpose of Pro Forma Financial Information included in the Pre-listing statement is solely to illustrate the impact of the Transaction on the unadjusted Published Financial Information as if the Transaction had been undertaken on 1 July 2014 for purposes of the pro forma earnings, diluted earnings, headline and diluted headline earnings per share and the pro forma statement of comprehensive income and on 31 December 2014 for purposes of the pro forma net asset value and net tangible asset value per share and pro forma statement of fi nancial position. Accordingly, we do not provide any assurance that the actual outcome of the Transaction, subsequent to its implementation, will be as presented in the Pro Forma Financial Information. A reasonable assurance engagement to report on whether the Pro Forma Financial Information has been properly compiled, in all material respects, on the basis of the Applicable Criteria involves performing procedures to assess whether the Applicable Criteria used by the directors in the compilation of the Pro Forma Financial Information provide a reasonable basis for presenting the signifi cant effects directly attributable to the Transaction and to obtain suffi cient appropriate evidence about whether: • The related pro forma adjustments give appropriate effect to the Applicable Criteria; and • The Pro Forma Financial Information reflects the proper application of those pro forma adjustments to the unadjusted Published Financial Information.

The procedures selected depend on the reporting accountants’ judgement, having regard to the reporting accountant’s understanding of the nature of the Company, the Transaction in respect of which the Pro Forma Financial Information has been compiled and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the Pro Forma Financial Information. We believe that the evidence we have obtained is suffi cient and appropriate to provide a basis for our opinion.

Opinion In our opinion, the Pro Forma Financial Information has been compiled, in all material respects, on the basis of the Applicable Criteria.

Yours faithfully KPMG Inc. Per Dwight Thompson Chartered Accountants (SA) Director

120 Annexure 6 Sreedaran Varghese Harish Premkumar Kizhakinedan Venugopolan Valikadda Mohanan Sheenaj Ayyappan Karuvan Kurumbamkandath Kurumbamkandath • Farouk Ismail • Farouk Ottapathu Ramachandran • • Panicker Nair Madava Devassy • Puthenpanakkal Lonappan • Yuye Mohan • Anooj • Sunil Marathakkara Kumar • Farouk Ismail • Farouk Ottapathu Ramachandran • • C Kuriakose Varghese • AL Mohammed Nawshad Premkumar • Harish Sivaraman • Sabu Kandaparamba • Venugopolan Muthalangat • Balaraman • Ramachandran Ottapathu Ramachandran • Ismail • Farouk Sivaraman • Sabu • T Ramakrishnan Jiju services electrical, Principal business Directors plumbing, maintenance supermarket supermarket date 33 Effective a subsidiary of becoming held, indirectly directly or Percentage share Issued capital 100 000 100 15 April 2010 Refrigeration, 100 000 100 3 January 2007 Retail 100 000 100 1 July 2007 Retail ordinary DETAILS OF SUBSIDIARIES DETAILS 15 November 2000 – Botswana 9 September 2005 – Botswana 30 November 1983 – Botswana Date and place of incorporation Amphora (Proprietary) Limited 2000/5517 Accrete Investments (Proprietary) Limited 2005/5055 Abbas Enterprises (Proprietary) Limited 4862 Name and registration number of subsidiary 33 None of the subsidiaries Company are listed on any stock exchange.

121 Canhiradan Kunduvalappil Stain Stain Kunduvalappil Varghese Pananchukunnath Sankaran Kozhiparamba • Farouk Ismail • Farouk Ottapathu Ramachandran • • Joy Anthony Chiramel • K Varghese Chalappurath • Farouk Ismail • Farouk Ottapathu Ramachandran • • Gangadharan Keethi Veetil Prasad • Sajeeth • K Prabhakaran Jayashakar • Thirumangalat H Jyothish • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • Ammayathy • Gireesan • M Balakrishnan Binish • P RamakrishnanAnish Thekoot • George • Farouk Ismail • Farouk Ottapathu Ramachandran • • Kaipilly Inasu Rappai Chilly • Jagadeesh • Farouk Ismail • Farouk Ottapathu Ramachandran • Balachandran • • Unikrishnan Thalikan • Gopolan • Veettil Puthen Thomas Tomy Principal business Directors supermarket supermarket supermarket supermarket supermarket supermarket date Effective a subsidiary of becoming held, indirectly directly or Percentage share Issued capital 100 000 100 3 January 2007 Retail 100 000 100 3 January 2007 Retail 100 000 100 10 November 2011 Retail 100 000 100 3 January 2007 Retail 100 000 100 3 January 2007 Retail 100 000 100 3 January 2007 Retail ordinary 15 June 2006 – Botswana 25 September 2002 – Botswana 14 October 2011 – Botswana 6 February 2002 – Botswana 5 December 2005 – Botswana 14 January 2005 – Botswana Date and place of incorporation Bower Bird (Proprietary) Limited 2006/2866 Bestlite Investments (Proprietary) Limited 2002/2563 Bell Garden (Proprietary) Limited CO. 2011/9426 Beavers Investments (Proprietary) Limited 2002/308 Atladis (Proprietary) Limited 2002/4446 Ask Lite (Proprietary) Limited 2005/115 Name and registration number of subsidiary

122 T Velayudhan T • Eberenz Izolda Nadiema • Ramachandran Ottappathu Ramachandran • Chitalu • Valentine • Ramachandran Ottappathu Ramachandran • • Essop Farouk Ismail • Parin Patel Bharatkumar • Pradipkumar Patel Birju • Farouk Ismail • Farouk Ottapathu Ramachandran • Sasitharan • Subeesh Narayan • Ottapath Nambigath • Praveenkumar Sanooj • Vidya • Farouk Ismail • Farouk Ottapathu Ramachandran • Sasitharan • Subeesh Narayan • Ottapath Nambigath • Praveenkumar Sanooj • Vidya • Farouk Ismail • Farouk Ottapathu Ramachandran • • Chitteh Vijayan Subramanian Vinulal • Ganesan Chemmur Krishnakumaran • • Farouk Ismail • Farouk Ottapathu Ramachandran • • Santoshkumar • Kollannur Paul Joe • Ramachandran Ottappathu Ramachandran • • Essop Farouk Ismail all kinds. all kinds, and retail and retail and retail and retail and retail Principal business Directors importers, articles and buyers, and distribution supermarket supermarket commodities of sellers of goods, warehousing and date Effective a subsidiary of becoming held, indirectly directly or Percentage 4 000 90 5 December 2013 General trading 1 000 100 23 August 2012 General trading 1 000 75 20 February 2015 General trading 1 000 100 10 January 2007 Agents of share Issued capital 100 000 100 5 January 2007 Purchasing, 550 000 100 21 July 2007 Retail 100 000 100 3 January 2007 Retail ordinary 5 000 90 15 August 2008 General trading 10 000 000 100 25 January 2008 General trading 5 December 2013 – Namibia 15 August 2008 – Zambia 23 August 2012 – South Africa 20 February 2015 – Kenya Registered as an external company on 10 January 2007 12 April 2001 – Botswana 3 December 1992 – Botswana 26 June 2006 – Botswana Date and place of incorporation 25 January 2008 – South Africa Choppies Supermarkets SA Proprietary Limited Choppies Supermarket Namibia Proprietary Limited 2013/1080 Choppies Supermarkets Limited 74355 Choppies Logistics Services Proprietary Limited 2012/153316/07 Choppies Enterprises Kenya Limited 2015/179092 Choppies Distribution Centre (Proprietary) Limited South African external company registration number 2007/000348/10 Choppies Distribution Centre (Proprietary) Limited 2001/1472 Chathely Enterprises (Proprietary) Limited 992/2180 Catbird (Proprietary) Limited 2006/3156 Name and registration number of subsidiary 2008/001621/07

123 • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • Athiyath • Raju Chandra • Subin • Farouk Ismail • Farouk Ottapathu Ramachandran • Pattiyil • Sanjeev • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • Ammayath Prasanth • Athiyath • Raju • Manohar Kollannur Paul Joe • Vinu • Farouk Ismail • Farouk Ottapathu Ramachandran • Ismail • Farouk Ottapathu Ramachandran • • Ramachandran Ottappathu Ramachandran • • Essop Farouk Ismail • Ottappathu Pradipkumar Patel Birju Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • • Kodakkanath Satheeshan • Kodakkanath and retail Principal business Directors and retail supermarket supermarket supermarket supermarket supermarket supermarket supermarket supermarket supermarket date Effective a subsidiary of becoming held, indirectly directly or Percentage 100 100 25 October 2010 Retail 100 100 2 July 2013 Retail 100 75 5 March 2015 General trading 1 000 100 9 July 2008 General trading share Issued capital 100 000 100 3 January 2007 Retail 100 000 100 18 December 2008 Retail 100 000 100 7 November 2011 Retail 100 000 100 3 January 2007 Retail 100 000 100 3 January 2007 Retail 100 000 100 2 October 2013 Retail ordinary 30 January 2004 – Botswana 10 December 2009 – Botswana 21 October 1992 – Botswana 19 October 2011 – Botswana 30 April 2013 – Botswana 18 May 1998 – Botswana 100 00013 November 2002 – Botswana 100 3 January 2007 Retail 3 May 2001 – Botswana 9 July 2008 – South Africa 5 March 2015 – Tanzania 19 January 2004 – Botswana Date and place of incorporation Freshtake Holdings (Proprietary) Limited 2004/2507 Flowting Ideas (Proprietary) Limited 2009/10409 F & A Enterprises (Proprietary) Limited 92/1870 Enchanted Oaks (Proprietary) Limited 2011/9577 Dragon Gold (Proprietary) Limited CO. 2013/4329 Deluxe (Proprietary) Limited 98/1245 Dostana Investments (Proprietary) Limited 2002/3498 Daisey Garden (Proprietary) Limited 2001/1794 Choppies Warehousing Services Choppies Warehousing Proprietary Limited 2008016511/07 Choppies Supermarkets Limited Tanzania 126-399-383 Ganga Proprietary Limited 2004/2170 Name and registration number of subsidiary

124 Subramanian Francis Chandrasekharan • Farouk Ismail • Farouk Ottapathu Ramachandran • Pulikal • Prasanth • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • Kandaparamba • Venugopolan Jino • Jose Kadambanat • Vijayakumar • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • Sasibabu • Binish Chittilappilly • Prinson • Kumar Ajith Veluthedath • Sunil Gopinath Vaduthala • Farouk Ismail • Farouk Ottapathu Ramachandran • • VR Krishna Kumar • Farouk Ismail • Farouk Ottapathu Ramachandran • Putiyuttil • Madhu Keezhayi • Aswathy Principal business Directors supermarket supermarket supermarket supermarket supermarket supermarket supermarket supermarket date Effective a subsidiary of becoming held, indirectly directly or Percentage 100 100 3 April 2013 Retail share Issued capital 100 000 100 18 December 2008 Retail 100 000 100 10 November 2011 Retail 100 000 100 18 December 2008 Retail 100 000 100 3 April 2013 Retail 100 000 100 18 December 2008 Retail 100 000 100 3 January 2007 Retail 100 000 100 3 January 2007 Retail ordinary 18 December 2005 – Botswana 1 November 2011 – Botswana 25 March 2013 – Botswana 14 January 2005 – Botswana 15 March 2013 – Botswana 19 January 2004 – Botswana 22 November 2002 – Botswana 28 March 2006 – Botswana Date and place of incorporation Himalayas (Proprietary) Limited 2005/6967 Highland Haven (Proprietary) Limited 2011/9974 Heaven Hill (Proprietary) Limited 2013/3459 Gritnit (Proprietary) Limited 2005/151 Golden Irish (Proprietary) Limited 2013/3058 Godavari (Proprietary) Limited 2004/2166 Gobrand (Proprietary) Limited 2002/3830 Genuine Passions (Proprietary) Limited 2006/1406 Name and registration number of subsidiary

125 Gopalakrishnan Muhammed Kuttankulangara Bhaskaran • Farouk Ismail • Farouk Ottapathu Ramachandran • Kochattil • Yedhuraj Ammayath Prasanth • • Ram Ottapathu • Ram Ismail • Farouk • Kodamukkil Raveendran • Ottapth • Farouk Ismail • Farouk Ottapathu Ramachandran • • Sadu Mulackal Nazer Sunilvadthala • Gopinathan • Farouk Ismail • Farouk Ottapthu Ramachandran • Devassy • Varghese Kaippilly • Jagadeesh Maninyangattil • Baburaj Kumar • Sunil • Farouk Ismail • Farouk Ottapathu Ramachandran • Ammayath • Muraleedharan • Farouk Ismail • Farouk Ottapathu Ramachandran • • U Panochu Kumoth • Palolikkal Shintoy Joseph • Veettil Rajasekharan Puthen Thomas Tomy • Jayan • Thathamparambath V Sidharthan Satish • Madhu Chemmur Krishnakumaran • Principal business Directors supermarket supermarket supermarket supermarket supermarket supermarket date Effective a subsidiary of becoming held, indirectly directly or Percentage 100 100 3 January 2007 Retail share Issued capital 100 000 100 22 March 2012 Retail 100 000 100 3 January 2007 Retail 100 000 100 3 January 2007 Retail 100 000 100 3 January 2007 Retail 100 000 100 3 January 2007 Retail ordinary 11 March 2011 – Botswana 12 April 2001 – Botswana 9 June 1995 – Botswana 3 December 2002 – Botswana 31 December 2002 – Botswana 24 January 2005 – Botswana Date and place of incorporation Leaf Motifs (Proprietary) Limited 2011/2107 Kanye Friendly Grocer (Proprietary) Limited 2001/1478 Kaar Distributing and Marketing Services (Proprietary) Limited 95/831 JobFine Holdings (Proprietary) Limited 2002/4218 Jarapino Ventures (Proprietary) Jarapino Ventures Llimited 2002/4165 Hoovernit (Proprietary) Limited 2005/233 Name and registration number of subsidiary

126 Mahmoud El Saeidy El Mahmoud Mahmoud El Saiedy El Mahmoud Kurumbamkandath • Farouk Ismail • Farouk Ottapathu Ramachandran • • Panengaden Thomas Pullarote Joseph • Sanooj Abdelrahman • Mohamed • Inasu Chully Rappai • Farouk Ismail • Farouk Ottapathu Ramachandran • • Panengadan Thomas Pullarote Joseph • Sanooj Abdelrahman • Mohamed • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • • Edappayil Palolikkal Shintoy Joseph • Auyosh • Sanbara Menon Narayan • Farouk Ismail • Farouk Ottapathu Ramachandran • Ammayath • Harish Sivaraman • Sabu • Kollery Subeesh Kolazhy Surendran • Sooraj supply purchase vegetable and retail Principal business Directors warehouse supermarket supermarket supermarket supermarket distribution and date Effective a subsidiary of becoming held, indirectly directly or Percentage 1 000 100 15 November 2013 General trading 3 000 100 2 April 2014 Retail share Issued capital 100 000 100 3 January 2007 Fruit and 100 000 100 22 July 2012 Retail 100 000 100 3 January 2007 Retail 100 000 100 17 February 2005 Retail ordinary 15 November 2013 – South Africa 11 June 2003 – Botswana 23 September 2009 – Botswana 10 August 2005 – Botswana 5 July 2000 – Botswana 28 March 2002 – Botswana Date and place of incorporation la Holdings (Proprietary) Motopi Holdings SA (Proprietary) Limited 2013/213622/07 Motopi Holdings (Proprietary) Limited 2003/3114 Million Touch (Proprietary) Million Touch Limited 2000/7925 Mafi Limited 2005/4249 Macha Investments (Proprietary) Limited 2000/3039 Lisboa Trading (Proprietary) Lisboa Trading Limited 2002/981 Name and registration number of subsidiary

127 Arumabattuparambil Arumabattuparambil Ramakrishnan Balakrishnan Balasubramanian • Farouk Ismail • Farouk Ottapathu Ramachandran • • Binish S Babu • Ottapath S Babu Biju • Raveendran • Farouk Ismail • Farouk Ottapathu Ramachandran • • Sankaran P Unnikrishnan • Rajeesh Vijayakumar • Kadumbat • Farouk Ismail • Farouk Ottapathu Ramachandran • Parambil • Muraleedharan Veerolath • Sooraj Kshemendran • Ashwin • Ottapathu Mogae Gontebanye Festus Ramachandran • • Essop Farouk Ismail • Matthews Ana Dorcas Kgosietsile • Robert Mphoko • Siqokoqela Mphoko • Phelekezela • Farouk Ismail • Farouk Ottapathu Ramachandran • Menchery • Binish Kollery • Sooraj Anil • George Veerawath • Sooraj • Syansankar Principal business Directors supermarket supermarket supermarket supermarket supermarket date Effective a subsidiary of becoming held, indirectly directly or Percentage 100 100 15 February 2007 Retail 100 100 2 September 2010 Retail 205 48,78 5 October 2012 Retail share Issued capital 100 000 100 26 November 2009 Retail 100 000 100 18 December 2008 Retail ordinary 20 September 2009 – Botswana 22 August 2010 – Botswana 14 October 2006 – Botswana 5 October 2012 – Zimbabwe 12 October 2007 – Botswana Date and place of incorporation Ollur Investments (Proprietary) Limited 2000/4399 New Page (Proprietary) Limited 2010/7573 Ndongolela Investments (Proprietary) Limited 2006/4795 Nanavac Investments (Private) Limited 7867/2012 Naivasha (Proprietary) Limited 2007/5648 Name and registration number of subsidiary

128 Kozhiparamb • Farouk Ismail • Farouk Ottapathu Ramachandran • • ABPattiyil Chebotham Moideensha • Sanjeev • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • Sasitharan • Subeesh Prasanth Ammayath • • Farouk Ismail • Farouk Ottapathu Ramachandran • Vijayakumar • Kadumbat • Farouk Ismail • Farouk Ottapathu Ramachandran • Thathamparambath • Madhu Santhoshkumar Velayudhan • Thilakan • Gopolan Gangadharab • Sajith • Farouk Ismail • Farouk Ottapathu Ramachandran • • Anthony Chiramel Joy • Pattiyil G Kalliparambil Viswanath • Sanjeeth • Farouk Ismail • Farouk Ottapathu Ramachandran • Ismail • Farouk Ottapathu Ramachandran • Ismail • Farouk Ottapathu Ramachandran • Phutiyuttil • Madhu Principal business Directors supermarket supermarket supermarket supermarket supermarket supermarket supermarket supermarket and distribution date Effective a subsidiary of becoming held, indirectly directly or Percentage share Issued capital 100 000 100 18 December 2008 Retail 100 000 100 24 June 2011 Meat purchase 100 000 100 16 March 2009 Retail 100 000 100 8 October 2010 Retail 100 000 100 3 January 2007 Retail 100 000 100 3 January 2007 Retail 100 000 100 3 January 2007 Retail ordinary 30 July 1999 – Botswana 13 November 2002 – Botswana 14 September 2004 – Botswana 29 September 2010 – Botswana 16 January 2004 – Botswana 25 June 20091 November 20118 September 2000 – Botswana 100 000 100 100 21 November 2011 100 5 March 2013 Retail Retail 24 August 1999 – Botswana Date and place of incorporation S & F Enterprises (Proprietary) Limited 99/2801 Sarfrosh (Proprietary) Limited 2002/3500 Roadtight (Proprietary) Limited 2004/7482 Rigil Enterprises (Proprietary) Limited 2010/8885 Right Time (Proprietary) Limited Right Time 2004/970 Path For Glory (Proprietary) Limited Pearland (Proprietary) Limited 2011/9999 Pucko Investments (Proprietary) Limited 2000/4212 Ourluck (Proprietary) Limited 1999/3180 Name and registration number of subsidiary

129 Kuttappan • Farouk Ismail • Farouk Ottapathu Ramachandran • • Nambigath Kollannur Paul Joe • Praveenkumar Vadakkutt • Satishkumar • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • Kelat • Surijit • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • • Vareed Alappatt Shaju • Farouk Ismail • Farouk Ottapathu Ramachandran • Principal business Directors supermarket supermarket supermarket supermarket supermarket supermarket supermarket supermarket supermarket supermarket supermarket date Effective a subsidiary of becoming held, indirectly directly or Percentage 100 100 20 June 2013 Retail share Issued capital 100 000 100 10 November 2011 Retail 100 000 100 3 January 2007 Retail 100 000 100 14 July 2012 Retail 100 000 100 3 January 2007 Retail 100 000 100 28 June 2011 Retail 100 000 100 11 October 2011 Retail 100 000 100 3 January 2007 Retail 100 000 100 15 June 2010 Retail 100 000 100 3 January 2007 Retail ordinary 1 424 000 100 1 July 2013 Retail 1 November 2011 – Botswana 7 December 2001 – Botswana 11 March 2011 – Botswana 6 January 1997 – Botswana 24 August 1999 – Botswana 13 February 2011 – Botswana 11 July 2011 – Botswana 16 January 2004 – Botswana 12 August 1998 – Botswana 25 June 2007 – Botswana 14 January 2005 – Botswana Date and place of incorporation Tanglewood (Proprietary) Limited Tanglewood 2011/9972 Tampatrail Investments Tampatrail (Proprietary) Limited 2004/9380 Taffeta Roses (Proprietary) Taffeta Limited 2004/9380 Supa Save (Proprietary) Limited 97/9 Sunrise Holdings (Proprietary) Limited 99/3191 Summer Queen (Proprietary) Limited 2011/1067 Spin and Shine (Proprietary) Limited 2004/1681 Smooth Sail (Proprietary) Limited 2004/1473 Smartbuy Holdings (Proprietary) Limited 1998/2138 Shoppers Paradise (Proprietary) Limited 2007/2539 To Domore (Proprietary) Limited To 2005/119 Name and registration number of subsidiary

130 Pananchukunnath Mahadaven Sivasankaran Subramanian Kurumbamkandath • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • • Chamenchery Dayan Unnikrishnan Jayan Sankaran • • Farouk Ismail • Farouk Ottapathu Ramachandran • Chirakkal • Jayesh • Farouk Ismail • Farouk Ottapathu Ramachandran • • Farouk Ismail • Farouk Ottapathu Ramachandran • Pallan • Pius Maniyangattil • Baburaj • Farouk Ismail • Farouk Ottapathu Ramachandran • Ottapath • Santoshkumar Maniyangattil • Baburaj • Farouk Ismail • Farouk Ottapathu Ramachandran • Varghese • Stain Riaz • Sajana Pulikal • Prasanth • Farouk Ismail • Farouk Ottapathu Ramachandran • Thomas • Binoj • Joseph Sivaraman Menchery James • Sabu Principal business Directors supermarket supermarket supermarket supermarket supermarket supermarket supermarket supermarket date Effective a subsidiary of becoming held, indirectly directly or Percentage 100 100 23 April 2014 Retail 100 100 18 December 2008 Retail share Issued capital 100 000 100 22 July 2012 Retail 100 000 100 15 April 2010 Retail 100 000 100 3 January 2007 Retail 100 000 100 2 April 2009 Retail 100 000 100 3 January 2007 Retail 100 000 100 3 January 2007 Retail ordinary 14 April 2014 – Botswana 27 January 2011 – Botswana 9 April 2003 – Botswana 17 April 1986 – Botswana 15 May 2003 – Botswana 13 May 2008 – Botswana 14 January 2005 – Botswana 24 August 2004 – Botswana Date and place of incorporation Wolf Lake (Proprietary) Limited Wolf 2014/4343 White Baite (Proprietary) Limited 2011/571 Well Done (Proprietary) Limited Well 2003/2382 Wayside Supermarket Wayside (Proprietary) Limited 86/247 Walrus (Proprietary) Limited Walrus 2003/2167 Velocity Enterprises (Proprietary) Velocity Limited 2008/2819 Toringby Holdings (Proprietary) Toringby Limited 2005/123 Topshape Holdings (Proprietary) Topshape Limited 2004/7141 Name and registration number of subsidiary

131 Annexure 7

EXTRACTS FROM CONSTITUTIONAL DOCUMENTS

1. DEFINITIONS AND INTERPRETATION 1.1 In this Annexure, the following words shall, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings and other words derived from the same origins as such words (that is, cognate words) shall bear corresponding meanings: 1.1.1 “Act” Botswana Companies Act 32 of 2004; 1.1.2 “BSE” the Botswana Stock Exchange; 1.1.3 “Company” Choppies Enterprises Limited (registration number 2004/1681), a public company duly registered and incorporated in accordance with the law of Botswana; 1.1.4 “Constitution” the constitutional document of the Company; and 1.1.5 “Listing Requirements” the listings requirements of the BSE, as amended from time to time. 2. CONSTITUTION OF CHOPPIES 2.1 Powers and capacity of Choppies The Company has the rights, powers, duties and obligations set out in the Act, except to the extent that, as permitted by the Act, they are negated or modified by the Constitution (clause 2.1). While the Company is listed, if there is any provision in the Constitution that is inconsistent with the Listings Requirements relevant to the Company, the Listings Requirements will prevail (clause 2.3). Compliance with the Listings Requirements will be subject to: (a) the terms of any ruling from time to time given by the BSE Committee; and (b) the requirement of the Act and any other applicable legislative or regulatory requirement (clause 2.4). The objects for which the Company is established are (clause 3): (a) to carry on the business of the investment of funds in companies which operate the sale by retail or wholesale, of fast moving consumer goods and companies which service such businesses or any activity incidental or ancillary thereto whether by way of supply of goods, services or otherwise; (b) to acquire by purchase, lease, exchange or otherwise immovable property of any description, and whether subject to any encumbrances or not, and to hold or to develop, refurbish, maintain, sell, alter, let, alienate, mortgage or otherwise deal with all or any of such property; (c) to carry on the business of managers, advisers and consultants and to carry on the head office and back office functions required for any of the subsidiary companies of the Company, or any other company, for reward, or otherwise as the directors deem fit; (d) to purchase, take on, lease, or in exchange, hire or otherwise acquire and hold for an estate or interest any lands, buildings, servitudes, rights, privileges, concessions, and any other immovable property of any kind necessary or convenient for the purposes of or in connection with the Company’s businesses or any branch or department thereof; (e) to borrow or raise or secure the payment of money for the purposes of or in connection with the business of the Company or any of its subsidiaries; (f) to mortgage and charge the undertaking and all or any of the immovable and movable property and assets, present or future, and all or any of the uncalled capital for the time being of the Company; (g) to issue at a premium or discount, and for such consideration and subject to such rights, powers, privileges and conditions as may be thought fit, securities, either permanent or redeemable or repayable, and collaterally or further to secure any securities of the Company by encumbrance over assets of the Company and/or other assurance;

132 (h) to issue and deposit any Securities (defined in the Constitution as “any security issued by the Company, including shares, votes, bonds, debt instruments or debentures”) which the Company has power to issue by way of bond or mortgage to secure any sum less than the nominal amount of such Securities, and also by way of security for the performance of any contracts or obligations of the Company or of its customers or other persons or corporations having dealings with the Company, or in whose businesses or undertakings the Company is interested, whether directly or indirectly; (i) to grant pensions, allowances, gratuities and bonuses to officers, ex-officers, employees or ex- employees of the Company or its predecessors in business or the dependents or connections of such persons, to establish and maintain or concur in establishing and maintaining trusts, funds or schemes (whether contributory or non-contributory) with a view to providing pensions, or other benefits for any such persons as aforesaid, their dependents or connections, and to support or subscribe to any charitable funds or institutions, the support of which may, in the opinion of the directors, be calculated directly or indirectly to benefit the Company or its employees, and to institute and maintain any club or other establishment or profit-sharing scheme calculated to advance the interests of the Company or its officers or employees; (j) to invest and deal with the moneys of the Company not immediately required for the purposes of its businesses in or upon such investments or securities and in such manner as may from time to time be determined; (k) to pay for any property or rights acquired by the Company, either in cash or Securities, with or without preferred or deferred or guaranteed rights in respect of dividend or repayment of capital or otherwise, or by any Securities which the Company has power to issue, or partly in one mode and partly in another, and generally on such terms as the Company may determine; (l) to accept payment for the property or rights sold or otherwise disposed of or dealt with by the Company, either in cash, by installments or otherwise, or in fully or partly paid-up shares of any company or corporation, with our without deferred or preferred or guaranteed rights in respect of dividend repayment of capital or otherwise, or in debentures or mortgage debentures or debenture stock, mortgages or other securities of any company or corporation, or party in one mode and partly in another, and generally on such terms as the Company may determine, and to hold, dispose of or otherwise deal with any shares, stock or securities so acquired; (m) to enter into any funding or partnership or joint-purse arrangement or arrangement for sharing profits, union of interests or co-operation with any company, firm or person carrying on or proposing to carry on any business which can provide support whether by way of goods, services or know-how to the Company or any of its subsidiaries, and to acquire and hold, sell, deal with or dispose of shares, stock or securities of any such company, and to guarantee the contracts or liabilities of, or the payment of the dividend, interest or capital of shares, stock or securities of and to subsidise or otherwise assist any such company; (n) to grant licenses, easements and other rights in or over, and in any other manner deal with or dispose of the undertaking and all or any of the property and assets for the time being of the Company for such consideration as the Company may think fit; and (o) to do all such other things as are incidental or conclusive to the above objects or any of them.

The Company may: (a) purchase or otherwise acquire Securities issued by it from one or more of the holders thereof; (b) redeem any redeemable shares or other Securities held by one or more holders; (c) hold any Securities so purchased or acquired or redeemed; and (d) sell any Securities so purchased or acquired or redeemed,

in accordance with the provisions, and subject to the restrictions, of the Act, the Constitution and the Listings Requirements (clause 7.1). The Company is not permitted to give financial assistance for the purpose of, or in connection with, the acquisition of any shares or other Equity Securities issued, or to be issued, by the Company unless the giving of that assistance is in accordance with the provisions of the Act and the Listings Requirements (clause 7.2). The Company may pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any Securities in the Company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any Securities in the Company at any rate not exceeding five per centum of the price at which the said Securities are issued. Such commission may be satisfied by payment in cash or by the allotment of Securities, or partly in one way and partly in the other as shall be authorised or sanctioned by the Board. The Company may also on any issue of Securities pay such brokerage as may be lawful (clause 8).

133 A contract or other enforceable obligation may be entered into by the Company as follows: (clause 31.1): (a) an obligation which, if entered into by a natural person, would, by law, be required to be by deed, may be entered into on behalf of the Company in writing signed under the name of the Company by: (i) two or more directors; or (ii) a director, or any other person authorised by the Board whose signature must be witnessed; or

(b) an obligation which, if entered into by a natural person, is by law, required to be in writing, may be entered into on behalf of the Company in writing by a person acting under the Company’s express or implied authority; and (c) an obligation which, if entered into by a natural person, is not by law, required to be in writing, may be entered into on behalf of the Company in writing or orally by a person acting under the Company’s express or implied authority.

2.2 Authorised securities and allotment and issue Securities may be issued at such value, and issued at such a discount or at such a premium upon such terms as to: (a) conversion, surrender, redemption and drawings; (b) dividends and the payment thereof; (c) rates of interest and the payment thereof; (d) attending and voting at General Meetings and appointment of directors; (e) allotment or linkage to shares or stock; and (f) as the Board may in its discretion deem fit (clause 4).

2.3 Rights attaching to securities Rights, powers, duties and obligations set out in the Act Each director has the rights, powers, duties and obligations set out in the Act, except to the extent that, as permitted by Act, they are negated or modified by the Constitution (clause 2.1).

Ordinary shares (clause 5.1) Each ordinary share in the Company at the date of adoption of the Constitution confers on the holder the following rights: (a) subject to the rights of holders of any other Securities which confer special rights as to dividends, the right to an equal share in dividends, authorised by the Board; and (b) subject to the rights of holders of any other Securities which confer special rights as to surplus assets, the right to an equal share in the distribution of surplus assets of the Company.

New shares (clause 5.2) Subject to clause 6 (Issue of new Securities), further shares in the Company (including different classes of shares) may be issued which have any one or more of the following rights attached to it:

(a) rank equally with, or in priority to, existing shares in the Company; or (b) have deferred, preferred or other special rights or restrictions, whether as to voting rights or distributions or otherwise; or (c) confer preferential rights to distributions of capital or income; or (d) confer special, limited or conditional voting rights; or (e) do not confer voting rights; or (f) are redeemable in accordance with section 72 of the Act; or (g) are convertible.

134 Unless otherwise determined by the terms of a Special Resolution (meaning a resolution approved by a majority of 75% or more of the votes of shareholders of the Company entitled to vote and voting on the resolution), holders of Securities of all Classes of Securities shall be entitled to attend general meetings of holders and to receive copies of all notices, reports and financial statements issued generally to holders of Securities carrying votes. Each director who is not also a holder of any Security issued by a Company shall have the same rights (clause 12.2).

Alteration of rights (clause 5.3) The issue by the Company of any further shares or Securities which rank equally with, or in priority to, any existing shares or Securities, whether as to voting rights or distributions, shall be permitted (subject to the issuing of new securities) and not be deemed to be action affecting the rights attached to those existing shares or other Equity Securities. Except as provided in the Act or unless the Board determines otherwise in any particular case, no holder of Securities shall be entitled to inspect any records, books, papers, correspondence or documents of the Company or require or receive any information concerning the Company’s business, trading or customers, or any trade secret or secret process of or used by the Company (clause 29).

2.4 Authority to issue securities Issue of new securities (clause 6.1) The Board may issue any Securities to any person and in any number it thinks fit provided that while the Company is listed, the issue is made in compliance with the Listing Requirements. The provisions of the Act shall also apply to any issue or proposed issue of Securities by the Company (clause 6.1).

Fully paid up securities (clause 6.2) All Securities issued by the Company shall be issued against consideration in cash or in kind and be fully paid up.

Bonus issues (clause 6.4) Subject to any applicable provisions of this Constitution, the Board may resolve to apply any amount which is available for distribution to holders of Securities either:

(a) in issuing other Securities to the Company to be issued credited as fully paid to: (i) the shareholders who would be entitled to that amount if it were distributed by way of dividend or interest, and in the same proportions; and (ii) if applicable, the holders of any other Securities of the Company who are entitled by the terms of issue of those Securities to participate in bonus issues by the Company, whether at the time the bonus issue is made to the holders of other Securities, or at some time later, in accordance with their respective entitlements,

or partly in one way and partly in the other.

2.5 Shareholders’ meetings Methods of holding meetings (clause 11.1) A meeting of shareholders may be held either: (a) by a number of shareholders, who constitute a quorum, being assembled together at the place, date and time appointed for the meeting; or (b) if determined by the Board, by a number of shareholders, who constitute a quorum, being assembled together at the date and time appointed for the meeting and at one or more venues at which, by means of audio, or audio and visual, communication all participating holders can simultaneously hear each other throughout the meeting. Business of Annual General Meetings (“AGM”) (clause 11.2) The business of the AGM shall, unless previously dealt with by the Company, include: (a) the power to sanction or declare dividends on shares and interest on variable rate debentures; (b) the consideration and approval of financial statements; (c) the receiving of any auditor’s report;

135 (d) the consideration of the annual report; (e) the appointment of any directors; (f) the appointment of an auditor; (g) the approval of auditor’s remuneration; and (h) an opportunity for shareholders to question, discuss or comment on the management of the Company in accordance with section 97(1) of the Act (clause 11.2).

Meetings of other groups (clause 11.3) A meeting of the holders of Securities in an interest group may be called by the Board at any time, and shall be called on the written request of persons holding Securities carrying together not less than one tenth (1/10th) of the voting rights entitled to be exercised on any of the questions to be considered at the meeting of the group in question. All of the provisions of this Constitution relating to meetings of shareholders apply, with all necessary modifications, to a meeting of a group of Security holders, except that: (a) a quorum is present if at least two holders of Securities or their proxies are present, save for in the event a Special Resolution of such Security holders is to be passed. Security holders who between them hold at least 51% of the issued Securities of the Company will constitute a quorum. (b) if the Board so elects, one meeting may be held of holders constituting more than one group, so long as voting at that meeting is by way of a poll, and proper arrangements are made to distinguish between the votes of members of each group; and (c) any holder of Securities in the group, present in person or by Representative, may demand a poll.

Written notice (clause 12.1) Written notice of the time, date and place of a meeting of holders of Securities must be sent to every such holder entitled to receive notice of the meeting and to every director, to the auditor of the Company, and to the BSE, not less than 21 days before the meeting. A proxy form must be sent with each notice of the meeting (clause 12.1). The notice must state the nature of the business to be transacted at the meeting in sufficient detail to enable a holder of Securities to form a reasoned judgement in relation to it and the text of any Special Resolution to be submitted to the meeting and be accompanied by sufficient explanation to enable a reasonable person to understand the effect of the resolutions proposed by the notice (clause 12.3)

Voting Meeting in one place (clause 15.1) In the case of a meeting of holders of Securities who constitute a quorum being assembled together at the place, date and time appointed for the meeting, unless a poll is demanded, voting at the meeting shall either be by voice or by a show of hands, as is determined by the chairperson.

Audio-visual meetings (clause 15.2) In the case of a meeting of holders of Securities assembled at one or more venues but by means of audio, or audio and visual communication, all participating holders can simultaneously hear each other throughout the meeting, unless a poll is demanded, voting at the meeting shall be by the holders present in person, or by representative or by proxy signifying individually their assent or dissent by voice.

Postal votes (clause 15.3) A holder of Securities may not exercise the right to vote at a meeting by casting a postal vote, whether on show of hands, voice, vote or on a poll.

Subject to the provisions of clause 15.5 (declaration of chairperson being conclusive) and subject to any rights or restrictions attached to any Security: (a) where voting is by voice or a show of hands, every holder of a Security present in person or by Representative has one vote; (b) on a poll every holder of a Security present in person or by Representative has one vote in respect of every Security held (clause 15.4).

136 A declaration by the chairperson that a resolution is carried by the requisite majority is conclusive evidence of that fact unless a poll is demanded (clause 15.5). At a meeting of holders of Securities a poll may be demanded by not less than five such holders having the right to vote at the meeting; or such holder or holders representing not less than 10% of the total voting rights of all holders having the right to vote at the meeting; or such holder or holders holding shares that confer a right to vote at the meeting and on which the aggregate amount paid up is not less than 10% of the total amount paid up on all Securities that confer that right; or the chairperson. The instrument appointing a proxy to vote at a meeting of the Company confers authority to demand or join in demanding a poll, and a demand by a person as proxy for a shareholder has the same effect as a demand by the holder of the Securities (clause 15.6). A poll may be demanded either before or after the vote is taken on a resolution. The demand for a poll may be withdrawn (clause 15.7). A poll demanded of a meeting or on a question of adjournment must be taken immediately. The chairperson may determine the time and manner in which a poll on any other question is to be taken and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll (clause 15.8). If a poll is taken, votes must be counted according to the votes attached to the shares of each shareholder present in person or by Representative and voting (clause 15.9). The chairperson of a meeting is entitled to a casting vote (clause 15.12).

Proxies A holder of a Security may exercise the right to vote either by being present in person or by proxy. A proxy for a holder of a Security is entitled to attend and be heard at a meeting as if the proxy were the holder of the Security. A proxy need not be a holder of a Security issued by the Company (clause 16.1).

Corporate representatives A body corporate which is a holder of a Securty(ies) may appoint a representative to attend a meeting on its behalf in the same manner as that in which it could appoint a proxy. A representative shall have the same rights and powers as if the representative were a proxy (clause 16.5).

Quorum Unless otherwise specified in the terms of issue of any Security a quorum for a meeting of holders of Securities is present if at least two such holders or their proxies are present, who between them hold at least 51% of the aggregate of the total of such Securities in issue (clause 14.2). Subject to the paragraph below, no business may be transacted at a meeting of holders of Securities if a quorum is not present (clause 14.1). If a quorum is not present within 30 minutes after the time appointed for the meeting: (a) in the case of a meeting called by the Board on the request of holders of Securities, the meeting is dissolved; (b) in the case of any other meeting, the meeting is adjourned to the same day in the following week at the same time and place, or to such other date, time, and place as the Board may appoint and if, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the commencement of the meeting, the holders of the Securities or their Representatives present will constitute a quorum (clause 14.3).

Minutes of meetings The Board must ensure that minutes are kept of all proceedings at meetings of holders of securities. Minutes which have been signed correct by the chairperson are prima facie evidence of the proceedings unless they are shown to be inaccurate (clause 17). Proposals A holder of securities may give written notice to the Board of a matter the holder proposes to raise for discussion or resolution at the next meeting of holders of Securities at which the holder is entitled to vote (clause 18).

137 2.6 Election of directors and alternate directors and vacancies Appointment of managing director The Board may from time to time appoint one of the directors to be the Managing Director either for a fixed term and on such other terms (including remuneration) as the Board determines (clause 22.1).

Appointment of directors Subject to the Listings Requirements and clause 20.4 (appointment by Board) a director may be appointed by Ordinary Resolution. Ordinary Resolution is defined in the Constitution as “a resolution passed by a simple majority of the votes of shareholders of the Company entitled to vote and voting on the resolution”. Subject to the Listings Requirements, the Board may at any time appoint additional directors to fill a casual vacancy or as an addition to existing directors, which appointment shall be confirmed at the next annual general meeting (clause 20.4). No resolution to appoint or elect a director shall be put to the holders of securities unless the resolution is for the appointment of one director or the resolution is a single resolution for the appointment of two or more directors, and a separate resolution that it be so voted on has first been approved without a vote being cast against it. There is nothing in this clause that prevents the election of two or more directors by ballot or poll (clause 20.5). If a person who is not already a director is appointed or elected as a director by an Ordinary Resolution, that person shall take office as a director immediately after passing of that resolution (clause 20.8(c)).

Appointment of alternate directors Each director may from time to time appoint any person who is not already a director and who is approved by a majority of the other directors to be the director’s alternate director. No director may appoint a deputy or agent otherwise than by way of appointment of an alternate director (clause 21.1). Any appointment or removal of an alternate director must be by notice in writing to the Company signed by the relevant director (clause 21.2).

2.7 Directors’ terms of office Managing Director A Managing Director may be re-appointed for a further period (clause 22.1). The Board may from time to time remove any such Managing Director in which event such person shall continue as director without the rights and duties of a Managing Director and be subject to retirement by rotation set out in this Constitution (clause 22.1). A Managing Director shall, subject to the provisions of any contract between him or her and the Company, be subject to the same provisions concerning resignation, removal and disqualification as the other directors. If a Managing Director ceases to hold the office of director from any cause he or she immediately ceases to be Managing Director (clause 22.2).

Director A director shall cease to hold office as a director if the director: (a) dies; (b) becomes bankrupt or makes an arrangement or compromise with the director’s creditors generally; (c) becomes disqualified from being a director pursuant to the section 146 of the Act; (d) resigns from office by notice in writing to the Company; (e) is removed from office pursuant to the Constitution or the Act; or (f) has for more than six months been absent without permission of the Board from meetings of the Board held during that period.

If at the date of any ordinary meeting any director shall have held office for a period of three years since his last election or appointment, he shall retire at such meeting. A retiring director shall hold office until conclusion of the meeting at which he retires (clause 20.9.2).

138 Alternate director An alternate director will cease to be an alternate director: (a) if the director who appointed the alternate director ceases to be a director or revokes the appointment;

(b) on the occurrence of any event relating to the alternate director which, if the alternate director were a director, would disqualify the alternative director from being a director; or

(c) if a majority of the other directors resolve to revoke the alternate director’s appointment (clause 21.5).

2.8 Directors’ rotation/retirement Subject to clause 20.9.4, at every AGM after Securities of the Company have been listed at least one third of the directors for the time being shall retire from office. The directors set to retire in each year shall be those who have been longest in office (clause 20.9.1). As between persons who were last elected as directors on the same day, those to retire, unless they otherwise agree amongst themselves, shall be determined by lot. Notwithstanding anything contained herein, if, at the date of any ordinary meeting any director shall have held office for a period of three years since his last election or appointment, he shall retire at such meeting, either as one of the directors to retire in pursuance of the aforegoing provisions, or additionally thereto. A retiring director shall hold office until the conclusion of the meeting at which he retires (clause 20.9.2). Retiring directors shall be eligible for re-election, but no person not being a retiring director shall be eligible for election to the office of the director at any AGM, unless the member intending to propose him has, at least five days before the meeting, left at the registered office of the Company a notice in writing, duly signed signifying the intention of such members to propose the candidate and the consent of the candidate to assume the office of the director (clause 20.9.3). Subject to clause 20.9.2 the Company may by Ordinary Resolution in an AGM increase or reduce the number of directors and alter their qualifications and may also determine what rotation such increased or reduced number is to go out of office (clause 20.9.4). Notwithstanding anything to the contrary contained in clause 20.9.1, any person employed under a contract with the Company, which contract has a condition thereof that the person shall be a director of the Board, that person shall not be subject to retirement by rotation as envisaged in clause 20.9.1, but the period for which that person shall be a director and hold office as such shall be determined by the terms and conditions of his contract with the Company, provided that less than half of the directors may be appointed to any such position on the condition that they will not be subject to retirement by rotation (clause 20.9.5). If a director retires at a meeting at which he/she is required to retire and is not re-elected, the director shall remain in office until, and his or her retirement shall take effect at, the conclusion of the meeting (clause 20.8(a)). If a director is removed from office by Ordinary Resolution, the director shall remain in office until, and his or her removal shall take effect at, the conclusion of the meeting at which the Ordinary Resolution is passed (clause 20.8 (b)).

2.9 Remuneration of directors and alternate directors and members of board committees Directors’ remuneration The Board may, exercise the power conferred by the Act to authorise remuneration and other benefits to and for directors (clause 24.1). Without limiting clause 24.1, but subject to any applicable Listings Requirements relating to transactions with related parties, the Board may authorise special remuneration to any director who is or has been engaged by the Company or a Subsidiary to carry out any work or perform any services which is not in the capacity of the director of the Company or a Subsidiary (clause 24.3). The Company may make a payment to a director or former director, or his or her dependants by way of a lump sum or pension, upon or in connection with retirement from office of that director, only if: (a) the total payment (or the base for the pension) does not exceed 10% of the total remuneration of the director in his or her normal capacity as a director of the Company; and (b) the payment is authorised by an Ordinary Resolution of shareholders of the Company (clause 24.4).

139 Each director is entitled to be paid for all reasonable travelling, accommodation and other expenses incurred by the director in connection with the director’s attendance at meetings or otherwise in connection with the Company’s business. If any director shall be required to perform extra services, he shall be entitled to receive a remuneration to be fixed by a disinterested quorum of directors (clause 24.2).

Remuneration of alternate director Each alternate director’s:

(a) remuneration (if any) must be paid by the director who appointed the alternate director; and (b) expenses incurred in attending meetings of the directors and otherwise in relation to the discharge of duties will be paid by the Company (clause 21.4).

2.10 General powers and duties of directors Directors Rights, powers, duties and obligations set out in the Act Each director has the rights, powers, duties and obligations set out in the Act, except to the extent that, as permitted by Act, they are negated or modified by the Constitution (clause 2.1).

Power to borrow (clause 25) The directors may raise or borrow for the purposes of the Group’s business, such sum or sums of money as the directors deem appropriate for the business of the Group provided that the profit of the Group (the Company and its subsidiaries combined) shall be sufficient to cover the interest payable on such borrowings (whether made by the Company or any of its subsidiaries) at least 20 times, at all times or such other ratio of cover as the Shareholders may, by Ordinary Resolution, in a general meeting determine. The directors may secure the repayment of or raise any such sum or sums as aforesaid by mortgage or charge upon the whole or any part of the property and assets of the Company, present and future, or by the issue, at such price as they may think fit, of Securities either charged upon the whole or any part of the property and assets of the Company or not so charged, or in such other way as the directors may think expedient (clause 25.1). Foreign currency borrowings may be raised by way of back to back loan agreements, or any such similar agreements. In so far as the offsetting deposit is denominated in Pula, and equals or exceeds the value of the foreign currency loan outstanding at a point in time, it shall not be regarded as a borrowing, Where the foreign currency loan exceeds the deposit, such excess will be regarded as a borrowing in terms of clause 25.1 (clause 25.2). The directors shall cause a proper register to be kept in accordance with the provisions of the Act of all mortgages and charges specifically affecting the property of the Company, and they shall cause to be entered into such register in respect of each mortgage or charge a short description of the property mortgaged or charged, the amount of charge created, the name of mortgagee or person entitled to such charge and such further particulars as the provisions of the Act requires (clause 25.3).

Alternate directors Each alternate director will be entitled to: (a) receive notices of all meetings of the Board if the director who appointed the alternate director is known to be either outside of Botswana or otherwise unavailable to attend meetings; (b) attend and vote at any such meeting at which the director who appointed the alternate director is not personally present; and (c) in the absence of the director who appointed the alternate director, perform all the functions, and exercise all the powers, of that director (clause 21.3).

2.11 Distributions The Board shall determine the dividend policy of the Company from time to time (clause 27.1). Any dividend, interest or other money payable to a holder of securities may be paid by cheque sent through the post to the registered address of the holder or in any other manner determined by the Board and directed by the person entitled to the payment. In the case of joint holders, cheques may be sent to the registered address of the person first named on the register (clause 27.2).

140 The Board may, in its discretion, differentiate between holders of Securities as to the currency in which dividends interest are to be paid. In exercising that discretion the Board may have regard to the registered address of such holder, the register on which a holder’s Securities are registered or any other matter the Board considers appropriate. In any case where a dividend or interest is to be paid in a currency other than Botswana currency, the amount payable will be converted from Botswana currency in a manner, at a time and at an exchange rate determined by the Board (clause 27.3). The Board may deduct from dividends or interest payable to any holder of the Securities in respect of such Securities any: (a) unpaid calls, instalments or other amounts, and any interest payable on such amounts, relating to the specific Securities in respect of which the Company has a lien; and (b) amounts the Company may be called upon to pay under any legislation in respect of the specific Securities; and (c) any amount due by the holder of the Securities, to the Company (clause 27.4).

Dividends, interest and other distributions or payments to holders of Securities of the Company will be payable to the persons who are registered as holders of those Securities as at a date subsequent to the date of the declaration or date of the confirmation of the dividend and/or interest or distribution or payment, whichever is the later (clause 27.5). Dividends unclaimed for three years after due date for payment, may become the property of the Company and used for the benefit of the Company. Other monies due to holders of Securities shall be held in trust by the Company, until lawfully claimed by the holder, or in the absence of the claim, until any claim by a holder in respect thereof shall by operation of law, be deemed to have prescribed (clause 27.6).

3. As set out in Annexure 6, the Company has a substantial number of subsidiaries, each incorporated in Botswana, South Africa or Zimbabwe (Nanavac), as applicable. The provisions relating to qualification of directors, remuneration of directors and provisions enabling directors to vote on remuneration for themselves or any member of the Board (to the extent applicable) are standardised for each the subsidiaries of Choppies incorporated in Botswana and South Africa and are in compliance with the laws of Botswana or South Africa, as applicable.

4. The relevant provisions in relation to the memoranda of incorporation of Choppies’ South African subsidiaries are standardised and are in the following terms: 4.1 the remuneration of the directors shall from time to time be determined by the Company in general meeting; and 4.2 if any director is called upon to perform extra services or to make any special exertions in going or residing abroad, or otherwise, profits or otherwise as may be determined, and such remuneration may be either in addition to, or in substitution for, the remuneration determined above. 5. The relevant provisions in relation to the constitutions of Choppies’ Botswana subsidiaries are largely standardised and are in the following terms: 5.1 the remuneration and other benefits of directors shall be determined by the shareholders by ordinary resolution in general meeting; and 5.2 each director is entitled to be paid for all reasonable travelling, accommodation and other expenses incurred by the director in connection with the director’s attendance at meetings or otherwise in connection with the Company’s business. If any director shall be required to perform extra services, he shall be entitled to receive a remuneration to be fixed by a disinterested quorum of directors. 6. The articles of association of Nanavac contain the following relevant provisions: 6.1 the remuneration of the directors shall from time to time be determined by the directors. Such remuneration shall be deemed to accrue from day to day (clause 17); and 6.2 the directors, on behalf of the Company, may pay a gratuity or pension or allowance on retirement to any director who has held any other salaried office or place of profit with the Company or to his widow, dependants and make any contributions to any fund and pay premiums for the purchase of provision of any such gratuity, pension or allowance (clause 20(a)). 7. Dormant companies have been established in each of Zambia, Namibia, Tanzania and Kenya, for the intended future operations in these jurisdictions. The constitutional documents of these companies are standard form documents and have not been tailored for the operations of Choppies. Copies of same, together with the constitutional documents of major subsidiaries of Choppies, will be made available for inspection in accordance with clause 65.

141 Annexure 8

DETAILS OF IMMOVABLE PROPERTY OWNED OR LEASED BY THE GROUP

Lease expiry profi le by lettable area The Company’s lease expiry profi le by lettable area based on existing lease agreements as at the Last Practicable Date is set out below.3 4 4 – 5 3 – 4 2 – 3 1 – 2 Total Lease expiry >5 years years years years years <1 year sqm Stores 35%9% 17% 14% 12% 13%183 027 Distribution centres and other ––% 39% 37% 20% 5% 66 572

Botswana leases 1. Group Company which holds the asset Abbas Enterprise (Pty) Ltd Nature of interest Lease Landlord Abbas Brothers (Pty) Ltd Situation Plot 696 Moshopa 2. Group Company which holds the asset Accrete Investment (Pty) Ltd Nature of interest Lease Landlord The FAR Property Company (Pty) Ltd 46 Situation Shop at Plot 1742 Thamaga 3. Group Company which holds the asset Amphora (Pty) Ltd Nature of interest Lease Landlord The FAR Property Company (Pty) Ltd 47 Situation Plot 880, Unit 4 Gaborone International Commerce Park, Gaborone 4. Group Company which holds the asset Asklite (Pty) Ltd Nature of interest Lease Landlord Sedudu Service Station (Pty) Ltd Situation Plot 2296 Kasane 5. Group Company which holds the asset Atlaadis (Pty) Ltd Nature of interest Lease Landlord Chobe Real Estate (Pty) Ltd Situation Anchor shop on Plot 5778 Tlokweng 6. Group Company which holds the asset Beavers Investment (Pty) Ltd Nature of interest Lease Landlord Khans Brothers Organisation (Pty) Ltd Situation The building on Plot 406 Molopolole 7. Group Company which holds the asset Bell Garden (Pty) Ltd Nature of interest Lease Landlord Miranda’s Supermarket & Fresh Produce Situation Lot 13, Bokaa ward, Shoshong

34 The percentages set out in the below table reflect the percentages of the square meterage of all Choppies’ stores or Distribution Centres, as applicable

142 8. Group Company which holds the asset Bestlite Investment (Pty) Ltd Nature of interest Lease Landlord Boseja (Pty) Ltd Situation Tribal Lot 840 Maun 9. Group Company which holds the asset Bower Bird (Pty) Ltd Nature of interest Lease Landlord Road Spot Enterprise (Pty) Ltd 35 Situation Shop No 5, situated in White City Area, Plot 30 and 31, Ghanzi Township 10. Group Company which holds the asset Catbird (Pty) Ltd Nature of interest Lease Landlord Boasa Boapele (Pty) Ltd Situation Shop No 4, tribal plot 3668, Letlhakane shop 11. Group Company which holds the asset Chathley Enterprises (Pty) Ltd Nature of interest Lease Landlord The FAR Property Company (Pty) Ltd 36 Situation Shop Number 1. Lot 2676 Selebi Phikwe 12. Group Company which holds the asset Choppies Distribution Centre Nature of interest Lease Landlord Estangia Investment (Pty) Ltd Situation Shop at plot 13052 Molepolole 13. Group Company which holds the asset Daisy Gardens (Pty) Ltd Nature of interest Lease Landlord Unity Investment (Pty) Ltd Situation The premises at Plot 304 Lobatse 14. Group Company which holds the asset Deluxe (Pty) Ltd Nature of interest Lease Landlord Drive in Cinema Situation Premises in Plot 28562 Gaborone 15. Group Company which holds the asset Dostana Investment (Pty) Ltd Nature of interest Lease Landlord Botalaote Meat Supplies (Pty) Ltd Situation Plot 741 Serowe 16. Group Company which holds the asset Dragon Gold (Pty) Ltd Nature of interest Lease Landlord Essar Construction (Pty) Ltd Situation Shop in plot 32855 White City, Tatitown 17. Group Company which holds the asset Enchanted Oaks (Pty) Ltd Nature of interest Lease Landlord Just Posh Investments (Pty) Ltd Situation Shop 3 tribal lot 13351 Mahalapye 18. Group Company which holds the asset F & A Enterprises Nature of interest Lease Landlord New Africa (Pty) Ltd Situation Unit 01, Plot 4660/4842

35 Mr Ottapathu and Mr Ismail each own 50% shares in The FAR Property Company (Pty) Ltd which the landlord company has been amalgamated 36 Mr Ottapathu and Mr Ismail each own 50% shares in The FAR Property Company (Pty) Ltd

143 19. Group Company which holds the asset Flowting Ideas (Pty) Ltd Nature of interest Lease Landlord Kimberly Fashions (Pty) Ltd Situation Unit 1, Plot 739 Serowe 20. Group Company which holds the asset Fresh Take Holdings (Pty) Ltd Nature of interest Lease Landlord Omega Holdings (Pty) Ltd Situation Plot 5 Mmaraka House, Gaborone 21. Group Company which holds the asset Ganga (Pty) Ltd Nature of interest Lease Landlord Olympus Properties (Pty) Ltd Situation An area of 1400 square metres at Ngilichi House, Francistown 22. Group Company which holds the asset Genuine Passions (Pty) Ltd Nature of interest Lease Landlord Zappos (Pty) Ltd 37 Situation Shop 1, Plot 17488, Namantle, Gaborone 23. Group Company which holds the asset Gobrand (Pty) Ltd Nature of interest Lease Landlord Advent Enterprises (Pty) Ltd Situation Shop 1, Plot 5477 Jwaneng 24. Group Company which holds the asset Godavari (Pty) Ltd Nature of interest Lease Landlord Prime Time Property Holdings Limited Situation Commercial premises on plot 46 50 Lobatse 25. Group Company which holds the asset Golden Irish (Pty) Ltd Nature of interest Lease Landlord Chelford (Pty) Ltd Situation Shop No 1 lot 1299 Ghanzi 26. Group Company which holds the asset Grit Nit (Pty) Ltd Nature of interest Lease Landlord Botswana Democratic Party Situation Plot 746 Kanye 27. Group Company which holds the asset Heaven Hill (Pty) Ltd Nature of interest Lease Landlord Lemon Properties (Pty) Ltd Situation Plot 14465 GWest, Gaborone 28. Group Company which holds the asset Highland Haven (Pty) Ltd Nature of interest Lease Landlord Turnstar Holdings Limited Situation Shop No 7 Gamecity Gaborone 29. Group Company which holds the asset Himalaya (Pty) Ltd Nature of interest Lease Landlord Tswana Foods (Pty) Ltd Situation Unit 3 Lot 8914 Gaborone

37 Mr Ottapathu and Mr Ismail each own 50% shares in The FAR Property Company (Pty) Ltd which the landlord company has been amalgamated

144 30. Group Company which holds the asset Hoovernit (Pty) Ltd Nature of interest Lease Landlord Motorworld Botswana (Pty) Ltd Situation Plot 842/845, Francistown 31. Group Company which holds the asset Jarapino Ventures (Pty) Ltd Nature of interest Lease Landlord First Best (Pty) Ltd Situation Shop at Plot 16848 Gaborone 32. Group Company which holds the asset Jobfi ne Holdings (Pty) Ltd Nature of interest Lease Landlord GG Estates (Pty) Ltd Situation Plot 3263 Ramotswa 33. Group Company which holds the asset KAAR Distributors and Marketing Services (Pty) Ltd Nature of interest Lease Landlord MM Enterprises (Pty) Ltd Situation Unit No 4, Lot 7743, Mogoditshane 34. Group Company which holds the asset Leaf Motifs (Pty) Ltd Nature of interest Lease Landlord Estate Property Investment (Pty) Ltd Situation Unit A on Lot 34114, Gaborone 35. Group Company which holds the asset Liasboa Trading (Pty) Ltd Nature of interest Lease Landlord Universal Builders (Pty) Ltd Situation Unit 18, Westgate, Plot 54690, Western By Pass Gaborone 36. Group Company which holds the asset Macha Investment (Pty) Ltd Nature of interest Lease Landlord Mashambe Investment (Pty) Ltd Situation Plot 2537 Selebi Phikwe 37. Group Company which holds the asset Mafi la Holdings (Pty) Ltd Nature of interest Lease Landlord Zainab Rashi Chand Situation Plot 2856, Dichi didu ward, Mochudi 38. Group Company which holds the asset Million Touch (Pty) Ltd Nature of interest Lease Landlord Mogobe Incorporated (Pty) Ltd Situation Lot 198 and 199, shop number 10, Gabane 39. Group Company which holds the asset Motopi Holdings Nature of interest Lease Landlord The FAR Property Company (Pty) Ltd 38 Situation Ware House 7 and 8, Plot 880, Gaborone International Commerce Park 40. Group Company which holds the asset Naivasha (Pty) Ltd Nature of interest Lease Landlord Motor Centre Botswana (Pty) Ltd Situation Plot 6042, Mahalapye

38 Mr Ottapathu and Mr Ismail each own 50% shares in The FAR Property Company (Pty) Ltd

145 41. Group Company which holds the asset Ndongolela Investments (Pty) Ltd Nature of interest Sub-lease Landlord Choppies Distribution Centre (Pty) Ltd Situation Shop at Bolamba Ward Bobonong 42. Group Company which holds the asset Choppies Distribution Centre (Pty) Ltd Nature of interest Lease Landlord Cash Bazaar Holdings (Pty) Ltd Situation Madiba Centre, Bobonong 43. Group Company which holds the asset New Page (Pty) Ltd Nature of interest Lease Landlord First Watch Holdings (Pty) Ltd t/a First Supplies Botswana Situation Tribal Lot 13 Masunga 44. Group Company which holds the asset Ollur Investment (Pty) Ltd Nature of interest Lease Landlord The FAR Property Company (Pty) Ltd 39 Situation Shop No 1, Plot 1760, Pitsane 45. Group Company which holds the asset Ourluck Investments (Pty) Limited Nature of interest Lease Landlord Mavis Boitumelo Letshabo Sekgoma Situation Shop at Tribal Lot 1 Molapowabojang 46. Group Company which holds the asset Path for Glory (Pty) Limited Nature of interest Lease Landlord Patmas Plaza (Pty) Ltd Situation Plot 110/111 Shop No 1 at Mogoditshane 47. Group Company which holds the asset Pearland (Pty) Ltd Nature of interest Lease Landlord Global Enterprise t/a Mountain View Shopping Centre Situation Plot No 53915 – 10 000 square metres of the property, Block 5, Gaborone 48. Group Company which holds the asset Pucko Investments (Pty) Ltd Nature of interest Lease Landlord Solid Frames (Pty) Ltd Situation S 49. Group Company which holds the asset M/S Pucko Investments (Pty) Ltd Nature of interest Lease Landlord Mochudi Wholesalers (Pty) Ltd Situation Unit 1, plot 2530 Mochudi 50. Group Company which holds the asset Right time Holdings (Pty) Ltd Nature of interest Lease (lease expired) Landlord Makwapa Investments (Pty) Ltd Situation Plot 79, Shop 3 Palapye 51. Group Company which holds the asset Rigil Enterprises (Pty) Ltd Nature of interest Lease Landlord Loja Builders (Pty) Ltd Situation Lot 5057 Francistown

39 Mr Ottapathu and Mr Ismail each own 50% shares in The FAR Property Company (Pty) Ltd

146 52. Group Company which holds the asset Roadtight (Pty) Ltd Nature of interest Lease Landlord Abe’s Furniture and Jobbing Services (Pty) Ltd Situation Lot 8778, Unit 5, Shop Number 1, 2 and 4, Broadhust Gaborone 53. Group Company which holds the asset S & F Enterprises (Pty) Ltd Nature of interest Lease Landlord Sesarona Investment (Pty) Ltd Situation Shop at Plot 17868, Gaborone West 54. Group Company which holds the asset Shoppers Paradise (Pty) Ltd Nature of interest Lease Landlord Yak Rural (Pty) Ltd Situation Portion of lot 14385, Gaborone 55. Group Company which holds the asset Smartbuy Holdings (Pty) Ltd Nature of interest Lease Landlord Choppies Situation Shop No 1 Lot 61750 North Gate Mall, Gaborone 56. Group Company which holds the asset Smoothsail Holdings (Pty) Ltd Nature of interest Lease Landlord Handsome Returns (Pty) Ltd 40 Situation Unit Number 1B Tribal lot 5481 – 5485 Mogoditshane 57. Group Company which holds the asset Spin and Shine (Pty) Ltd Nature of interest Lease Landlord Progress Bakery (Pty) Ltd Situation Plot 159 Mol opolole 58. Group Company which holds the asset Summer Queen (Pty) Ltd Nature of interest Lease Landlord ITTM Properties (Pty) Ltd Situation Plot Number 4761 Shop Number G1 59. Group Company which holds the asset Sunrise Holdings Nature of interest Lease Landlord The FAR Company (Pty) Ltd 41 Situation Plot No 1109 Lobatse 60. Group Company which holds the asset Tafetta Roses (Pty) Ltd Nature of interest Lease Landlord Cash Bazaar Holdings (Pty) Ltd Situation Shop Number 3, Maboledi Ward, Tonota 61. Group Company which holds the asset Tampatrail Investments (Pty) Ltd Nature of interest Lease Landlord Interprop (Pty) Ltd Situation Plot No 13102, Maruapula Shopping Complex, Gaborone 62. Group Company which holds the asset Tanglewood (Pty) Ltd Nature of interest Lease Landlord Primetime Property Holdings Situation Shop 7, Plot 3273, Rmotswana Shopping Centre, Ramotswa

40 Mr Ottapathu and Mr Ismail each own 50% shares in The FAR Property Company (Pty) Ltd which the landlord company has been amalgamated 41 Mr Ottapathu and Mr Ismail each own 50% shares in The FAR Property Company (Pty) Ltd which the landlord company has been amalgamated

147 63. Group Company which holds the asset To do more Holdings(Pty) Ltd Nature of interest Lease Landlord Interprop (Pty) Ltd Situation Plot 9821, Middlestar, Gaborone 64. Group Company which holds the asset Topshape Holdings (Pty) Ltd Nature of interest Lease Landlord Samaja Enterprises (Pty) Ltd Situation Shop Number 13, Plot 63724, Phakalane 65. Group Company which holds the asset Torinby Holdings (Pty) Ltd Nature of interest Lease Landlord New Africa Properties Limited Situation Plot 3370, Unit 8, Tlokweng Shopping Centre. Tlokweng 66. Group Company which holds the asset Velocity Enterprises (Pty) Ltd Nature of interest Lease Landlord Botswana Insurance Fund Management Limited, Situation Engen Botswana Limited and Motor Vehicle Accident Fund Unit A, part of Lot 1196 Maun (Plot 231168) 67. Group Company which holds the asset Walrus (Pty) Ltd Nature of interest Lease Landlord Dansons Investment (Pty) Ltd 42 Situation Shop Number 2, Plot 1275, Gaborone 68. Group Company which holds the asset Wayside Supermarket (Pty) Ltd Nature of interest Lease Landlord Mr Farouk Ismail 43 Situation Shop at Plot 434 Thema 1 Lobatse 69. Group Company which holds the asset Weldone (Pty) Ltd Nature of interest Lease Landlord The FAR Property Company (Pty) Ltd 44 Situation Warehouse No 6 situated at Plot 880 Unit 6, Gaborone International Commerce Park, Gaborone 70. Group Company which holds the asset White Baite (Pty) Ltd Nature of interest Lease Landlord Tomorrowday (Pty) Ltd Situation Plot 17 Tutume 71. Group Company which holds the asset Wolfl ake (Pty) Ltd Nature of interest Lease Landlord The FAR Property Company (Pty) Ltd 45 Situation Shop Number 47, Plot 1301 Kazungula 72. Group Company which holds the asset SupaSave Supermarket (Pty) Ltd Nature of interest Lease Landlord Botswana Defence Force Directorate of Welfare and Recreation Situation Premises at SSKB measuring 461 square metres

42 Mr Ottapathu and Mr Ismail each own 50% shares in The FAR Property Company (Pty) Ltd which the landlord company has been amalgamated 43 Mr Ismail is a major shareholder in Ch oppies and is the landlord in this lease 44. Mr Ottapathu and Mr Ismail each own 50% shares in The FAR Property Company (Pty) Ltd 45 Mr Ottapathu and Mr Ismail each own 50% shares in The FAR Property Company (Pty) Ltd which the landlord company has been amalgamated

148 73. Group Company which holds the asset SupaSave Supermarket (Pty) Ltd Nature of interest Lease Landlord Botswana Insurance Fund Management Limited Situation Unit 1 Plot 5621 Gaborone 74. Group Company which holds the asset SupaSave Supermarket (Pty) Ltd Nature of interest Lease Landlord Michaelangelo (Pty) Ltd Situation Lot 8911/13964 Gaborone 75. Group Company which holds the asset SupaSave Supermarket (Pty) Ltd Nature of interest Lease Landlord Turnstar Holdings Situation Lot 6670 Mogoditshane 76. Group Company which holds the asset SupaSave Supermarket (Pty) Ltd Nature of interest Lease Landlord Moruti Cash Store (Pty) Ltd Situation Plot 2301 Molepolole 77. Group Company which holds the asset SupaSave Supermarket (Pty) Ltd Nature of interest Lease Landlord Jacinth Holdings Situation Plot 7385 Palapye 78. Group Company which holds the asset SupaSave Supermarket (Pty) Ltd Nature of interest Lease Landlord Mr Sunil Jog Situation Plot 1999, Serorome Ward, Palapye multi-residential South African leases 79. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease 46 Landlord Q Tique 79 Proprietary Limited Situation Erf 676 Rodeon, 1 Jan Van Riebeeck Street, Swartruggens 80. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Div Prop 9 (Proprietary) Limited Situation Pick n Pay centre, Thabazimbi 81. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease 47 Landlord Q Tique 79 Proprietary Limited Situation Shop 1, corner Ruby Road and Caley Street, Northam 82. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited 48 Nature of interest Lease Landlord Q Tique 79 Proprietary Limited Situation Shop 1, Erf 934, Koster 83. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Q Tique 79 Proprietary Limited Situation Shop 4 and 5, 16914, Tlou street, Boitekong

46 Mr Ottapathu is the sole shareholder of the lessor being the Q Tique 79 Proprietary Limited 47 Mr Ottapathu is the sole shareholder of the lessor being the Q Tique 79 Proprietary Limited 48 Mr Ottapathu is the sole shareholder of the lessor being Q Tique 79 Proprietary Limited

149 84. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Eersteklas Boerdery Proprietary Limited Situation Vaalwater Oasis Shopping Centre, Erf 3570, Voortrekker Street 85. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Patba Properties CC Situation Shop 2, Delareyville 86. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Core Facts 1001 CC Situation Anchor 1 plus Shop 14, Erf 5363, Onyx Street, Carletonville 87. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Initiative SA Investments 4 CC Situation Erf 23467, Jouberton Extension, Klerksdorp 88. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Confi scene (Eindoms) Beperk Situation Shop 11, Gert Lubbe Laan, Hartswater 89. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord P Basson CC Situation Erf 1224, 22 Church Street, Zeerust 90. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Orion Properties 131 Proprietary Limited Situation No 1.1 and 6.7 No 2, 72 Kerk Street, Rustenburg (also known as stand No. 1895) 91. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease 49 Landlord Q Tique 79 Proprietary Limited Situation Erf 6038, Choppies Centre Nelson Mandela Drive, Mafi keng 92. Group Company which holds the asset Choppies Warehousing Services Proprietary Limited Nature of interest Lease 50 Landlord Q Tique 79 Proprietary Limited Situation Erf 2288, 13 Cobalt Street, Zinniaville, Rustenburg 93. Group Company which holds the asset Choppies Warehousing Services Proprietary Limited Nature of interest Lease 51 Landlord Q Tique 79 Proprietary Limited Situation 6 Ferro Street, Zinniaville, Rustenburg 94. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Eldora Investments 5 CC Situation Erf 856 of Farm Rooikoppies Marikana, a portion of Farm Por 52297

49 Mr Ottapathu is the sole shareholder of t he lessor being the Q Tique 79 Proprietary Limited 50 Mr Ottapathu is the sole shareholder of t he lessor being the Q Tique 79 Proprietary Limited 51 Mr Ottapathu is the sole shareholder of t he lessor being the Q Tique 79 Proprietary Limited

150 95. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord I G A Dada Properties CC Situation A.G. Dada Centre, Lichtenberg 96. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Defacto Investments 158 Proprietary Limited Situation Shop No 1, Portion 523 Townlands, 39 Archbishop Desmond Tutu Street, Klerksdorp 97. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Doornhoek Developments Proprietary Limited Situation Marula Mile Shopping Centre, 35 JL Botha Avenue, Lephalale 98. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Pars Aan Vaal Woonstelle Proprietary Limited Situation Erf 40-2638-43-44, Kruis Street, Parys 99. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Solly Noor Properties Proprietary Limited Situation Erf 4282, corner of Songozwi and Munnik Street, Louis Trichardt 100. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease and expansion agreement Landlord Anver Family Property Holding Trust Situation Portion 1 of Erf 309 and Erf 23288, 99 - 103 Dhal Street, Polokwane 101. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease and expansion agreement Landlord Roussouw Ruthven Properties Proprietary Limited Situation Erf 41, MCH Centre, 41 Rustenburg Road, Magaliesburg 102. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease52 Landlord Q Tique 79 Proprietary Limited Situation Erf 2973, Nylstroom, Modimolle 103. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease and expansion agreement Landlord Macveitas Investments Proprietary Limited Situation Erf 7932 Mphatha Street, Khutsong East, Carletonville 104. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease and expansion agreement Landlord Ostiprop 1113 Proprietary Limited Situation Erf 4457 – 4459, Douglas Rens Road, Hammanskraal

52 Mr Ottapathu is the sole shareholder of the lessor being Q Tique 79 Proprietary Limited

151 105. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Castion CC Situation Erf 69, JQ 103 Boshoek Shop 1 106. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Lurco Trading 189 Proprietary Limited Situation Erf 3472 Brits Extension 72, Magalies Shopping Centre c/o Hendrik Verwoerd and De Boer Street, Brits 107. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Patricio Property Investments INV CC Situation Erf 971, 16 Voortrekker Road, Groblersdal 108. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Chillip Investments Proprietary Limited Situation Erf 296 Wall Street Shopping Mall, Wall Street, Extension 7, Waterval, Rustenburg Shop 1 109. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Power Road Taxi Developers Proprietary Limited Situation Erf 7855, c/n Power and Jan Hofmeyr Road, Welkom 110. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Jose & Sons CC Situation C/o Watermeyer and Hans Strydom, Klipview Centre, Witbank, Mpumalanga, Shops 1,2 & 7 111. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Cession and assignment of lease and expansion agreement Landlord Fortress Income 2 Proprietary Limited Situation Erf 282, Burgersfort, Limpopo, Shop 24 and 25, Morone Shopping Centre at Kastania Street 112. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Sertrens BK Situation Erf 2860, Shop 1, Choppies Shopping Centre c/n Enerson & Flecker Street, Orkney

152 113. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease 53 Landlord Q Tique 79 Proprietary Limited Situation Erf 1341 & 2858 Odendaalsrus Shop 1 114. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Ostiprop 1035 Proprietary Limited Situation Erf 5502 Vryburg Mall c/n Vry- and Kock Street, Vryburg 115. Group Company which holds the asset Choppies Supermarkets South Africa Proprietary Limited Nature of interest Lease Landlord Flowerdew 124 CC Situation Overland Express, Erf 3184, Potchefstroom, North West Province Zimbabwean leases 116. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Glenville Trading Company (Private) Limited Situation Stand No 12273A Bulawayo Township situate in the district of Bulawayo, corner of Phoenix and Falcon Streets, Belmont, 117. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Old Mutual Property Zimbabwe (Private) Limited Situation Shop 29, Highglen Shopping Centre, Harare 118. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Scclynt Investments (Private) Limited Situation and area of the property Stand 24588 Pumula South, Bulawayo 119. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord The National Railways of Zimbabwe Contributory Pension Situation Fund Shop 22 of the Bulawayo Centre, Cnr 9th Avenue and Fort Street, Bulawayo 120. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Manilan Naran Investments (Private) Limited Situation Stand number 87A Bulawayo Township Choppies City situated at 62 and 64 JMN Nkomo Street, Bulawayo 121. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Zimnat Life Assurance Company Zimbabwe Limited Situation 99 Harare Street, Harare, Zimbabwe 122. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Promaven Properties (Private) Limited Situation Stand 2407 Salisbury (also known as 28 Nelson Mandela Avenue, Harare)

53 Mr Ottapathu is the sole shareholder of t he lessor being the Q Tique 79 Proprietary Limited

153 123. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Sally Assah Maplanka Situation Stand 70481 New Lobengula PO Magwegwe, Bulawayo 124. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord SAI Enterprises (Private) Limited Situation Choppies Nkulumane, 5600 Nkulumane, Bulawayo 125. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Malunga and Son PVT Limited Situation and area of the property Stand 9227 Pumula East Shopping Centre, Bulawayo 126. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Old Mutual Property Zimbabwe (Private) Limited Situation Shop number 24, 25 and 50 Nkulumane Shopping Mall, Bulawayo Township, Bulawayo 127. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord North Provincial Co-Operation Union Limited Situation Block B (2/6 square metres) and block C (261 square metres) 330113 Entumbane Market Center, Bulawayo 128. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord M Solomon & Co (Private) Limited Situation Subdivision A of Stand number 302 Bulawayo Township and Subdivision A of Stand Number 303 Bulawayo Township situated at 56B Fife Street, Bulawayo 129. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Astra Building Centre Situation Stand number 949 on 104 Herbert Chitepo Street, Bulawayo 130. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Peperom Investments (Private) Limited Situation Choppies Son Mart Stand number 13672 Nkulumane, Bulawayo 131. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord SAI Enterprises (Private) Limited Situation Choppies Entumbane, 33917 Entumbane, Bulawayo 132. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Lamulani Consumer Co-Operative Society Limited Situation Stand 73436 Mountain View, Lobengula West, Bulawayo 133. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Dzamu Dembwe Situation 80/82 Fort Street Road, Bulawayo; the leased premises consist of the whole ground fl oor

154 134.Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord SAI Enterprises (Private) Limited Situation 107 Gladstone Road, Bellevue, Zimbabwe 135. Group Company which holds the asset Nanavac Investments (Private) Limited Nature of interest Lease Landlord Old Mutual Investments Corporation (Private) Limited Situation Highglen Shopping Centre, stand 457 Willowvale Township Harare

155 Annexure 9 Details of how loans arose including whether they arose from the purchase of assets by Choppies or any of its Subsidiaries loan facility Term agreement Finance Lease Agreement for purchase of motor vehicles Finance for debts repayable within 12 months resources resources Conversion/ Redemption rights N/A Cash Terms and Terms conditions of payment/ renewal N/A N/A Cash 36 months from date of commencement in favour binds itself as surety, binds itself as surety, 6 December 2012. Deed of Hypothecation (HA 21/2013) passed by Choppies Distribution Centre (Pty) Ltd over the Choppies Distribution Centre (Pty) Ltd receivables and stock in favour of BIFM – dated 22 February 2012. Guarantee by Choppies of BIFM in terms which Choppies guarantor and co-principal jointly and severally debtor, in solidum with Choppies Distribution Centre of any and all amounts (principal, interest or penalty) in respect of the Loan – dated Finance lease liabilities are secured over motor vehicles. 31/12/2022 36 months from date of commencement Interest rate Maturity Security NACS Overdraft Lending Rate from time to less 1% 000,000 9.10% , P65 THIRD PARTY, INTRA-GROUP, DIRECTOR AND EMPLOYEE LOANS BORROWINGS INTRA-GROUP, THIRD PARTY, Loan owing by Amount Choppies Distribution Centre (Pty) Ltd Choppies P186,897 Prime Third party loans and borrowings as at the Last Practicable Date Loan owing to BIFM Capital Investment Fund One (Pty) Limited (“BIFM”) Bank of Baroda Limited

156 ). Funds were disbursed for use by its wholly owned Choppies subsidiary, Distribution Centre (Proprietary) Limited. BIFM subscribed to two (2) Promissory Notes, A & B issued by Winforever Investments (Proprietary) Limited (the holding company of the Choppies Group of Companies which legally changed its registered name to Choppies Details of how loans arose including whether they arose from the purchase of assets by Choppies or any of its Subsidiaries Overdraft facility Overdraft facility resources Finance for debts repayable within 12 months resources resources N/A Cash N/A Cash Conversion/ Redemption rights N/A Cash Promissory Note Issue Terms and Terms conditions of payment/ renewal Overdraft facility Overdraft facility in the and each issued by – dated February 2012. Deed of Hypothecation (HA 21/2013) passed by Choppies Distribution Centre (Pty) Ltd over the Choppies Distribution Centre (Pty) Ltd receivables and stock in favour of BIFM 22 Guarantee by Choppies in favour of BIFM in terms which Choppies binds itself as surety, guarantor and co-principal jointly and severally debtor, in solidum with Choppies Distribution Centre of any and all amounts (principal, interest or penalty) in respect of the Loan – dated 6 December 2012. Guarantee by Choppies of the subsidiaries in respect the indebtedness of Choppies Distribution Centre (Pty) Ltd in favour of Barclays Bank Botswana Limited. Deed of Hypothecation (HA 242/2012) in favour of Barclays Bank of Botswana over the movable assets of Choppies sum of P27 million. Corporate guarantee Choppies Overdraft facility Overdraft facility interest rate less 2.5% Prime interest rate less 2.5% Interest rate Maturity Security ,000,000 Prime ,000,000 NACQ,000,000 12% 31/12/2015 P23 P40 Choppies Distribution Centre (Pty) Ltd Choppies Distribution Centre (Pty) Ltd Choppies P15 Loan owing by Amount Barclays Bank of Botswana Limited Standard Chartered Bank Botswana Limited BIFM Capital Investment Fund One (Pty) Limited (“BIFM”) Loan owing to

157 ). Funds were BIFM subscribed to two (2) Promissory Notes, A & B issued by Winforever Investments (Proprietary) Limited (the holding company of the Choppies Group of Companies which legally changed its registered name to Choppies disbursed for use by its wholly owned Choppies subsidiary, Distribution Centre (Proprietary) Limited. Finance lease in respect of 105 trucks and trailors. Details of how loans arose including whether they arose from the purchase of assets by Choppies or any of its Subsidiaries resources resources Finance for debts repayable within 12 months N/A Cash N/A Cash Conversion/ Redemption rights Promissory Note Issue Finance Lease Agreement Terms and Terms conditions of payment/ renewal – dated February 2012. Deed of Hypothecation (HA 21/2013) passed by Choppies Distribution Centre (Pty) Ltd over the Choppies Distribution Centre (Pty) Ltd receivables and stock in favour of BIFM 22 Guarantee by Choppies in favour of BIFM in terms which Choppies binds itself as surety, guarantor and co-principal jointly and severally debtor, in solidum with Choppies Distribution Centre of any and all amounts (principal, interest or penalty) in respect of the Loan – dated 6 December 2012. Deed of Limited Suretyship provided by Choppies as surety for and co-principal debtor jointly and severally in solidum with Done (Pty) Ltd for Well performance on demand of Scania Finance Southern Africa of all obligations (principal, interest or penalty) which Well Done may owe to Scania Finance Southern Africa. The surety is limited to P75,000,000 Deed of Limited Suretyship provided by Choppies as surety for and co-principal debtor jointly and severally in solidum with Choppies Distribution Centre for performance on demand of Scania Finance Southern Africa of all obligations (principal, interest or penalty) which Choppies Distribution Centre may owe to Scania Finance Southern Africa. 48 monthly instalments Overdraft Lending Rate from time to Interest rate Maturity Security ,000,000 12% NACQ 31/12/2017 P48,963,713 Prime Choppies Distribution Centre and Done Well (Pty) Ltd Loan owing by Amount Choppies P20 Scania Finance Southern Africa (Pty) Limited Loan owing to BIFM Capital Investment Fund One (Pty) Limited

158 Term Loan Agreement Term for capital expenditure relating to expansion of Zimbabwean stores Loan Agreement Term relating to acquisition of 10 retail stores Finance lease agreement for the purchase of a plane Obtained for the purpose of expansion of retail stores in South Africa. Finance lease agreement for purchase of motor vehicle Details of how loans arose including whether they arose from the purchase of assets by Choppies or any of its Subsidiaries Finance lease agreement for purchase of motor vehicle resources resources resources resources resources Finance for debts repayable within 12 months resources N/A Cash N/A Cash N/A Cash N/A Cash Conversion/ Redemption rights N/A Cash Term Loan Term Agreement Agreement LoanTerm N/AFinance Lease Cash Agreement Finance Lease Agreement Terms and Terms conditions of payment/ renewal Finance Lease Agreement in (as the Guarantor) Loan Term in favour of Barclays and various Bostwana Choppies Cross Company guarantees for unlimited amounts given by 65 subsidiaries of Choppies respect of the liabilities Choppies Bank of Botswana Limited. Choppies subsidiaries (as the Guarantors) Insurance against all insurable risks and all loss damage will for an amount that Wesbank advise on from time to time. Finance lease liabilities are additionally secured over plane. These lease liabilities are secured over motor vehicles with a net book value of P49 654 574 (2013: P52 169 950; 2012: P65 487 215) and plant equipment with a net book value of P11 752 759 (2013: P2 603 116; 2012: P6 259 691) Insurance against all insurable risks and all loss damage for will an amount that Wesbank advise on from time to time. Finance lease liabilities are additionally secured over vehicles. rst rst rst rst draw rst rst draw rst 5 years after fi down (20/12/2013) 5 years after date of the drawdown 7/2014 34 monthly instalments 5 years after fi down (15/5/2014) payment 30/1/2014 58 monthly instalments after fi payment 28/4/2012 34 monthly instalments after fi after fi payment 14/4/2014

months points above 3 USD LIBOR Lending Rate from time to Overdraft Lending Rate less 3% points above 3 months USD LIBOR Lending Rate less 2% Overdraft Lending Rate less 3% Interest rate Maturity Security ,000,000 350 basis ,000,000 350 ,000,000 Prime ,000,000 350 basis P919,950 Prime P439,545 Prime P86,014,439 Prime USD5 USD15 Nanavac Investments Private Limited (as the Borrower) Choppies P131 Nanavac Investments Private Limited (as the Borrower) Loan owing by Amount tswana tswana Barclays Bank of Bo (as the Lender) Barclays Bank of Botswana Limited a Wesbank, division of First National Bank of Botswana Limited Wesbank, a Wesbank, division of First National Bank of Botswana Limited Barclays Bank of Bo a Wesbank, division of First National Bank of Botswana Limited Loan owing to

159 Intra-group loans as at the Last Practicable Date Loan owing to Loan owing by Amount Interest rate Maturity Choppies Distribution Choppies Supermarkets Centre (Proprietary) SA (Proprietary) Limited Limited R50 000 000 Nil 23 September 2015

Shareholders’ loans as at the Last Practicable Date There are no Shareholders’ loans as at the Last Practicable Date.

Loans to Directors and management of the Group There are no loans which have been made to Directors or managers (or their associates) of the Group.

160 Annexure 10

MATERIAL CONTRACTS, ACQUISITIONS AND DISPOSALS

Material contracts Date of signature Contract Parties to contract Nature of contract of contract Placement • Choppies Contract governing, amongst other matters, 11 May 2015 agreement • The Selling the marketing of the Offer Shares and the Shareholders procurement of investors to purchase the Offer Shares by Rand Merchant Bank • Rand Merchant (a division of FirstRand Bank Limited Bank, a division of FirstRand Bank Limited Memorandum of • Choppies Contract entered into in order to, amongst 20 April 2015 understanding • The Selling other matters, facilitate the availability of Shareholders the requisite number of Ordinary Shares for the purposes of, and pursuant to, the Listing, in terms of the Offer for Sale at the Offer Price. Term Loan • Barclays Bank of P131 million Facility for expansion of retail 15 May 2014 Agreement Bostwana (as stores in South Africa Lender) • Choppies Term Loan • Nanavac USD5 million Facility for the purpose of 15 May 2014 Agreement Investments Private capital expenditure relating to the Limited (as expansion of retail stores in Zimbabwe Borrower) • Barclays Bank of Bostwana (as Lender) Term Loan • Nanavac USD15 million Facility relating to 24 December 2013 Agreement Investments Private acquisition of 10 retail stores Limited (as Borrower) • Barclays Bank of Botswana (as Lender) Purchase • Choppies Choppies Distribution Centre Proprietary 9 April 2013 agreement Distribution Centre Limited acquired an Embrear PHENOM Proprietary Limited 300 aircraft (the “Aircraft”) from • Embraer S.A Embraer S.A. Aircraft lease • Choppies The Aircraft is leased by Choppies June 2013 agreement Distribution Centre Distribution Centre to ExecuJet Aviation Proprietary Limited Proprietary Limited in terms of a dry lease • ExecuJet Aviation terms agreement. The rental payable is Proprietary Limited calculated in accordance with a formula based on the mileage which the Aircraft fl ies.

161 Material Acquisitions and Disposals

1. ACQUISITION FROM SAI ENTERPRISES Nanavac Investments Private Limited (a wholly owned subsidiary of Choppies) acquired certain assets, stock and goodwill from, as well as the share capital in, Sai Enterprises (Private) Limited and Chrissfontein Marketing (Private) Limited in terms of an agreement of sale entered into between Sai Enterprises (Private) Limited and Chrissfontein Marketing (Private) Limited (the “Sellers”) and Nanavac Investments (as the buyer) on 15 November 2013 (the “Sale of Business Agreement”). The salient terms of the acquisition, as provided in the Sale of Business Agreement, are as follows:

1.1 Effective date of the acquisition The effective date of the acquisition was 15 October 2013 (the “Effective Date”).

1.2 Purchase price and discharge thereof The purchase price paid by Nanavac Investments to the Sellers was an aggregate amount of P223 081 48567, which amount comprised P126 864 67568 in respect of goodwill, P26 551 72269 in respect of plant and equipment and P69 635 08870 in respect of inventory. The purchase price was to be paid in four equal instalments.

1.3 Financing of the acquisition The acquisition was financed by Nanavac Investments using facilities provided from Barclays Bank of Botswana Limited, as set out in Annexure 9.

1.4 Further salient terms of the acquisition The Sellers warranted that all machinery and equipment, transferred in terms of the Sale of Business Agreement, would be handed over to Nanavac Investments in a usable condition and repairs to the machinery and equipment would be performed in order to ensure same. Any such machinery or equipment damaged and to be replaced would be adjusted for in the Purchase Price. The Sellers undertook to obtain the necessary consents from management staff to continue with Nanavac Investments (Private) Limited t/a Choppies Zimbabwe on the same terms and conditions that pre-existed at the Effective Date. The Sellers undertook not to conduct a similar business within a proximity of 15 kilometers from the business being sold in accordance with the Sale of Business Agreement for a period of five years form the Effective Date. Certain liabilities, including operating lease liabilities, were excluded from the sale of the businesses and were not delegated or assumed by Nanavac Investments. All of the sale assets have been successfully transferred into the name of Nanavac Investments.

67 As per 2014 annual fi nancial statements of Choppies. Amount set out in agreement was in United States Dollars: $15 165 676. 68 As per 2014 annual fi nancial statements of Choppies. Amount set out in agreement was in United States Dollars: $7 690 676. 69 As per 2014 annual fi nancial statements of Choppies. Amount set out in agreement was in United States Dollars: $2 475 000. 70 As per 2014 annual fi nancial statements of Choppies. Amount set out in agreement was in United States Dollars: $5 000 000.

162 Annexure 11

OTHER DIRECTORSHIPS

Full name: His Excellency Festus Gontebanye Mogae, Former President of the Republic of Botswana Nationality: Botswana Identity number: 800010401 Address: Plot 55061 – 55068, Phakalane Golf Estate Postal address: Business address: Plot 169, Gaborone International Commerce Park, Botswana South African resident: Non-resident Name of company Designation Shrenuj & Company Limited Non-executive independent director (active)

Full name: Farouk Essop Ismail Nationality: Botswana Identity number: 605911103 Address: Plot 4709, Sebina Close, Gaborone, Botswana Postal address: Private Bag 00278, Gaborone, Botswana Business address: Plot 169, Gaborone International Commerce Park, Botswana South African resident: Non-resident Name of company Designation Admiral Touch (Pty) Ltd Director (active) Angrapa (Pty) Ltd Director (active) Ascending Returns Pty Limited Director (active) Backwater Holdings (Pty) Ltd Director (active) Balsam (Pty) Ltd Director (active) Brass Lock (Pty) Ltd Director (active) Browallia (Pty) Ltd Director (active) Callao (Pty) Ltd Director (active) Cascade Avenue (Pty) Ltd Director (active) Choppies International (Pty) Ltd Director (active) Curlew (Pty) Ltd Director (active) Electrometic Enterprises (Pty) Ltd Director (active) Eternal Fame (Pty) Limited Director (active) Fantique Trade Pty Ltd Director (active) Far Properties (Pty) Ltd Director (active) Feasible Investments (Pty) Ltd Director (active) Gironde (Pty) Ltd Director (active) Good Track (Pty) Ltd Director (active) Highcare Investments (Pty) Ltd Director (active) Honey Guide (Pty) Ltd Director (active) ILO Industries (Pty) Ltd Director (active) Keriotic Investments (Pty) Ltd Director (active) Lumpsum Investments (Pty) Ltd Director (active) Maganafi t (Pty) Ltd Director (active) Match Up Investments (Pty) Ltd Director (active)

163 Name of company Designation Meddiland Health Care Distributors (Pty) Ltd Director (active) Medupe Bridge Fin (Pty) Ltd Director (active) Mike Junior Express (Pty) Ltd Director (active) Modasa lnvestments(Pty) Ltd Director (active) Mont Catering and Refrigeration (Pty) Ltd Director (active) Montrose Investments (Pty) Ltd Director (active) Morava (Pty)Ltd Director (active) Navy Blue (Pty) Ltd Director (active) Plot 206023 (Pty) Ltd Director (active) Princeton (Pty) Ltd Director (active) Project Link (Pty) Ltd Director (active) Q tique 79 (Pty) Ltd Director (active) Real Plastics Moulds(Pty) ltd Director (active) Shamwari Holdings (Pty) Limited Director (active) Shaysons lnvestments (Pty) Ltd Director (active) Solace Poultry (Pty) Ltd Director (active) Somerset Housing Estate (Pty) Ltd Director (active) Texo (Pty) Ltd Director (active) Venta (Pty) Ltd Director (active) Vet Agric Supplies (Pty) Ltd Director (active) Weal (Pty) Ltd Director (active)

Full name: Ramachandran Ottapathu Nationality: Botswana Identity number: 580112015 Address: Plot 523, Ako, Mokolodi, Gaborone, Botswana Postal address: Private Bag 00278, Gaborone, Botswana Business address: Plot 169, Gaborone International Commerce Park, Botswana South African resident: Non-resident Name of company Designation Accordian Ventures Pty Ltd Director (active) Alpha Direct Insurance Company Pty Ltd Director (active) Angrapa (Pty) Ltd Director (active) Backwater Holdings (Pty) Ltd Director (active) Balanced Fortune Pty Ltd Director (active) Balsam (Pty) Ltd Director (active) Bargen Pty Ltd T/A Vintage Travel and Tours Director (active) Binary Agencies (Pty) Ltd Director (active) Brass Lock (Pty) Ltd Director (active) Bull Shot Pty Ltd Director (active) Burgandy Holdings (Pty) Ltd Director (active) Callao (Pty) Ltd Director (active) Canon Investments Pty Ltd Director (active) Cascade Avenue (Pty) Ltd Director (active) Choose Pty Ltd Director (active) Choppies International (Pty) Ltd Director (active)

164 Name of company Designation Convultion Pty Ltd Director (active) Cotton Vale Pty ltd Director (active) Curlew (Pty) Ltd Director (active) Diswamming Investments Pty Ltd Director (active) E dot com Pty Ltd Director (active) Electrometic Enterprises (Pty) Ltd Director (active) Eminent Holdings Pty Ltd Director (active) Fantique Trade Pty Ltd Director (active) Far Properties (Pty) Ltd Director (active) Feasible Investments (Pty) Ltd Director (active) Gironde (Pty) Ltd Director (active) Good Track (Pty) Ltd Director (active) Green Tinge Pty Ltd Director (active) Highcare Investments (Pty) Ltd Director (active) Honey Guide (Pty) Ltd Director (active) ILO Industries (Pty) Ltd Director (active) Jane Pink Pty Ltd Director (active) JB Sports Holdings (Pty) Ltd Director (active) JB Trading (Pty) Ltd Director (active) Keriotic Investments (Pty) Ltd Director (active) L & A Investments Pty Ltd Director (active) Landcaster Pty Ltd Director (active) Lintex Associates Pty Ltd Director (active) Lumpsum Investments (Pty) Ltd Director (active) Maganafi t (Pty) Ltd Director (active) Match Up Investments (Pty) Ltd Director (active) Meddiland Health Care Distributors (Pty) Ltd Director (active) Medupe Bridge Fin (Pty) Ltd Director (active) Mega Growth (Pty) Ltd Director (active) Mid-Off Holdings (Pty) Ltd Director (active) Mike Junior Express (Pty) Ltd Director (active) Modasa lnvestments (Pty) Ltd Director (active) Molex Investments Pty Ltd Director (active) Mont Catering and Refrigeration (Pty) Ltd Director (active) Montrose Investments (Pty) Ltd Director (active) Morava (Pty)Ltd Director (active) Nadal Enterprises (Pty) Ltd Director (active) Navy Blue (Pty) Ltd Director (active) Ovais Investments (Pty) Ltd Director (active) Peardale Pty Ltd Director (active) Peral Grey Pty Ltd Director (active) Pledge Investments Pty Ltd Director (active) Plot 20602 (Pty) Ltd Director (active) Precious Possessions (Pty) Ltd Director (active) Presprime Investments (Pty) Ltd Director (active) Princeton (Pty) Ltd Director (active) Project Link (Pty) Ltd Director (active)

165 Name of company Designation Q tique 79 (Pty) Ltd Director (active) Quantum Insurance Holding Pty Ltd Director (active) Raywood Pty Ltd Director (active) Real Plastics Moulds(Pty) ltd Director (active) Reddys Properties Pty Ltd Director (active) Royal Stag Pty Ltd Director (active) Service Centre Botswana Pty Ltd Director (active) Shaysons lnvestments (Pty) Ltd Director (active) SJB Investments (Pty) Ltd Director (active) Solace Poultry (Pty) Ltd Director (active) Somerset Housing Estate (Pty) Ltd Director (active) Spark Capital Pty Ltd Director (active) Stagazers Holdings Pty Ltd Director (active) Texo (Pty) Ltd Director (active) Time Star Investments (Pty) Ltd Director (active) Tswana Industries (Pty) Ltd Director (active) Venta (Pty) Ltd Director (active) Vet Agric Supplies (Pty) Ltd Director (active) Weal (Pty) Ltd Director (active) Well Off Holdings Pty Ltd Director (active) Zcx Investments (Pty) Ltd Director (active)

Full name: Manikandan Madakkavil Nationality: Botswana Identity number: Z207209 Address: Plot 16437, Phase 1, Gaborone West Postal address: Private Bag 00278, Gaborone Business address: Plot 169, Gaborone International Commerce Park, Botswana South African resident: Non-resident Name of company Designation N/A N/A

Full name: Dorcas Ana Kgosietsile Nationality: Botswana Identity number: 409 220909 Address: Plot 1046, Sefoke Tlokweng, Gaborone Postal address: PO Box 2063, Gaborone Business address: No. 64, The Offi ce, Gaborone South African resident: Non-resident Name of company Designation Botho University Non-executive director (active) First National Bank Botswana Limited Non-executive director (active) FSG Subsidiaries Non-executive director (active)

166 Full name: Robert Neil Matthews Nationality: British Identity number: 504716508 Address: Plot 29, 10 Ko Mokolodi, Gaborone, Botswana Postal address: PO Box 26256, Gaborone, Botswana Business address: Plot 29, 10 Ko Mokolodi, Gaborone, Botswana South African resident: Non-resident Name of company Designation Bank of Botswana Limited Independent non-executive director (active) Bolux Group (Proprietary) Limited Independent non-executive director (active) Colmore Investments (Proprietary) Limited Executive director (active) Comp-U-World (Proprietary) Limited Executive director (active) Debois Investments (Proprietary) Limited Executive director (active) Dunedin Holdings (Proprietary) Limited Executive director (active) Engen Botswana Limited Independent non-executive director (active) Lambourne Investments (Pty) Ltd Executive director (active) Model Bakery (Proprietary) Limited Independent non-executive director (active) TIK Holdings (Proprietary) Limited Executive director (active) Werland Enterprises (Proprietary) Limited Executive director (active)

Full name: Sydney Alan Muller Nationality: South African Identity number: 4810175112083 Address: 2 Swift Lane, Steenberg Golf Estate, Tokai Road, Tokai, 7945 Postal address: 2 Swift Lane, Steenberg Golf Estate, Tokai Road, Tokai, 7945 Business address:Cosyro, 3rd Floor, Gate House, Black River Park, Fir Road, Observatory South African resident: Yes Name of company Designation Accessorize (South Africa) Executive Director (active) Air Liquide Africa Chairman – Sub Saharan African Review Board (active) Holdsport Limited Non-executive director (active) Inglot (South Africa) Executive Director (active) La Senza (South Africa) Executive Director (active) MMI Holdings Limited Non-executive director (active)

Full name: Peter Walther Baird Nationality: USA Identity number: USA Passport Number 506048023 Address: 217 Bosman Ave, Llandudno, 7806 Cape Town Postal address: PO Box 782080, Sandton, 2146, Gauteng, SA Business address: 3rd Floor, 4 Sandown Valley Crescent, Sandton, 2196 South African resident: Non-resident (work visa) Name of company Designation Afrifresh (Pty) Limited Non-executive director (active) ETC Group Non-executive director (active)

167 Annexure 12

ISSUES OF SHARES

Choppies has not issued any Shares in the three years preceding the Last Practicable Date. Refer to Annexure 1 (Changes in Equity) in this regard. As at the Last Practicable Date the following Preference Shares had been issued by Subsidiaries: 71 Preference Company name Company No Preference shareholders Shareholding 1 Abbas Enterprises 4862 Sabu Sivaraman Kurumbakandath 5 000 (Proprietary) Limited Jiju T. Ramakrishnan 5 000 2 Accrete Investements 2005/5055 Varghese C. Kuriakose 5 000 (Proprietary) Limited Nawshad A. L. Mohammed 5 000 Harish Premkumar 5 000 Sabu Sivaraman Kurumbakandath 5 000 Venugopolan Kandaparamba 5 000 Balaraman Muthalangat 5 000 3 Amphora 2000/5517 Madava Nair Panicker Sreedaran 5 000 (Proprietary) Limited Puthenpanakkal Devassy Varghese 5 000 Yuye Lonappan Kizhakinedan 5 000 Sheenaj Mohanan Valikadda 5 000 Anooj Mohan 5 000 Sunil Kumar Marathakkara Karuvan Ayyappan 5 000 4 Ask Lite 2005/115 Stain Varghese 5 000 (Proprietary) Limited Unnikrishnan P. Sankaran 5 000 Gopolan Thalikan Kozhiparamban 5 000 Tomy Thomas Puthen Veettil 5 000 5 000 5 Atladis (Proprietary) 2002/4446 Chilly Rappai Inasu 5 000 Limited Jinoy Jose Chirayath 5 000 Kaipilly Jagadeesh 5 000 Vareed Alappatt Shaju 5 000 6 Beavers Investments 2002/308 Gireesan Ammayath 5 000 (Proprietary) Limited Binish M Balakrishnan 5 000 Thekoot P. Ramakrishnan 5 000 George Anish 5 000 7 Bestlite (Proprietary) 2002/2563 Sajeeth Gangadharan 5 000 Limited Baburaj Maniyangattil 5 000 Keeti Veetil Prasad 5 000 Jyotish Thirumanagath Canhiradan 5 000 8 Bowerbird 2006/2866 Chiramel Anthony Joy 5 000 (Proprietary) Limited Chalapurrath K. Varghese 5 000 9 Catbird (Proprietary) 2006/3156 Santoshkumar T. Velayudhan 5 000 Limited Joe Paul Kollannur 5 000 Subin Chandran 5 000 10 Chathely Enterprises 1992/2180Ganesh Subramanian 27 500 (Proprietary) Limited Krishnakumaran Chemmer 27 500

71 The Preference Shares issued by a Subsidiary entitle the holders thereof, usually the managers of the store operated by or the business operated by the Subsidiary to a percentage of profit, which is part of the incentive and retention plan adopted in the Group. In Botswana, the Group opted for a vertical model with each store, as an income and cost centre, housed in a separate company in which the manager or managers hold preference shares, which shares in aggregate entitle the manager or managers to a participation of 5% in the profit of the store which he/they manage, provided that certain targets, set in agreed budgets by Choppies, as to profitability, sales, shrinkage, cost, net profit and health and safety and environmental standards are met. This scheme has borne results in retaining and incentivising managers, who conduct the business of the store they manage with pride. When a manager leaves the employ of the Group, that the preference shares issued to him are surrendered to the Subsidiary concerned for reissue to an incoming replacement manager.

168 Preference Company name Company No Preference shareholders Shareholding 11 Choppies Distribution 2001/1472 Subeesh Sasitharan 5 000 Centre (Proprietary) Ottapath Narayan 5 000 Limited Praveenkumar Nambigath 5 000 Vidya Sanooj 5 000 12 Dostana Investments 2002/3498 Prasanth Ammayath 5 000 (Proprietary) Limited Raju Athiyath 5 000 Joe Paul Kollannur 5 000 Vinu Manohar 5 000 13 F & A Enterprises 92/1870 Sanjeev Pattiyil 5 000 (Proprietary) Limited Francis Prinson Chittilappily 5 000 14 Flowting Ideas 2009/10409 Raju Athiyarath 5 000 (Proprietary) Limited Subin Chandra 5 000 15 Freshtake Holdings 2004/2507 Satheeshan Kodakkanath 5 000 (Proprietary) Limited 16 Genuine Passions 2006/1406 Madhu Phutiyuttil 5 000 (Proprietary) Limited 17 Godavari 2004/2166 Binish Sasibabu 5 000 (Proprietary) Limited Prinson Chittilappilly Francis 5 000 Veluthedath Ajith Kumar 5 000 Vaduthala Gopinath Sunil 5 000 18 Gobrand 2002/3830 Kumar V. R. Krishna 5 000 (Proprietary) Limited 19 Gritnit (Proprietary) 2005/151 Venugopolan Kandaparamba 5 000 Limited Jose Jino 5 000 Vijayakumar Kadambanat 5 000 Raveendran Ottappath 5 000 20 Highland Haven 2011/9974 Jose Shaiju Kooran 5 000 (Proprietary) Limited 2 1 Himalayas 2005/6967 Prasanth Pulickal Subramanian 5 000 (Proprietary) Limited 2 2 Hoovernit 2005/233 Kunna th U. Pan anchu 5 000 (Proprietary) Limited Joseph Shintoy Palolikkal 5 000 Tomy Thomas Puthen Veetil 5 000 Jayan Rajasekharan 5 000 Satish V. Sidharthan 5 000 Madhu Thathaparambath 5 000 Krishnakumaran Chemmur 5 000 23 Jarapino Ventures 2002/4165 Muraleedharan Ammayath 5 000 (Proprietary) Limited 2 4 Jobfi ne Holdings 2002/4218 Varghese P. Devassy 5 000 (Proprietary) Limited Jagadeesh Kaipilly 5 000 Baburaj Maninyangattil 5 000 Sunil Kumar Kuttankulangra Bhaskaran 5 000 2 5 Kaar Distributors 95/831 Nazer Mulackal Sadu Muhammed 5 000 and Marketing Sunil Vadthala Gopinath 5 000 Services (Proprietary) Limited 2 6 Kanye Friendly 2001/1478 Kodamukkil Gopalakrishnan 5 000 Grocer (Proprietary) Raveendran Ottapath 5 000 Limited 2 7 Leaf Motifs 2011/2107 Yedhuraj Kochattil 5 000 (Proprietary) Limited Prasanth Ammayath 5 000 Madhu Puthiyuttil 5 000

169 Preference Company name Company No Preference shareholders Shareholding 2 8 Lisboa Trading 2002/981 Sabu Sivaraman Kurumbakandath 5 000 (Proprietary) Limited Surendran Subeesh Koluzhy 5 000 Sooraj Kollery 5 000 Harish Ammayath 5 000 Surendran Ainikkattil Sumesh 5 000 Rajasekharan Jayan 5 000 29 Macha Investments 2000/3039 Joseph Shintoy Palolikkal 5 000 (Proprietary) Limited Auyosh Edpppayil 5 000 Narayanan San kara Menon 5 000 30 Million Touch 2009/7925 Edappayil Augosh 5 000 (Proprietary) Limited 31 Motopi Holdings 2003/3114 Joseph Thomas Panengadan 5 000 (Proprietary) Limited Sanooj Pullarote 5 000 Mohamed Abdelrahman Mahmoud El Saeidy 5 000 Chily Inasu Rappai 5 000 32 Naivasha 2007/5648 Binish Menchery 5 000 (Proprietary) Limited Sooraj Kollery 5 000 George Anil 5 000 Sooraj Veerawath 5 000 Syansankar Balasubramanian 5 000 33 Ndongolela 2006/4759 Muraleedharan Parambil 5 000 Investments Sooraj Veerolath 5 000 (Proprietary) Limited Ashwin Kshemendran 5 000 Stain Verghese 5 000 34 New Page 2010/7573 Unnikrishnan P. Sankaran 5 000 (Proprietary) Limited Rajeesh Arumabattuparambil 5 000 Kad ambanat Vijayakumar 5 000 35 Ollur Investments 2000/4399 Binish S. Babu 5 000 (Proprietary) Limited Biju S. Babu 5 000 Raveendran Ottapath 5 000 36 Pearland 2011/9999 Madhu Phutiyuttil 5 000 (Proprietary) Limited 37 Pucko Investments 2000/4212 Joy Chiramel Anthony 5 000 (Proprietary) Limited Viswanath G. Kalliparabil 5 000 Sanjeeth Pattiyil 5 000 38 Right Time 2004/970 Velayudhan Santoshkumar 5 000 (Proprietary) Limited Gopolan Thalikan Kozhiparamban 5 000 Madhu Thathaparambath 5 000 Saith Gaugadaran 5 000 39 Rigil Enterprises 2010/8885 Kadumbat Vijayakumar 5 000 (Proprietary) Limited 40 Road Tight 2004/7482 Sasithara Subeesh 5 000 (Proprietary) Limited Prasanth Ammayath 5 000 41 S & F Enterprises 99/2801 Moideensha A. B. Chebotham 5 000 (Proprietary) Limited Sanjeev Pattiyil 5 000 42 Smooth Sail 2004/1473 Surijit Kelat 5 000 (Proprietary) Limited 43 Tampatrail 2004/9380 Joe Paul Kollannur 5 000 Investments Praveenkumar Nambigath 5 000 (Proprietary) Limited Satishkumar Vadakkutt Kuttappan 5 000 44 To Domore 2005/119 Shaju Alappatt Vareed 5 000 (Proprietary) Limited 45 Topshape Holdings 2004/7141 Binoj Thomas 5 000 (Proprietary) Limited James Menchery Joseph 5 000 Sabu Sivaraman Kurumbakandah 5 000

170 Preference Company name Company No Preference shareholders Shareholding 46 Torinby Holdings 2005/123 Stain Varghese 5 000 (Proprietary) Limited Sajana Riaz 5 000 Prasanth Pulikal Subramanian 5 000 4 7 Velocity Enterprises 2008/2819 Santoshkumar Ottapath Sivasankaran 5 000 (Proprietary) Limited Baburaj Maniyangattil 5 000 4 8 Walrus (Proprietary) 2003/2167 Pius Pallan 5 000 Limited Baburaj Maniyangattil 5 000 Anthony Chiramel Joy 5 000 4 9 Well Done 2003/2382 Jayesh Chirakkal Mahadaven 5 000 (Proprietary) Limited 50 White Baite 2011/571 Jayan Dayan Chamenchery 5 000 (Proprietary) Limited Sankaran Unnikrishnan Pananchukun 5 000

171 Annexure 13

SELLING SHAREHOLDERS

Maximum number of Sale Shares to be Name of Selling Shareholder sold in the Offer Ramachandran Ottapathu 75 000 000 Farouk Ismail 75 000 000 His Excellency Festus Gontebanye Mogae, Former President of the Republic of Botswana 10 000 000 Total 160 000 000

172 PRINTED BY INCE (PTY) LTD REF. JOB007483