The 30th annual general meeting (“annual general meeting”) of shareholders of Pick n Pay Holdings Limited (“the Company”) for the year ended 28 February 2011 will be held at 10h00, or as soon as the annual general meeting for Pick n Pay Stores Limited is completed, on Friday, 10 June 2011. Registration for attendance at the annual general meeting will commence at 08h30.

The venue for the annual general meeting will be the registered office of the Company, situated at Pick n Pay Office Park, 101 Rosmead Avenue, Kenilworth, Cape Town.

ELECTRONIC PARTICIPATION IN THE ANNUAL GENERAL MEETING

Please note that the Company intends to make provision for shareholders of the Company, or their proxies, to participate in the annual general meeting by way of electronic communication. In this regard, the Company intends making video-conferencing facilities available at the following two locations –

• The Conference Centre at Pick n Pay Office Park, 101 Rosmead Avenue, Kenilworth, Cape Town (which is the location for the annual general meeting); and
• The Conference Centre at Pick n Pay Office Park, 2 Allum Road, Kensington, Johannesburg.

Should you wish to participate in the annual general meeting by way of electronic communication as aforesaid, you, or your proxy, will be required to attend at either of the above-mentioned locations on the date of the annual general meeting. Both of the above-mentioned locations will be linked to each other by means of a real-time video feed on the date of, and from the time of commencement of, the annual general meeting. The real-time video feed will enable all persons to participate electronically in the annual general meeting in this manner and to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the annual general meeting.

Please note that the cost of the video conferencing facilities described will be for the account of the Company.

The Board of directors of the Company has determined that the record date for the purpose of determining which shareholders of the Company are entitled to receive notice of the 30th annual general meeting was Friday, 13 May 2011 and the record date for purposes of determining which shareholders of the Company are entitled to participate in and vote at the annual general meeting is 27 May 2011. Accordingly, only shareholders who are registered in the register of members of the Company on 27 May 2011 will be entitled to participate in and vote at the annual general meeting.

Until the Companies Act, No. 71 of 2008, as amended (“the 2008 Companies Act”), came into effect on 1 May 2011, the Memorandum of Incorporation (“MOI”) of the Company comprised its Memorandum of Association and its Articles of Association. On the date that the 2008 Companies Act came into effect, the Memorandum of Association and Articles of Association of the Company automatically converted into the Company’s MOI. Accordingly, for consistency of reference in this notice of annual general meeting, the term “MOI” or “Memorandum of Incorporation” is used throughout to refer to the Company’s Memorandum of Incorporation (which previously comprised the Company’s Memorandum of Association and its Articles of Association, as aforesaid).

All references in this notice of annual general meeting (including all of the ordinary and special resolutions contained herein) to the Company’s MOI refer to provisions of that portion of the Company’s MOI that was previously called the Company’s Articles of Association.

The purpose of the annual general meeting is for the following business to be transacted and for the following special and ordinary resolutions to be proposed:

1. ORDINARY RESOLUTION NUMBER 1

Approval of annual financial statements

In terms of item 2(7) of Schedule 5 of the 2008 Companies Act read with section 286 of the Companies Act, No 61 of 1973, as amended, the annual financial statements of the Company and its subsidiaries for the year ended 28 February 2011, are hereby adopted.

The minimum percentage of voting rights that is required for this resolution to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on the resolution.

2. ORDINARY RESOLUTION NUMBER 2

Appointment of auditors

“RESOLVED AS AN ORDINARY RESOLUTION that KPMG Inc. are hereby reappointed as the auditors of the Company, and Mr P Farrand is hereby reappointed as the designated auditor to hold office for the ensuing year.”

Note that the Audit committee have recommended the reappointment of KPMG Inc. as auditors of the Company with Mr P Farrand as designated auditor.

The minimum percentage of voting rights that is required for this resolution to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on the resolution.

3. ORDINARY RESOLUTION NUMBER 3

Reappointment and appointment of directors

W Ackerman and RP de Wet retire in accordance with the Company’s MOI, and, being eligible, offer themselves for re-election. Curricula vitae of those directors standing for re-election are presented here.

J van Rooyen has been appointed by the Board of directors of the Company to the Board of directors of the Company and is nominated for election by shareholders as a director of the Company. His curriculum vitae is presented here.

Accordingly, to consider and, if deemed fit, to re-elect/elect those directors by way of passing the separate ordinary resolutions set out below:

Ordinary resolution number 3.1

Appointment of Wendy Ackerman as director

“Resolved that Mrs W Ackerman be and is hereby elected as a director of the Company.”

Ordinary resolution number 3.2

Appointment of Rene de Wet as director

“Resolved that RP de Wet be and is hereby elected as a director of the Company.”

Ordinary resolution number 3.3

Appointment of Jeff Van Rooyen as director

“Resolved that J van Rooyen be and is hereby elected as a director of the Company.”

The minimum percentage of voting rights that is required for each of resolutions 3.1 to 3.3 to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on each resolution.

4. ORDINARY RESOLUTION NUMBER 4

Appointment of Audit committee members for the year ending 28 February 2012.

“RESOLVED AS AN ORDINARY RESOLUTION that RP de Wet (Chairman), HS Herman and J van Rooyen be appointed as the Company’s Audit committee members for the year ending 28 February 2012.”

The minimum percentage of voting rights that is required for this resolution to be adopted is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on the resolution.

5. SPECIAL RESOLUTION NUMBER 1

Directors’ fees for the year ending 28 February 2012

“RESOLVED AS A SPECIAL RESOLUTION that the directors’ fees, to be paid to the directors in their capacity as directors only, for the year ending 28 February 2012, be as follows:

• Non-executive directors not serving on the Pick n Pay Stores Limited Board, if any, be unchanged at R53 000 per annum.”

The reason for this special resolution is to obtain shareholder approval for the remuneration of each of the directors of the Company for the year ending 28 February 2012 in accordance with section 66(9) of the 2008 Companies Act. The passing of this special resolution will have the effect of approving the remuneration of each of the directors of the Company for the year ending 28 February 2012 in accordance with section 66(9) of the 2008 Companies Act.

The minimum percentage of voting rights that is required for this resolution to be adopted is 75% (seventy-five) of the voting rights to be cast on the resolution.