THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 7 of this Circular apply throughout this Circular including this cover page.

Shareholders are referred to page 3 of this Circular, which sets out the action required of them with regard to the Rights Offer, full details of which are set out in this Circular. If you are in any doubt as to the action that you should take, please consult your CSDB, Broker, CSDP, banker, legal advisor, accountant or other professional advisor immediately.

If you have disposed of all of your Ordinary Shares, this Circular and the Form of Instruction should be forwarded to the purchaser to whom, or the CSDB, Broker, CSDP or agent through whom you disposed of your Ordinary Shares, except that this Circular and Form of Instruction should not be forwarded or transmitted by you to any person in any territory other than Botswana or South Africa unless the Rights Offer can lawfully be made to such person or in such territory.

The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make such an offer and this Circular and Form of Instruction should not be forwarded or transmitted to any person in any territory other than where it is lawful to make such an offer.

No action has been taken by Choppies to obtain any approval, authorisation or exemption to permit the issue of Rights Offer Shares or the possession or distribution of this Circular (or any other publicity material relating to the Rights Offer Shares) in any jurisdictions other than Botswana and South Africa. Foreign Shareholders should refer to Annexure 4 of this Circular for further details in this regard.

Only whole numbers of Ordinary Shares will be issued in terms of the Rights Offer and Shareholders will be entitled to rounded numbers of shares once the Ratio of Entitlement has been applied. Excess applications will be allowed in respect of the Non-committed Rights Offer Shares only, pursuant to which Qualifying Shareholders may apply for additional Non-committed Rights Offer Shares over and above their entitlement to Rights Offer Shares in terms of the Rights Offer.

Letters of Allocation, which are renounceable, can only be traded in Dematerialised form and, accordingly, Choppies has issued all Letters of Allocation in Dematerialised form. The electronic record for holders of Certificated Shares is being maintained by Computershare in South Africa which has made it possible for holders of Certificated Shares to enjoy the same rights and opportunities as holders of Dematerialised Shares in respect of the Letters of Allocation.

ALL CERTIFICATED SHAREHOLDERS IN BOTSWANA WHO ARE STILL HOLDING THEIR PHYSICAL SHARE CERTIFICATES MUST DEMATERIALISE THEIR SHARES TO THE BELOW BROKERS WHO ARE REGISTERED WITH THE CSDB TO OPEN AN ACCOUNT. PLEASE SEE DETAILS IN THE ACTION REQUIRED BY SHAREHOLDERS SECTION OF THIS CIRCULAR FOR FURTHER DETAILS.

Only whole numbers of Ordinary Shares will be issued in terms of the Rights Offer and Shareholders will be entitled to rounded numbers of shares once the Ratio of Entitlement has been applied. Excess applications will be allowed, on the basis set out in the Circular.

CHOPPIES ENTERPRISES LIMITED

(Incorporated in the Republic of Botswana) Registration number: BW00001142508 BSE share code: CHOP-EQO

JSE share code: CHP

ISIN: BW0000001072

("Choppies" or "the Company")

CIRCULAR TO SHAREHOLDERS OF CHOPPIES

relating to:

  • a partially underwritten renounceable Rights Offer to Qualifying Shareholders in respect of 520 833 333 Ordinary Shares at the Rights Offer Price of P0.576 or R0.82368 (based on the Applicable Exchange Rate) per share, in the ratio of 1 Rights Offer Share for every 2.50297 Ordinary Shares held at the close of trade on Tuesday, 13 June 2023;

and enclosing:

  • a Form of Instruction in respect of a Letter of Allocation (to be completed by holders of Certificated Shares only).

Rights Offer opens at 09:00 on

Thursday, 15

June 2023

Rights Offer closes at 12:00 on

Wednesday, 28

June 2023

The Directors of Choppies whose names appear in the "Corporate Information and Advisors" section of this Circular, collectively and individually accept full responsibility for the accuracy of the information given in this Circular and certify that, to the best of their knowledge and belief, there are no facts the omission of which would make any statement in this Circular false or misleading and that they have made all reasonable enquiries to ascertain such facts and that this Circular contains all information required in law and by the BSE Listings Requirements and the JSE Listings Requirements, to the extent required.

Transaction Advisor and JSE Sponsor

BSE Sponsor

Legal Advisor

Reporting Accountants

Co-underwriter

Co-underwriter

EXPORT MARKETING

IVYGROVE

Date of issue: Wednesday, 7 June 2023

This Circular is available in English only. Copies of this Circular may be obtained from the registered office of Choppies, PSG Capital and/ or Stockbrokers Botswana, whose addresses are set out in the "Corporate Information and Advisors" section of this Circular, as well as in electronic form from the Company's website (https://choppiesgroup.com/investor.php#inv4). These documents will be available from Wednesday, 7 June 2023 up to Wednesday, 28 June 2023, both days inclusive.

CORPORATE INFORMATION AND ADVISORS

Directors

Uttum Corea (Chairperson) *# Ramachandran Ottapathu (Chief Executive Officer)

Valentine Chitalu *# Carol-Jean Harward *# Ranjith Priyalal De Silva *# Farouk Ismail *

  • Non-executive
    # Independent

Transaction Advisor and JSE Sponsor PSG Capital Proprietary Limited (Registration number: 2006/015817/07) 1st Floor, Ou Kollege

35 Kerk Street Stellenbosch, 7600

(PO Box 7403, Stellenbosch, 7599)

and

Suite 1105

11th Floor

Sandton Eye Building

126 West Street

Sandton, 2196

Transfer Secretaries: South Africa

Computershare

Client Service Specialist

Rosebank Towers

15 Biermann Avenue

Rosebank

2196, South Africa

Private Bag X9000

Saxonwold, 2132

South Africa

Botswana Transfer Secretaries Central Securities Depository Company of Botswana Limited (CSDB) (Registration number: BW00000191721) 4th Floor

Fairscape Precinct, Plot 70667 Fairgrounds Office Park, Gaborone (Private Bag 00417, Gaborone, Botswana)

Company Auditors/Reporting Accountants

Mazars

Plot 139, Finance Park

Gaborone, Botswana

Contact person: Shashikumar Velambath

Practising member: Shashikumar Velambath ACA(Ind), FCA(Bots)

Membership number: CAP 022 2023

Company Secretary and Registered Address

BP Consulting Services (Pty) Limited

Plot 28892 (Portion of plot 50370), Twin Towers West Wing, 1st Floor, Fairground, Gaborone PO Box 1453, Gaborone, Botswana

Date and place of incorporation

Date of incorporation: 19 January 2004

Place of incorporation: Botswana

BSE Sponsor

Stockbrokers Botswana Limited

Plot 67978, Ground Floor, East Wing

Mokolwane House, Fairgrounds

Gaborone, Botswana

Legal Advisor Armstrongs Attorneys 2nd Floor, Acacia House Plot 74538, Prime Plaza Western Commercial Road Central Business District PO Box 1368 Gaborone, Botswana

Share Register Support Services: Botswana

Grant Thornton Capital Security Services Proprietary Limited

PO Box 1157, Gaborone

Plot 50370, Fairgrounds, Gaborone

1

TABLE OF CONTENTS

Page

CORPORATE INFORMATION AND ADVISORS

IFC

ACTION REQUIRED BY SHAREHOLDERS

3

IMPORTANT DATES AND TIMES

6

DEFINITIONS AND INTERPRETATIONS

7

CIRCULAR TO SHAREHOLDERS

10

1.

INTRODUCTION

10

2.

RATIONALE FOR THE RIGHTS OFFER AND UTILISATION OF FUNDS

11

3.

PARTICULARS OF THE RIGHTS OFFER

11

4.

EXPENSES

16

5.

INFORMATION ON CHOPPIES

17

6.

SHARE TRADING HISTORY

21

7.

RESPONSIBILITY STATEMENT

21

8.

CONSENTS

22

9.

DOCUMENTS AVAILABLE FOR INSPECTION

23

Annexure 1

Table of entitlement

23

Annexure 2

Information on the Underwriters

24

Annexure 3

Exchange Control Regulations

26

Annexure 4

Information for Foreign Shareholders

29

Annexure 5

Share Trading History of Choppies Shares

30

Annexure 6

Summary of Three-year Historical Financial Information and Reviewed Interim Group Financial

Results for the Six Months ended 31 December 2022

34

Annexure 7

Reporting Accountant's Report on the Interim Financial Information for the Six Months ended

31 December 2022

35

Annexure 8

Pro Forma Abridged Financial Information of the Company Based on the Rights Offer

37

Annexure 9

Report on the Assurance Engagement on the Compilation of the Pro Forma Financial Information

Included in the Circular

40

Annexure 10

Summary of Key Provisions of the Constitution of the Company

42

Annexure 11

List of Directorships

44

Annexure 12

Trademarks and Intellectual Property

46

Form of Instruction (where applicable)

Enclosed

2

ACTION REQUIRED BY SHAREHOLDERS

If you are in any doubt as to what action you should take, you should consult your CSDB, Broker, CSDP, banker, legal advisor, accountant or other professional advisor immediately.

If you have disposed of all your Ordinary Shares, please forward this Circular, together with the enclosed Form of Instruction, to the purchaser of such Ordinary Shares or the CSDB, Broker, CSDP or other agent through whom you disposed of such Ordinary Shares. This Circular and Form of Instruction should not be forwarded to any person in any territory other than Botswana or South Africa unless the Rights Offer can lawfully be made to such person or in such territory.

Action required by Certificated Shareholders (FOR SOUTH AFRICAN QUALIFIED SHAREHOLDERS ONLY)

A Form of Instruction for completion by Qualifying Shareholders who hold Certificated Shares is enclosed with this Circular and the relevant procedure for participation in the Rights Offer is set out below:

  • a Letter of Allocation will be created in electronic form with the Transfer Secretaries;
  • if you are a Qualifying Shareholder holding Certificated Shares and wish to subscribe for all or part of your entitlement in terms of the enclosed Form of Instruction, you must complete the enclosed Form of Instruction in accordance with the instructions contained therein and lodge it, together with the proof of EFT payment of the amount due in Rand (at the Applicable Exchange Rate) and the EFT swift reference number (EFT to be made into the Designated Bank Account, details of which are available from the corporate actions department of the Transfer Secretaries at +27 11 370 5000 if calling from within South Africa and 0861 100 634 if calling from outside South Africa; or via email at corporate.events@computershare.co.za (in South Africa)), with the Transfer Secretaries as follows:

South Africa:

By hand to:

Choppies Enterprises Limited - Rights Offer

Computershare Investor Services Proprietary Limited

Rosebank Towers

15 Biermann Avenue

Rosebank, 2196

By post to:

Choppies Enterprises Limited - Rights Offer Private Bag X3000, Saxonwold, 2132

By electronic mail to:

Choppies Enterprises Limited - Rights Offer corporate.events@computershare.co.za

so as to be received by the Transfer Secretaries by no later than 12:00 on Friday, 23 June 2023.

  • if you are a Qualifying Shareholder holding Certificated Shares and do not wish to subscribe for all of the Rights allocated to you as reflected in the Form of Instruction, you may either dispose of or renounce all or part of your entitlement as follows:
    • if you wish to sell all or part of your entitlement, you must complete Form A in the enclosed Form of Instruction and return it to the Transfer Secretaries so as to be received by no later than 12:00 on Friday, 23 June 2023. The Transfer Secretaries will endeavour to procure the sale of Rights on the JSE on your behalf and to remit the net proceeds thereof in accordance with your instructions. In this regard, neither the Transfer Secretaries nor Choppies will have any obligation or be responsible for any loss or damage whatsoever in relation to or arising from the timing of such sales, the price obtained, or the failure to dispose of such entitlements. Please note that the last day to trade Letters of Allocation is on Friday, 23 June 2023; and
    • if you wish to renounce your entitlement in favour of any named renouncee, you must complete Form B in the enclosed Form of Instruction, and the renouncee must complete Form C in the enclosed Form of Instruction and return it to the Transfer Secretaries, to be received by no later than 12:00 on Friday, 23 June 2023, together with EFT swift reference number (EFT to be made into the Designated Bank Account, details of which are available from the corporate actions department of the Transfer Secretaries for the appropriate amount). The Transfer Secretaries are contactable at: 0861 100 634 if calling from within South Africa; +27 11 370 5000 if calling from outside of South Africa; or via email at corporate.events@computershare.co.za.

Lodgement by post shall be at the risk of the Qualifying Shareholder.

The Transfer Secretaries will not be responsible for any loss and/or damage whatsoever in relation to or arising from the late or non-receipt of emailed Forms of Instruction or owing to Forms of Instruction being forwarded to any email address other than those provided above. Forms of Instruction shall be deemed to be received on the date reflected in the Transfer Secretaries' electronic system. Notwithstanding anything to the contrary, it is the responsibility of all Shareholders to ensure that their Form of Instruction is received by the Transfer Secretaries.

You may apply for additional Non-committed Rights Offer Shares over and above your entitlement to Rights Offer Shares in terms of the Rights Offer. If you wish to apply for excess Non-committed Rights Offer Shares, you must complete the enclosed Form of Instruction in accordance with the instructions contained therein and remit sufficient funds to cover your total application. For the avoidance of doubt, excess applications are only allowed in respect of the Non-committed Rights Offer Shares.

Choppies and the Transfer Secretaries accept no responsibility and will not be held liable for any allocation of Rights Offer Shares pursuant to payment being made or alleged to have been made by way of electronic transfer and where proof of such payment has not been received or purported proof of such payment being insufficient or defective for Choppies and the Transfer Secretaries, for any reason, not being able to reconcile a payment or purported payment with a particular application for Rights Offer Shares.

3

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Choppies Enterprises Ltd. published this content on 07 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2023 07:09:04 UTC.