Notice of annual general meeting
Pick n Pay Holdings Limited

8. ORDINARY RESOLUTION NUMBER 7

Specific authority over unissued shares for purposes of the Pick n Pay 1997 Share Option Scheme,
as amended

“Resolved that so many unissued ordinary shares of R0.0125 each in the capital of the Company as are necessary, from time to time, to implement the terms and provisions of the Pick n Pay 1997 Share Option Scheme, as amended (the Share Scheme), be and they are hereby placed under the control of the directors of the Company, who are specifically authorised in terms of section 221(2) and for purposes of section 222 of the Companies Act, subject to the limits contained in the rules of the Share Scheme, to allot and issue from time to time all or any of such shares in accordance with the terms and conditions of the Share Scheme.”

The terms and conditions of the Share Scheme (including all amendments thereto) have already been approved by the shareholders of the Company in general meeting and the purpose of this resolution is to grant the directors of the Company the specific authority to allot and issue so many of the unissued ordinary shares of R0.0125 as are necessary to implement the terms and provisions of the Share Scheme from time to time in the future, without having to again obtain authority from the shareholders of the Company each year in order to do so.

9. ORDINARY RESOLUTION NUMBER 8

General authority to issue shares or other equities for cash

“Resolved that, subject to not less than 75% (seventy-five percent) of the votes cast by those shareholders of the Company present in person or represented by proxy to vote at this annual general meeting voting in favour of this ordinary resolution, the directors of the Company be and are hereby authorised by way of a general authority to issue (which shall for the purpose of the JSE Listings Requirements include the sale of treasury shares) for cash (as contemplated in the JSE Listings Requirements) all or any of the authorised but unissued shares in the capital of the Company, including options and convertible securities, as and when they in their discretion deem fit, subject to the Companies Act, the articles of association of the Company and the JSE Listings Requirements as presently constituted and which may be amended from time to time, and provided that such issues for cash may not, in the aggregate, in any 1 (one) financial year, exceed 5% (five percent) of the number of the shares of the relevant class of shares issued prior to such issue.”

Additional requirements imposed by the JSE Listings Requirements

It is recorded that the Company may only make an issue of shares for cash if the following JSE Listings Requirements are met:

a.

the shares, which are the subject of the issue for cash, must be of a class already in issue, or where this is not the case, must be limited to such shares or rights that are convertible into a class already in issue;

b.

the general authority shall only be valid until the Company’s next annual general meeting or for 15 (fifteen) months from the date of passing of this ordinary resolution, whichever period is shorter;

c.

a paid press announcement will be published giving full details, including the number of shares issued, the average discount to the weighted average traded price of the shares over the 30 days prior to the date that the price of the issue was agreed in writing between the Company and party/ies subscribing for such shares and the effect on the net asset value per share, net tangible asset value per share, earnings per share and headline earnings per share, at the time of any issue representing, on a cumulative basis within 1 (one) financial year, 5% (five percent) or more of the number of shares in issue prior to that issue in accordance with the JSE Listings Requirements;

d.

that issues in the aggregate in any 1 (one) financial year may not exceed 5% (five percent) of the number of the shares of the Company in issue of that class of equity securities before such issue, taking into account the dilution effect of convertible equity securities and options in accordance with the JSE Listings Requirements;

e.

in determining the price at which an issue of shares may be made in terms of this general authority, the maximum discount permitted will be 10% (ten percent) of the weighted average traded price on the JSE of those shares measured over the 30 (thirty) business days prior to the date that the price of the issue is agreed to between the Company and the party/ies subscribing for the shares; and

f.

any issue will only be made to “public shareholders” as defined by the JSE Listings Requirements and not to “related parties”.


10. ORDINARY RESOLUTION NUMBER 9

Directors’ authority to implement Company resolutions

“Resolved that each and every director of the Company be and is hereby authorised to do all such things and sign all such documents as may be necessary for or incidental to the implementation of the resolutions passed at this meeting.”


11. TO TRANSACT SUCH OTHER BUSINESS THAT MAY BE TRANSACTED AT AN ANNUAL
GENERAL MEETING

General instructions and information

The annual report to which this notice of annual general meeting is attached provides details of:

There are no material changes to the Group’s financial or trading position, nor are there any material, legal or arbitration proceedings (pending or threatened) that may affect the financial position of the Group between 28 February 2010 and the reporting date.

The directors, whose names are given on page 13 of the annual report, 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 facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the annual report and this notice contains all information required by law and the JSE Listings Requirements.

All shareholders are encouraged to attend, speak and vote at the annual general meeting.

If you hold certificated shares (i.e. have not dematerialised your shares in the Company) or are registered as an own name dematerialised shareholder (i.e. have specifically instructed your Central Securities Depository Participant (CSDP) to hold your shares in your own name on the Company’s subregister) then:

  • you may attend and vote at the annual general meeting; alternatively
  • you may appoint a proxy to represent you at the annual general meeting by completing the attached form of proxy and returning it to the registered office of the Company or to the transfer secretaries, Computershare Investor Services (Proprietary) Limited, the details of which are set out here, by no later than 10h00 on Wednesday, 16 June 2010, being 48 hours prior to the time appointed for the holding of the annual general meeting.

If you are the owner of dematerialised shares (i.e. have replaced the paper share certificates representing the shares with electronic records of ownership under the JSE’s electronic settlement system, Share Transactions Totally Electronic (STRATE)) held through a CSDP or broker and are not registered as an “own name dematerialised shareholder”, then you are not a registered shareholder of the Company, but your CSDP or broker (or their nominee) would be.

Accordingly, in these circumstances, subject to the mandate between yourself and your CSDP or broker (or their nominee), as the case may be:

  • if you wish to attend the annual general meeting you must contact your CSDP or broker (or their nominee), as the case may be, and obtain the relevant letter of representation from it; alternatively
  • if you are unable to attend the annual general meeting but wish to be represented at the meeting, you must contact your CSDP or broker (or their nominee), as the case may be, and furnish it with your voting instructions in respect of the annual general meeting and/or request it to appoint a proxy. You should not complete the attached form of proxy. The instructions must be provided in accordance with the mandate between yourself and your CSDP or broker, as the case may be, within the time period required by your CSDP or broker, as the case may be.

CSDPs, brokers or their nominees, as the case may be, recorded in the Company’s subregister as holders of dematerialised shares held on behalf of an investor/beneficial owner in terms of STRATE should, when authorised in terms of their mandate or instructed to do so by the owner on behalf of whom they hold dematerialised shares in the Company, vote by either appointing a duly authorised representative to attend and vote at the annual general meeting or by completing the attached form of proxy in accordance with the instructions thereon and returning it to the registered office of the Company or to the transfer secretaries, Computershare Investor Services (Proprietary) Limited, the details of which are set out here, by no later than 10h00 on Wednesday,
16 June 2010, being 48 hours prior to the time appointed for the holding of the annual general meeting.


By order of the Board



G F Lea
Company Secretary

Cape Town
10 May 2010

 

 

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