1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to the action you should take in relation to this document, please consult your

stockbroker, banker, legal adviser or other professional adviser immediately. This document is issued in

compliance with the Listings Requirements of the Botswana Stock Exchange to the shareholders of

Choppies Enterprises Limited (“Choppies” or the “Company”), for the purpose of explaining (a) an

intended specific issue of shares for cash comprising a private placement by way of an offer for

subscription to selected and qualifying institutional investors and (b) the intended admission of the

Company’s securities by way of a secondary inward listing on the main board of the securities exchange

operated by the JSE Limited.

ACTION REQUIRED:

1 If you have disposed of all of your Choppies Ordinary Shares, this circular should be sent to the

agent, stockbroker or other adviser through whom you have disposed of such Choppies Ordinary

Shares, for onward delivery to the purchaser of those Choppies Ordinary Shares.

2 Attached to this Circular is the Notice (the “Notice”) convening the Extraordinary General Meeting

of Choppies shareholders (“EGM”), to be held at 14h30 on Thursday, 23 April 2015 at Lansmore,

Masa Square, Plot 54353, CBD, Gaborone and the relevant form of proxy. Shareholders who are

unable to attend the EGM should complete the attached form of proxy and return it to the Company

Secretary, Corporate Services (Proprietary) Limited, Unit 5, Kgale Mews, Kgale Hill, Gaborone so

as to be received by no later than 14h30 on Tuesday, 21 April 2015. Submission of a form of proxy

will not preclude shareholders from attending and voting in person at the EGM, should they so

desire.

_____________________________________________________________________________________

CHOPPIES ENTERPRISES LIMITED

(Incorporated under the Companies Act in the Republic of Botswana)

Registration number 2004/1681

BSE Ordinary Share Code: CHOPPIES

(“Choppies” or the “Company”)

2

CIRCULAR TO SHAREHOLDERS

In respect of an intended specific issue of Ordinary Shares of the Company for cash,

comprising a private placement by way of an offer for subscription to Selected and Qualifying

Institutional Investors.

Incorporating:

an explanation and motivation;

a Notice of the Extraordinary General Meeting of the Company scheduled for 14h30 on

Thursday, 23 April 2015 at Lansmore, Masa Square, Plot 54353, CBD, Gaborone; and

a Form of Proxy.

3

CORPORATE INFORMATION AND ADVISERS

Board of Directors: Company Secretary and Registered Office: Executive Directors:

Farouk Essop Ismail Corporate Services (Pty) Limited

Ramachandran Ottapathu Registration Number 85/822

Manikandan Madakkavil Unit 5, Kgale Mews, Kgale Hill

Gaborone

Non-Executive Directors:

His Excellency Festus Gontebanye Mogae (Chairman), Transfer Secretary: Former President of the Republic of Botswana Dorcas Ana Kgosietsile Grant Thornton Business Services (Pty) Limited Robert Neil Matthews Registration Number 1923 Sydney Alan Muller Plot 50370, Acumen Park Peter Baird Fairgrounds Office Park P O Box 1157, Gaborone Botswana Legal Adviser: Sponsoring Broker: Collins Newman & Co. Motswedi Securities (Pty) Limited Dinatla Court, Plot 4863 Plot 113, Unit 30, Kgale Mews P O Box 882, Gaborone Private Bag 000223, Gaborone Botswana Botswana

4

DEFINITIONS AND INTERPRETATION

In this Circular 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 incorporating natural persons shall include corporations and associations of

persons, whether incorporated or unincorporated and vice versa; a reference to a clause is to a clause of

this Circular, and any reference to one gender shall include the others:

“Botswana” the Republic of Botswana;

“BSE” the Botswana Stock Exchange;

“Circular” this circular, including all annexures hereto, dated 31 March 2015;

“Company” Choppies Enterprises Limited (registration number 2004/1681), a public

company duly registered and incorporated in accordance with the laws of

Botswana;

“Companies Act” the Companies Act [CAP 42:01], as amended from time to time;

“Constitution” the amended constitution of Choppies, adopted by special resolution on 5

December 2014;

“Directors” the directors of the Company, constituting its board of directors as at the

Last Practicable Date, being the persons whose names are set forth in the

section of this Circular headed “Corporate Information and Advisers”;

“Effective Date” the date upon which the Transaction comes into force, being the issue of the

Subscription Shares on the date of the Secondary Listing;

“EGM” the extraordinary general meeting of Shareholders, to be held at 14h30 on

Thursday, 23 April 2015 at Lansmore, Masa Square, Plot 54353, CBD,

Gaborone;

“EGM Results

Announcement” the announcement of the results of the EGM (assuming the grant of the

Shareholder Approval), a draft of which is incorporated into this Circular as

Annexure 3;

“Financial Statements” the Company’s audited financial results in respect of a given Financial Year;

“Financial Year” the financial year of the Company ended and as at 30 June each year;

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“Form of Proxy” the Shareholder form of proxy in respect of the EGM, incorporated into this

Circular as Annexure 2;

“Interim Financial

Statements” the Company’s unaudited financial results in respect of a given period of 6

months after each Financial Year, ended and as at 31 December each year;

“JSE” 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 South African

Financial Markets Act (Act No. 9 of 1933) as amended from time to time;

“JSE Listings

Requirements” the listings requirements of the JSE as amended from time to time;

“Last Practicable Date” the last practicable date prior to finalisation of this Circular, being Monday,

30 March 2015;

“Listings Requirements” the listings requirements of the BSE, as amended from time to time;

“Notice” the notice convening the EGM, incorporated into this Circular as Annexure 1;

“Offer for Subscription” an offer for subscription by Choppies to Selected and Qualifying Institutional

Investors in South Africa, Botswana and other jurisdictions of Subscription

Shares, to whom the offer will be specifically addressed and only be capable

of acceptance by, subject to certain conditions;

“Ordinary Shares” ordinary shares of no par value in the Stated Capital of the Company, being

the only class of shares of the Company in issue as at the Last Practicable

Date;

“Pricing Date” the date on which the price of the Subscription Shares is determined by the

Directors of the Company;

“Related Party

Requirements” the related party requirements in section 10 of the Listings Requirements;

“Rule 5.80 Requirements” has the meaning ascribed to it in clause 4.1;

“Secondary Listing” the admission of the Ordinary Shares to the JSE’s main board for listed

securities in accordance with the JSE Listings Requirements;

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“Selected and Qualifying

Institutional Investors” in relation to Botswana, investors qualifying in terms of section 297(a) of the

Companies Act; in relation to South Africa, investors qualifying in terms of

section 96(1)(a) of the South African Companies Act; and, in relation to other

jurisdictions, investors qualifying in accordance with the applicable rules of

the relevant jurisdiction;

“South African Companies

Act” the South African Companies Act, (Act No. 71 of 2008), as amended from

time to time;

“Shareholder(s)” holders of the Ordinary Shares in the Stated Capital of the Company from

time to time;

“Shareholder Approval” has the meaning ascribed to it in clause 10.1;

“South Africa” the Republic of South Africa;

"Stated Capital" has the meaning ascribed to it in Section 5 of the Companies Act and, in

relation to the Company, comprises of 1 174 207 583 Ordinary Shares as at

the Last Practicable Date;

“Subscription Shares” up to a maximum of 10% of the Stated Capital of the Company, being

117 420 758 new Ordinary Shares that may be offered for subscription by

Choppies in terms of the Offer for Subscription; and

“Transaction” has the meaning ascribed to it in clause 1.2.

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CIRCULAR

1 INTRODUCTION

1.1 The Company, which is an established mass grocery retailer listed on the BSE, and the

leading supermarket chain in Botswana1 targeting lower to middle-income consumers, intends

to effect the Secondary Listing. The Secondary Listing is subject to the approval of the JSE

and is to be made in accordance with the JSE Listings Requirements.

1.2 Pursuant to the Secondary Listing, the Company may, inter alia, effect an issue of Ordinary

Shares for cash in terms of a private placement to Selected and Qualifying Institutional

Investors in South Africa, Botswana and other jurisdictions (the “Transaction”). The

Transaction requires the Shareholder Approval, which is the subject matter of this Circular.

1.3 The Secondary Listing does not require the approval of the Shareholders and is recorded in

this Circular for information and disclosure purposes only.

2 RATIONALE FOR THE SECONDARY LISTING

Choppies anticipates that the Secondary Listing will have the following benefits for Choppies and its

stakeholders:

provide access to an additional source of capital to support the Company’s continued expansion

into existing and new markets;

enhance the liquidity and tradability of the Ordinary Shares on the BSE and the JSE through a

greater spread and diversity of investors;

increase analyst research coverage to support a fair market value for the Ordinary Shares; and

enhance Choppies’ public profile in the South African market.

1 Briggs & Associates, 2014

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3 THE RATIONALE FOR THE TRANSACTION

In the event that the Offer for Subscription is made, the rationale for the proposed specific issue of

new Ordinary Shares for cash would be to enable the Company to raise capital to accelerate its

expansion into existing and new markets, which will include:

organic growth through the development of new stores;

acquisitive growth; and

investment in new distribution centres and additional capacity.

4 SALIENT TERMS AND FINANCIAL EFFECTS OF THE TRANSACTION

Salient Terms

4.1. On the basis that the Offer for Subscription is made, in accordance with the provisions of

Rule 5.80 of the Listings Requirements (the “Rule 5.80 Requirements”):

4.1.1. it is recorded that the Subscription Shares are Ordinary Shares, and therefore of

a class of securities already in issue by Choppies;

4.1.2. it is recorded that the Subscription Shares are to be issued to Selected and

Qualifying Institutional Investors in terms of the Offer for Subscription;

4.1.3. the maximum number of Subscription Shares to be issued is 10% of the Ordinary

Shares in issue, being 117 420 758 Ordinary Shares;

4.1.4. the discount, if any, at which the Subscription 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 and therefore the Company will not be

required to procure a fair and reasonable opinion by an independent professional

expert; and

4.1.5. the issue of the Subscription Shares is subject to the grant of the Shareholder

Approval referred to in clause 10.1 of this Circular.

4.2. The Transaction will become effective on the Effective Date.

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4.3. The Offer for Subscription is subject to the approval of the BSE and, in the context of the

Secondary Listing, to, inter alia, the approval of the JSE (and is to be made in accordance

with the JSE Listings Requirements).

4.4. The grant of the Shareholder Approval will ensure compliance by the Company with its

obligations under the Rule 5.80 Requirements, the provisions of clause 6.1 of the

Constitution and section 52 of the Companies Act.

Financial Effects

4.5. The Offer for Subscription will result in an increase in the number of Ordinary Shares in

issue.

4.6. Shareholders that do not participate in the Offer for Subscription will continue to own the

same number of Ordinary Shares which they owned prior to the Offer for Subscription, but

their percentage shareholding in the Company will be diluted.

4.7. Shareholders are advised that the Offer for Subscription will impact, in relation to the

Ordinary Shares, on the earning per share, net asset value per share and tangible net

asset per share of the Company. The financial effects of the Offer for Subscription will

depend on, inter alia, the number of Subscription Shares and the Company’s application of

the net proceeds.

4.8. The unaudited pro forma financial effects of the Offer for Subscription and the assumptions

in connection therewith are set out in Annexure 4 to this Circular.

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5. MAJOR SHAREHOLDERS

The following Shareholders hold the highest percentages of the Ordinary Shares of the Company,

as at the Last Practicable Date.

Ordinary

Shareholder

Number of Ordinary

Shares held directly

prior to the Offer for

Subscription

Number of Ordinary

Shares held indirectly

prior to the Offer for

Subscription

Percentage of Ordinary

Shares held prior to the

Offer for Subscription

Ramachandran

Ottapathu

326 956 136 210 500 27.9% of the Ordinary

Shares

Farouk Ismail 263 068 920 448 880 22.4% of the Ordinary

Shares

Standard Chartered

Private

Equity(Mauritius) III

Limited

150 000 000 12.7% of the Ordinary

Shares

The Shareholders above intend to vote in favour of the Transaction.

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6. DIRECTORS’ INTERESTS IN THE COMPANY AND DIRECTORS’ DETAILS

6.1. The Directors held the following interests in the Company's Ordinary Shares as at the

Last Practicable Date:

Name

Number of Ordinary Shares

held directly prior to the

Offer for Subscription

Number of

Ordinary Shares

held indirectly

prior to the Offer

for Subscription

Percentage of

Ordinary Shares

held prior to the

Offer for

Subscription

Executive Directors

Ramachandran

Ottapathu

326 956 136 210 500 27.9%

Farouk Ismail 263 068 920 448 880 22.4%

Manikandan

Madakkavil

25 000 0.0%

Totals 590 050 056 Ordinary

Shares

659 380 Ordinary

Shares

50.3% of the

Ordinary Shares

Independent Non-executive

Directors

His Excellency Festus

Gontebanye Mogae, the

Former President of the

Republic of Botswana

29 000 000 288 800 2.5%

Dorcas Kgosietsile 565 000 15 064 0.05%

Robert Neil Matthews 21 816 0.0%

Sydney Alan Muller 400 000 0.03%

Totals 29 586 816

Ordinary Shares

303 864

Ordinary

Shares

2.58% of the

Ordinary Shares

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6.2. None of the Directors has had any beneficial interest, whether direct or indirect, in any

transactions which are or were unusual in their nature or conditions or material to the

business of the Company, and which were effected by the Company during the current or

immediately preceding Financial Year, or, during an earlier Financial Year and remain in

any respect outstanding or underperformed.

6.3. The Directors who hold Ordinary Shares in Choppies intend to vote in favour of the

Transaction.

6.4. The relevant personal details as to the Directors are set forth in Annexure 5 to this Circular.

7. MAJOR SHAREHOLDERS’ AND DIRECTORS’ INTERESTS IN THE TRANSACTION

7.1. None of (i) the Major Shareholders listed in clause 5 or (ii) the Directors listed in clause 6

has any interest directly or indirectly in the Offer for Subscription.

7.2. The Transaction will not result in the variation of the remuneration of the Directors.

8. THE EGM

8.1. The implementation of the Transaction is subject to, inter alia, the Shareholder Approval

being given at the EGM.

8.2. The EGM will be held at 14h30 on Thursday, 23 April 2015 at the Lansmore, Masa Square,

Plot 54353, CBD, Gaborone. The Notice convening the EGM is attached to this Circular.

8.3. Shareholders who are unable to attend the EGM but wish to be represented are requested

to complete and return the attached Form of Proxy in accordance with the instructions

contained thereon. The Company Secretary must receive completed Forms of Proxy by no

later than 14h30 on Tuesday, 21 April 2015.

8.4. The results of the voting at the EGM will be announced substantially in the form of the EGM

Results Announcement.

9. INDEPENDENT REVIEW

For the reasons stated at clause 4.1.4, there is no requirement for an independent professional

adviser to conduct a fair and reasonable review in relation to the Offer for Subscription.

10. REASONS FOR THE EGM

10.1. The Rule 5.80 Requirements stipulate that a 75% majority of the votes of all Shareholders

present or represented by proxy at the EGM, excluding controlling Shareholders, their

associates, any party acting in concert and, if applicable, any Shareholder who is

13

participating in the issuance and who is not regarded as being public (all as defined in the

BSE Listings Requirements), must be cast in favour of the resolution (set forth in the

Notice) to issue the Subscription Shares (the “Shareholder Approval”).

10.2. It is recorded that, as at the Last Practicable Date, the Company has no controlling

Shareholder, no party acting in concert (insofar as the Directors are aware) and no existing

Shareholder which is a non-public Shareholder participating in the Offer for Subscription.

11. OPINIONS AND RECOMMENDATIONS

The Directors of Choppies are of the opinion that the terms and conditions of the Transaction are fair

and reasonable and will be to the long-term benefit of Choppies and its Shareholders. Accordingly,

the Directors recommend that Shareholders vote in favour of the Transaction and give the

Shareholder Approval necessary to approve and implement the Transaction.

12. DIRECTORS’ RESPONSIBILITY

12.1. The Directors, whose names are given in the section of this Circular headed “Corporate

Information and Advisers”, collectively and individually accept full responsibility for the

accuracy of the information given and certify that to the best of their knowledge and belief

there are no other facts the omission of which would make any statement false or

misleading, that they have made all reasonable enquiries to ascertain such facts and (if

applicable) that this Circular contains all information required by law.

12.2. The Directors confirm that this Circular includes all such information within their knowledge

(or which it would be reasonable for them to obtain by making enquiries) as investors and

their professional advisers would reasonably require and reasonably expect to find for the

purpose of making an informed assessment of the subject matter of this Circular and for

giving the Shareholder Approval.

13. ADVISERS’ CONSENTS

The Sponsoring Broker, and the Legal Adviser have each consented in writing to act in the capacities

stated and to their names being stated in this Circular and had not withdrawn their consent prior to

the publication of this Circular.

14. DOCUMENTATION AVAILABLE FOR INSPECTION AND/OR INCORPORATED BY REFERENCE

INTO THIS CIRCULAR

Copies of the documents listed below will be available for inspection during normal business hours

on business days from 09h00 on Monday 31 March 2015 until 17h00 on Thursday 23 April 2015 at

the principal offices of Company Secretary, Unit 5, Kgale Mews, Kgale Hill, Gaborone:

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14.1. this Circular;

14.2. the letter of consent from the Sponsoring Broker;

14.3. the letter of consent from the Legal Adviser;

14.4. the Constitution of the Company;

14.5. the Financial Statements for the Financial Years ended and as at 30 June 2012, 30 June

2013 and 30 June 2014 respectively and the unaudited Interim Financial Statements for the

6 month period ended and as at 31 December 2014, all of which are incorporated by

reference into and form part of the Circular; and

14.6. all other materials and information required in terms of section 7.G.1 of the Listings

Requirements.

15. EXPENSES RELATING TO THIS CIRCULAR AND THE EGM

The expenses incurred or to be incurred by Choppies in pursuance of obtaining the Shareholder

Approval are estimated in BWP, payable as follows:

Estimated expense (excl. VAT) Amount (BWP)

(excluding VAT)

BSE documentation fee 10 000.00

Publication, printing, advertising and related expenses 50 000.00

Sponsoring brokers fees 70 000.00

Legal fees 250 000.00

Other expenses and costs 50 000.00

Total 430 000.00

16. NO MATERIAL LITIGATION OR ARBITRATION

As at the Last Practicable Date, the Directors are not aware of any material litigation or arbitration

proceedings by or against the Company, whether pending, threatened or commenced, which may

have a negative impact on the Company’s trading or financial condition.

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17. NO RELATED PARTY TRANSACTION

As neither the major Shareholders listed in clause 5 of this Circular nor the Directors listed in clause

6 of this Circular are participating in the Offer for Subscription, the Transaction is not a related party

transaction (as defined in the Related Party Requirements) and the Related Party Requirements are

not applicable to it.

18. NO MATERIAL ADVERSE CHANGE

The Directors advise that there has been no material adverse change to the Company’s trading or

financial position since the date of publication of its last audited financial results.

19. NO TAKEOVER

As at the Last Practicable Date, to the best of the knowledge and belief of the Directors, the Company

is not the subject of an unannounced or expected take-over bid.

20. MARKET VALUE OF ORDINARY SHARES

A table of the aggregate volumes traded and the highest and lowest prices traded in respect of the

Ordinary Shares for (i) each month over the 12 month period prior to the Last Practicable Date, (ii)

each quarter over the previous 2 year period prior to the Last Practicable Date and (iii) each day over

the 30 day period prior to the Last Practicable Date, is set forth in Annexure 6 to this Circular.

SIGNED BY, OR ON BEHALF OF, EACH OF THE DIRECTORS OF CHOPPIES, IN TERMS OF A

RESOLUTION TO THAT EFFECT PASSED BY SUCH DIRECTORS.

31 March 2015

CHOPPIES ENTERPRISES LIMITED

Unit 5, Kgale Mews

Kgale Hill

Gaborone

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ANNEXURE 1

CHOPPIES ENTERPRISES LIMITED

(Incorporated under the Companies Act in the Republic of Botswana)

Registration number 2004/1681

BSE Ordinary Share Code: CHOPPIES

(“Choppies” or the “Company”)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given of an Extraordinary General Meeting of Shareholders of the Company to be

held at 14h30 on Thursday, 23 April 2015 at Lansmore, Masa Square, Plot 54353, CBD, Gaborone

for the following business:

Agenda

1. To read the notice convening the meeting.

2. To consider and if thought fit, approve with or without amendment the following resolutions:

2.1. as a special resolution, that the proposed specific issue of up to a maximum of 10% of the

Stated Capital of the Company, being 117 420 758 new Ordinary Shares, on the terms set out

in the Circular accompanying this notice, be and is hereby approved; and

2.2. as an ordinary resolution, that the directors of the Company be and are hereby authorised to

take such steps and sign all such other documents as are necessary to give effect to the

aforesaid resolution passed at this meeting.

A Shareholder entitled to attend and vote may appoint a proxy to attend and vote for him/her on his/her

behalf, and such proxy need not also be a Shareholder of the Company. The instrument appointing such a

proxy must be deposited with the Company Secretary at the registered office of the Company, Unit 5, Kgale

Mews, Kgale Hill, Gaborone not less than 48 hours before the meeting.

By Order of the Board

Choppies Enterprises Limited

Unit 5, Kgale Mews, Kgale Hill, Gaborone, Botswana.

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ANNEXURE 2

CHOPPIES ENTERPRISES LIMITED

(Incorporated under the Companies Act in the Republic of Botswana)

Registration number 2004/1681

BSE Ordinary Share Code: CHOPPIES

(“Choppies” or the “Company”)

FORM OF PROXY

For completion by holders of Ordinary Shares of the Company.

Please read the notes attached to this form before completing it.

For use at the Extraordinary General Meeting of Shareholdings of the Company to be held at 14h30 on

Thursday 23 April 2015 at Lansmore, Masa Square, Plot 54353, CBD, Gaborone (the “EGM”).

I/We,

(Name in block letters)

Of

(Address)

Hereby appoint

1. _____________________________ or failing him/her,

2. _____________________________ or failing him/her,

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3. His Excellency Festus Gontebanye Mogae, Former President of the Republic of Botswana, or, failing

him, Mr Robert Neil Matthews.

as my/our proxy to act for me/us at the EGM and, in so doing, to vote for or against the resolutions

and/or abstain from voting in respect of the Ordinary Shares registered in my/our name in

accordance with the following instruction:

Number of Ordinary Shares

For Against Abstain

Special Resolution 1 Agenda item 2.1

Ordinary Resolution 1 Agenda item 2.2

Signed at:

Date:

Signature___________________

Assisted by (where applicable)

Each Shareholder is entitled to appoint one or more proxies (who need not be member/s of the

company) to attend, speak and vote in place of the Shareholder at the EGM.

Please read notes 1 – 7 below.

Notes:

1. A Shareholder must insert the names of two alternative proxies of the Shareholder’s choice in

the space provided. The person whose name appears first on the form of proxy and whose

name has not been deleted shall be entitled to act as proxy to the exclusion of those whose

names follow.

2. A Shareholder’s instruction to the proxy must be indicated in the appropriate space provided.

Failure to comply herewith will be deemed to authorise the proxy to vote at the EGM as he/she

deems fit in respect of the Shareholder’s votes exercisable thereat. A Shareholder or his/her

proxy is obliged to use all the votes exercisable by the Shareholder or by his/her proxy.

19

3. The completion and lodging of this form will not preclude the relevant Shareholder from

attending the EGM.

4. The Chairman of the EGM may reject or accept any form of proxy not completed and/or

received other than in accordance with these notes provided that he/she is satisfied as to the

manner in which the Shareholder concerned wishes to vote.

5. An instrument of proxy shall be valid for the EGM as well as for any adjournment thereof,

unless the contrary is stated thereon.

6. The authority of a person signing the form of proxy under power of attorney or on behalf of a

company must be attached to the form of proxy.

7. Where Ordinary Shares are held jointly, all Shareholders must sign. A minor must be assisted

by his/her guardian.

This Annexure 2 is reprinted at the end of this Circular for ease of separation from this Circular and

completion by the Shareholder.

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ANNEXURE 3

CHOPPIES ENTERPRISES LIMITED

(Incorporated under the Companies Act in the Republic of Botswana)

Registration number 2004/1681

BSE Ordinary Share Code: CHOPPIES

(“Choppies” or the “Company”)

RESULTS OF EXTRAORDINARY GENERAL MEETING

The Company is pleased to announce that at the Extraordinary General Meeting held on Thursday, 23 April

2015 (“the EGM”) the shareholders of Choppies (“the Shareholders”), able to vote in terms of Rule 5.80 (g)

of the Botswana Stock Exchange Listings Requirements, passed the resolution approving the specific issue

by the Company of up to 10% of the Ordinary Shares in issue for cash, comprising a private placement by

way of an offer for subscription by the Company to selected and qualifying institutional investors (as defined

in the circular sent to Shareholders which accompanied the notice of the EGM).

Sponsoring Broker

Member of the Botswana Stock Exchange

Legal Adviser

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ANNEXURE 4

SUMMARY UNAUDITED PRO FORMA FINANCIAL EFFECTS

Unaudited Pro Forma Financial Effects

1. The unaudited pro forma financial effects set out below have been prepared to assist shareholders to

assess the impact of the Offer for Subscription on the earnings per share, net asset value per share

and tangible net asset value per share of the Company.

2. These unaudited pro forma financial effects are presented for illustrative purposes only and may not

fairly represent the Company’s financial position or the results of its operations after the Offer for

Subscription. The actual financial effects of the Offer for Subscription will depend on, inter alia, the

number of Subscription Shares and the Company’s application of the net proceeds.

3. The assumptions on which the pro forma financial effects are based are set out in the notes below the

table.

Unaudited pro forma financial effects

Reviewed six

months ended 31

December 2014

Adjustment due to

the Offer for

Subscription

Unaudited Pro

forma after Offer

for Subscription

%

change

Net asset value per share

(thebe) 77.72 28.25 105.97 36.4

Tangible net asset value per

share (thebe) 39.05 31.77 70.82 81.3

Earnings per share (thebe)

- Basic 8.57 (1.06) 7.50 (12.4)

- Diluted 8.57 (1.06) 7.50 (12.4)

Number of shares in issue at

end of period ('000) 1 174 208 117 421 1 291 629 10.0

Weighted average number

of shares in issue (‘000) 1 174 208 117 421 1 291 629 10.0

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Notes:

1) Based on the reviewed results for the six months ended 31 December 2014.

2) The pro forma adjustments to net asset value per share and tangible net asset value per share have been

calculated on the assumption that the Offer for Subscription was implemented on 31 December 2014.

3) The pro forma adjustments to basic and diluted earnings per share have been calculated on the assumption

that the Offer for Subscription was implemented on 1 July 2014.

4) The Offer for Subscription is assumed to raise gross proceeds of BWP 466.2 million through the issue of

117 420 758 Ordinary Shares at BWP3.97 per share (being the closing price as at the Last Practicable Date).

5) Total expenses relating to the Shareholder Approval and the Offer for Subscription are estimated to be

BWP10 million. Estimated transaction costs of BWP0.4 million have been deducted from share capital. This

adjustment will not have a continuing effect.

6) The balance of the estimated transaction costs of BWP9.6 million are to be incurred and expensed through

the income statement. This adjustment will not have a continuing effect.

7) It is assumed that the net proceeds from the Offer for Subscription of BWP456.2 million will be used to repay a

portion of long-term debt BWP268.6 million. This adjustment will have a continuing effect.

8) The repayment of long-term debt will result in an after-tax interest expense saving of BWP6.0 million for the

six month period ended 31 December 2014. Interest is calculated at a blended rate of 5.7% on the borrowings to

be retired. Tax is calculated at the Botswana normal income tax statutory rate of 22%. The adjustment is of a

continuing nature.

9) It is assumed the remainder of the net proceeds BWP187.6 million will be retained as cash. No interest

income has been assumed. This adjustment will have a continuing effect.

23

ANNEXURE 5

RELEVANT DETAILS OF DIRECTORS OF THE COMPANY

Board structure of Choppies

The Board comprises 3 executive Directors and 5 non-executive Directors.

The members of the Board are as follows:

Name (age) Nationality Business address Function/

Occupation

Date of

appointment

as Director

His Excellency

Festus

Gontebanye

Mogae, Former

President of the

Republic of

Botswana

Botswana

Plot 169, Gaborone

International

Commerce Park,

Botswana

Director

(Chairman) 20 October 2004

Farouk Essop

Ismail Botswana

Plot 169, Gaborone

International

Commerce Park

Botswana

Director 7 July 2004

Ramachandran

Ottapathu

Botswana

Plot 169, Gaborone

International

Commerce Park

Botswana

Director

(CEO) 7 July 2004

Dorcas Ana

Kgosietsile Botswana

Plot 1046, Sefoke

Tlokeng, Gaborone

Botswana

Director 2 November 2011

Robert Neil

Matthews Britain

Plot 29, 10 Ko

Mokolodi,

Gaborone

Botswana

Director 7 March 2012

24

Name (age) Nationality Business address Function/

Occupation

Date of

appointment

as Director

Peter Baird USA

3rd

Floor, 4

Sandown Valley

Crescent, Sandton ,

Johannesburg

Director 17 December 2013

Sydney Alan

Muller

South

African

Swift Lane

Steenberg Estate,

Tokai Road, Tokai

7945

Director 15 May 2014

Manikandan

Madakkavil

(Chief Financial

Officer)

Indian

Plot 169, Gaborone

International

Commerce Park

Botswana

Director

(CFO) 18 March 2015

Experience of Directors

The profiles and experience of the Directors and the company secretary are set out below:

Executive Directors

Ramachandran ("Ram") Ottapathu (50)

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.

Farouk Ismail (67)

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.

25

Manikandan (or “Mani”) Madakkavil (41)

Mani joined Choppies in 2006 as finance manager and was appointed 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 Festus Gontebanye Mogae, Former President of the Republic of Botswana

(“H.E. Mogae”) (75) - Independent non-executive Director

H.E. Mogae 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, H.E. Mogae 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. H.E. Mogae 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 (55) - 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 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.

26

Robert Neil Matthews (71) - Independent non-executive Director

Robert is a Certified Public Accountant (USA). Robert is a fellow of the Institute of Chartered

Accountants of England and Wales and the Botswana Institute of Chartered Accountants. 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 Allan Muller (65) - 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 Baird (48) - 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 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.

27

ANNEXURE 6

MARKET VALUE OF ORDINARY SHARES

Choppies - Summary of Trading - 12 months preceding Last

Practicable Date

Month Total No. of Trades

Aggregate Volume

Traded for the month

Lowest

Price (BWP) Highest Price (BWP)

Mar-14 202 6 810 800 3.92 4.1

Apr-14 195 5 958 026 4.04 4.21

May-14 146 2 337 814 4.04 4.2

Jun-14 198 9 655 218 4.15 4.2

Jul-14 118 1 682 552 4.19 4.2

Aug-14 120 1 524 221 4.18 4.2

Sep-14 86 1 344 355 4.1 4.2

Oct-14 131 12 020 256 4.07 4.2

Nov-14 170 10 648 739 4.04 4.12

Dec-14 183 10 639 739 4.06 4.08

Jan-15 96 2 801 983 4.06 4.06

Feb-15 89 806 860 3.99 4.06

TOTAL 1 734 66 230 563

28

Choppies - Summary of Trading - Quarterly report for 24 months preceding

Last Practicable Date

Quarter Total No. of Trades Total Volume Traded

Lowest

Price (BWP) Highest Price (BWP)

Q1 - March 2013 472 13 102 142 2.05 2.67

Q2 - June 2013 667 42 510 653 2.66 3.05

Q3 - Sep 2013 496 17 193 913 2.97 3.08

Q4 - Dec 2013 218 58 928 285 3.04 3.07

Q1 - March 2014 720 21 758 593 3.35 4.3

Q2 - June 2014 539 17 951 058 4.04 4.21

Q3 - Sep 2014 324 4 551 128 4.1 4.2

Q4 - Oct 2014 484 33 308 734 4.04 4.2

Jan & Feb 2015 669 36 917 577 3.99 4.06

TOTAL 4 589 246 222 083

Choppies - Summary of Trading - Daily for 30 days ended 23 March 2015

Date Total No. of Trades Total Volume Traded

Lowest Price (BWP) Highest Price (BWP)

20-Feb-15 5 14 696 4 4

24-Feb-15 4 1 433 4 4

25-Feb-15 4 7 000 3.99 3.99

26-Feb-15 5 4 000 3.98 3.99

27-Feb-15 3 1 901 3.99 3.99

02-Mar-15 7 50 821 3.99 3.99

06-Mar-15 3 25 547 3.98 3.99

09-Mar-15 6 12 000 3.98 3.98

12-Mar-15 1 1 778 3.98 3.98

13-Mar-15 1 488 3.97 3.97

17-Mar-15 60 155 877 23 3.97 3.97

18-Mar-15 1 6 401 3.97 3.97

19-Mar-15 13 40 235 04 3.97 3.97

20-Mar-15 3 7 400 3.97 3.97

TOTAL 107 19 728 563