HealthPlus Retail Group — Appendices

Supporting detail and reference material underpinning the HealthPlus Retail Group business plan and financial model.

HealthPlus Retail Group Business PlanSection 15 › Appendices

Section 15 · Business Plan

Appendices

Supporting detail and reference material underpinning the HealthPlus Retail Group business plan and financial model.

Appendix A — Detailed Modelling Assumptions

The financial model incorporates approximately 220 input assumptions
grouped across ten driver categories. The most material assumptions,
with source benchmarks, are documented in the data room file
02_Financial_Model.xlsx (sheet: Assumptions). A condensed reference is
provided below.

Driver Base Assumption Source / Benchmark
Pharmacy script volume growth 3.8% p.a. Council for Medical Schemes; SAPC data
Front-shop retail inflation CPI + 1.4% StatsSA; Clicks/Dis-Chem disclosed comp data
Beauty & wellness category growth 7.2% p.a. Euromonitor SA personal care
Private label premium to brand GM +18 ppt International peer benchmarks
Average pharmacist cost (loaded) R 920k PSSA salary survey 2025
Store fit-out capex (Metro) R 4.2M Internal QS estimate; 3 vendor quotes
Working capital days (Y5 mature) 52 days Clicks/Dis-Chem disclosed working capital
Lease cost as % of revenue 3.8% (Y5) Listed retailer disclosed rentals
Marketing spend as % of revenue 3.5% (Y5) International CPG/retail benchmarks
Effective tax rate (mature) 27% SA corporate income tax rate

Table A1 — Headline modelling assumptions and sources

Appendix B — Regulatory Framework

HealthPlus operates within a multi-layered regulatory framework. The
most material instruments are summarised below.

Regulator / Statute Scope Compliance Approach
South African Pharmacy Council (SAPC) Pharmacy ownership, dispensing licensing Dedicated compliance officer; quarterly internal audits
SAHPRA Medicine registration, manufacturing, wholesale Pharmacovigilance system from Y1; SAHPRA-licensed wholesale arm
Medicines and Related Substances Act 101 of 1965 Single Exit Price (SEP), dispensing fees SEP database integrated to POS; quarterly reconciliation
POPI Act Personal data including health information Information Officer appointed; POPIA-aligned data ops; quarterly third-party audit
Companies Act 71 of 2008 Corporate governance, financial reporting King IV-aligned governance; Companies Tribunal compliance
B-BBEE Codes (DTIC) Transformation Verified annually by accredited agency
Consumer Protection Act 68 of 2008 Retail consumer rights Returns, recall and complaints protocol embedded in POS
Competition Act 89 of 1998 Mergers, anti-competitive conduct Pre-clearance for any acquisition > thresholds; trade association protocols
NHI Act 20 of 2024 Future single-payer healthcare Active engagement via PSSA; phased compliance

Table B1 — Principal regulatory framework

Appendix C — Data Room Index

A virtual data room is established at financial close, containing all
materials required for legal, financial, commercial and operational due
diligence. Access is granted through a secure platform with audit trail
and is structured as follows:

Folder Contents
01 Corporate CIPC documents, MOI, shareholders’ agreement, board minutes, organogram
02 Financial Five-year model (Excel), audited statements (where available), tax certificates
03 Commercial Market analysis, customer research, pricing strategy, supplier contracts
04 Operations Store list, lease summary, DC plans, manufacturing facility plans
05 Technology IT architecture, vendor contracts, cybersecurity assessment
06 People Executive CVs, employment contracts, HR policies, B-BBEE certificates
07 Legal & Regulatory SAPC/SAHPRA licences, material contracts, IP register, litigation register
08 ESG ESG policy, climate risk assessment, impact metrics, social audits
09 Insurance Policies, broker reports, claims history
10 Q&A Investor questions and management responses (live)

Table C1 — Data room structure

Appendix D — Glossary of Key Terms

Term Definition
B-BBEE Broad-Based Black Economic Empowerment
CAC Customer Acquisition Cost
CAGR Compound Annual Growth Rate
Capex Capital expenditure
DC Distribution centre
DFI Development Finance Institution
EBITDA Earnings before interest, taxes, depreciation and amortisation
ERP Enterprise Resource Planning system
FCF Free Cash Flow
ICPA Independent Community Pharmacy Association
IRR Internal Rate of Return
JIBAR Johannesburg Interbank Average Rate
KVI Known-Value Item (price-sensitive SKU)
LTIP Long-Term Incentive Plan
LTV Customer Lifetime Value
NHI National Health Insurance
ND/EBITDA Net Debt to EBITDA leverage ratio
PIK Payment-in-Kind interest
POPIA Protection of Personal Information Act
Private label Products manufactured under retailer-owned brand
PSSA Pharmaceutical Society of South Africa
Rx Prescription medicine
SAHPRA South African Health Products Regulatory Authority
SAPC South African Pharmacy Council
SASRIA South African Special Risks Insurance Association
SEP Single Exit Price (regulated medicine pricing)
SOM Serviceable Obtainable Market
TAM / SAM Total / Serviceable Addressable Market
WACC Weighted Average Cost of Capital

Table D1 — Glossary

Appendix E — Important Notice

This document is the property of HealthPlus Retail Group (Pty) Ltd
(“the Company”) and has been prepared solely for the use of named
recipients in the context of evaluating a potential investment in the
Company. It is not an offer to sell, or a solicitation of an offer to
buy, any securities. Any decision to invest should be made only after
independent professional advice and on the basis of the Company’s
definitive transaction documentation.

The information contained herein includes forward-looking statements
that reflect the Company’s current expectations regarding future events.
These statements are subject to risks and uncertainties, including those
described in Section 12, that could cause actual results to differ
materially from those projected. Recipients should not place undue
reliance on forward-looking statements.

Recipients are reminded that this document and its contents are
strictly confidential. Reproduction, distribution or disclosure to any
third party without the prior written consent of the Company is
prohibited. By accepting this document, the recipient agrees to be bound
by these confidentiality undertakings.

Contact

HealthPlus Retail Group (Pty) Ltd

Investor Relations

Email: investors@healthplusgroup.co.za

Telephone: +27 (0)11 000 0000

Registered office: Sandton, Johannesburg, South Africa

Closing statement

HealthPlus Retail Group represents a once-in-a-generation opportunity
to build the third national pharmacy retail chain in South Africa,
capturing structurally underserved demand in chronic care, township
healthcare access, and integrated wellness — at a scale and unit
economics that we believe will deliver investment-grade equity returns
with measurable, additionality-positive social impact. We invite you to
engage with the detailed opportunity through our data room.

Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of HealthPlus Retail Group (Pty) Ltd.