STRUCTURE AND FUNCTION

The Company, which is domiciled and incorporated in the Republic of South Africa and listed on the JSE Limited (“JSE”), the recognised securities exchange in South Africa, was formed with the sole purpose of holding a controlling interest in Pick n Pay Stores Limited. The Company is entitled to redistribute any dividend received from Pick n Pay Stores Limited.

GENERAL REVIEW

The Group income statement is presented on page 114 and reflects the Group’s operational results. The Group’s headline earnings from continuing operations and dividends paid for the year are as follows:

RELATIVE SHARE VALUE

The directors consider that the ratio of the dividend paid per share for the year of Pick n Pay Holdings Limited (PIKWIK) of 82.97 cents, to that of Pick n Pay Stores Limited (PICKNPAY), 170.00 cents, determines the relative value of a Pick n Pay Holdings Limited share, which, based on these figures, is 48.8% (2008: 48.8%) of a Pick n Pay Stores Limited share.

AUDIT, RISK AND COMPLIANCE COMMITTEE

We draw your attention to the Audit, Risk and Compliance committee section of the corporate governance review on pages 41 and 42 where we set out the responsibilities of the committee and how it has discharged these responsibilities during the year.

INVESTMENT

The Company’s sole asset is its 50.8% (2008: 50.8%) direct shareholding in its subsidiary, Pick n Pay Stores Limited, and its main source of income is the dividend received from Pick n Pay Stores Limited. After taking into account the Pick n Pay Stores Limited treasury shares held by the Group, the Company’s effective holding in Pick n Pay Stores Limited at year-end is 54.4% (2008: 54.7%).

DIVIDENDS PAID AND DECLARED

A cash dividend (number 53) of 57.65 cents per share was paid to shareholders on 17 June 2008.

A cash dividend (number 54) of 17.45 cents per share was paid to shareholders on 15 December 2008.

For further detail refer to note 4. The directors have declared a cash dividend (number 55) of 65.52 cents per share. The last day of trade in order to participate in the dividend (CUM dividend) will be Friday, 5 June 2009. Shares will trade EX dividend from the commencement of business on Monday, 8 June 2009 and the record date is Friday, 12 June 2009. The dividend will be paid on Monday, 15 June 2009. Share certificates may not be dematerialised or rematerialised between Monday, 8 June 2009 and Friday, 12 June 2009, both dates inclusive.

As dividend number 55 was declared on 21 April 2009 it will only be accounted for in the 2010 financial year. No liability for secondary tax on companies (STC) will be payable on this dividend as the Company will have sufficient STC credits to offset any liability.

SHARE CAPITAL

There was no movement in the number of issued ordinary shares during the year, which remains at 527 249 082. As at year-end, the Pick n Pay Employee Share Purchase Trust and a subsidiary company held 10 418 493 (2008: 11 228 333) and 1 708 203 (2008: 1 680 303) shares in the Company, respectively. These shares are reflected as treasury shares in the annual financial statements.

GOING CONCERN

These annual financial statements have been prepared on the going-concern basis.

The board has performed a formal review of the Group’s ability to continue trading as a going concern in the foreseeable future and, based on this review, consider that the presentation of the financial statements on this basis is appropriate.

There are no pending or threatened legal or arbitration proceedings which have had or may have a material effect on the financial position of the Company or the Group.