The 28th annual general meeting (“AGM”) of shareholders of Pick n Pay Holdings Limited (“the Company”) for the year ended 28 February 2009 will be held at 10h00, or as soon as the annual general meeting for Pick n Pay Stores Limited is completed, on Friday, 12 June 2009. Registration for attendance at the AGM will commence at 09h00.
The venue will be the conference centre at the registered office, Pick n Pay Office Park, 101 Rosmead Avenue, Kenilworth, Cape Town, 7708.
The following business will be transacted and resolutions proposed, with or without amendment:
1. ORDINARY RESOLUTION NUMBER 1
Approval of annual financial statements
“Resolved that the annual financial statements of the Company and its subsidiaries, for the year ended 28 February 2009, are hereby adopted.”
2. ORDINARY RESOLUTION NUMBER 2
Appointment of auditors
“Resolved that KPMG Inc. are hereby reappointed as the auditors of the Company for the ensuing year.”
Note that the Audit, Risk and Compliance committee have recommended the reappointment of KPMG Inc. as auditors of the Company.
3. ORDINARY RESOLUTION NUMBER 3
Reappointment of directors
Gareth Mark Ackerman and Hugh Sidney Herman retire in accordance with the Company’s Articles of Association, and, being eligible, offer themselves for re-election. Curricula vitae of those directors standing for re-election are presented here.
Accordingly, to consider and, if deemed fit, to re-elect those directors by way of passing the separate ordinary resolutions set out below:
Ordinary resolution number 3.1
Appointment of Gareth Mark Ackerman as director
“Resolved that Gareth Mark Ackerman be and is hereby elected as a director of the Company.”
Ordinary resolution number 3.2
Appointment of Hugh Sidney Herman as director
“Resolved that Hugh Sidney Herman be and is hereby elected as a director of the Company.”
4. ORDINARY RESOLUTION NUMBER 4
Directors’ fees for the year ending 28 February 2010
“Resolved that the directors’ fees for the year ending 28 February 2010 be as follows:
- Non-executive directors not serving on the
Pick n Pay Stores Limited board, if any, be R50 000 per annum.”
5. SPECIAL RESOLUTION NUMBER 1
General approval to repurchase Company shares
“Resolved that the Company hereby approves, as a general approval contemplated in sections 85 and 89 of the Companies Act 61 of 1973 (as amended) (“Companies Act”), the acquisition by the Company or any of its subsidiaries from time to time of the issued shares of the Company, upon such terms and conditions and in such amounts as the directors of the Company may from time to time determine, but subject to the Articles of Association of the Company, the provisions of the Companies Act and the JSE Limited (“JSE”) Listings Requirements (“JSE Listings Requirements”) as presently constituted and which may be amended from time to time, and provided that acquisitions by the Company and its subsidiaries of shares in the capital of the Company may not, in the aggregate, exceed in any one financial year 5% (five percent) of the Company’s issued share capital of the class of shares acquired from the date of the grant of this general approval.
Additional requirements imposed by the JSE Listings Requirements
It is recorded that the Company may only make a general acquisition of shares if the following JSE Listings Requirements are met:
a. |
any such acquisition of shares shall be effected through the
order book operated by the JSE trading system and done
without any prior understanding or arrangement between
the Company and the counterparty or other manner
approved by the JSE; |
b. |
the general approval shall only be valid until the Company’s
next annual general meeting, provided that it shall not
extend beyond 15 (fifteen) months from the date of passing
of this special resolution; |
c. |
a paid press announcement will be published as soon as the
Company and/or its subsidiaries has/have acquired shares
constituting, on a cumulative basis, 3% (three percent) of
the number of shares of the class of shares acquired in issue
at the time of granting of this general approval and for
each 3% (three percent) in aggregate of the initial number
of that class of shares acquired thereafter, which
announcement shall contain full details of such acquisitions
as required by rule 11.27 of the JSE Listings Requirements; |
d. |
in determining the price at which the Company’s shares are
acquired by the Company or its subsidiaries in terms of
this general approval, the maximum price at which
such shares may be acquired may not be greater than
10% (ten percent) above the weighted average of the
market value at which such shares are traded on the JSE,
as determined over the 5 (five) business days immediately
preceding the date of the acquisition of such shares by the
Company or its subsidiaries; |
e. |
in the case of a derivative (as contemplated in
the JSE Listings Requirements), the price of the derivative
shall be subject to the limitations set out in section 5.84(a)
of the JSE Listings Requirements; and |
f. |
the Company and/or its subsidiaries may not repurchase any
shares during a prohibited period, as defined in the
JSE Listings Requirements, unless the Company and/or its
subsidiaries has in place a repurchase programme, where
dates and quantities of shares to be traded during the
prohibited period are fixed and full details of the
programme have been disclosed in an announcement over
SENS prior to the commencement of the prohibited period. |
Statement by the Board of directors of the Company
Pursuant to, and in terms of, the JSE Listings Requirements, the Board of directors of the Company hereby state that:
a. |
the intention of the directors of the Company is to utilise
the general authority to acquire shares in the capital of the
Company if at some future date the cash resources of the
Company are in excess of its requirements or there are
other good grounds for doing so. In this regard the
directors will take account of, inter alia, an appropriate
capitalisation structure for the Company, the long-term cash
needs of the Company and the interests of the Company; |
b. |
in determining the method by which the Company intends
to repurchase its securities, the maximum number of
securities to be repurchased and the date on which such
repurchase will take place, the directors of the Company
will only make repurchases if at the time of the repurchase
they are of the opinion that: |
|
b.1 |
the Company and its subsidiaries will, after the
repurchase, be able to pay their debts as they become
due in the ordinary course of business for the
12- (twelve) month period following the date of this
notice of the annual general meeting; |
b.2 |
the consolidated assets of the Company and its
subsidiaries, fairly valued and recognised and measured
in accordance with the accounting policies used in the
latest audited financial statements, will, after the
repurchase, be in excess of the consolidated liabilities
of the Company and its subsidiaries for the 12- (twelve)
month period following the date of this notice of the
annual general meeting; |
b.3 |
the issued share capital and reserves of the Company
and its subsidiaries will, after the repurchase, be
adequate for the ordinary business purposes of the
Company and its subsidiaries for the 12- (twelve)
month period following the date of this notice of the
annual general meeting; and |
b.4 |
the working capital available to the Company and its
subsidiaries will, after the repurchase, be adequate for
the ordinary business requirements of the Company
and its subsidiaries for the 12- (twelve) month period
following the date of this notice of the annual general
meeting. |
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Reason and effect of special resolution number 1
The reason for special resolution number 1 is to grant the Company a general authority in terms of the Companies Act for the acquisition by the Company or any of its subsidiaries of shares issued by the Company, which authority shall be valid until the earlier of the next annual general meeting of the Company or the variation or revocation of such general authority by special resolution by any subsequent general meeting of the Company, provided that the general authority shall not extend beyond 15 (fifteen) months from the date of this annual general meeting. The passing and registration of this special resolution will have the effect of authorising the Company and/or any of its subsidiaries to acquire shares issued by the Company.
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