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 P 4.04 (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.