Annual financial statements

Notice of AGM

Pick n Pay Holdings Limited

Divisional directors
Pick n Pay Stores Limited –
- Notice of AGM
  Form of proxy
Pick n Pay Holdings Limited –
- Notice of AGM
  Form of proxy

8. ORDINARY RESOLUTION NUMBER 6

General authority to issue shares or other equities for cash

“RESOLVED AS AN ORDINARY RESOLUTION that 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, No. 71 of 2008, as amended, the Memorandum of Incorporation 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.

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

9. ORDINARY RESOLUTION NUMBER 7

Amendments to the trust deed of the Pick n Pay 1997 Share Option Scheme

“RESOLVED AS AN ORDINARY RESOLUTION that the trust deed in respect of the “Pick n Pay 1997 Share Option Scheme” (“the Scheme”) is amended in order to eliminate any discount to the exercise price of options over shares to be granted in respect of the Scheme to participants in the Scheme and to align the terms of the Scheme with the Listings Requirements of the JSE insofar as concerns the number of shares of the Company which are subject to the Scheme and which may be acquired in terms of the Scheme and other ancillary matters required by Schedule 14 of the Listings Requirements of the JSE.”

A copy of the proposed deed of amendment to the trust deed of the Scheme is available for inspection during normal business hours at the registered office of the Company, situated at Pick n Pay Office Park, 101 Rosmead Avenue, Kenilworth, Cape Town,7708.

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

10. ORDINARY RESOLUTION NUMBER 8

Directors’ authority to implement special and ordinary resolutions

“RESOLVED AS AN ORDINARY RESOLUTION 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.”

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.

11. SPECIAL RESOLUTION NUMBER 3

Amendment to the MOI of the Company

The board of directors of the Company believes that an amendment to the MOI of the Company is required for commercial reasons, so as to remove the existing limitation on the borrowing powers of the Company and its subsidiaries.

“RESOLVED AS A SPECIAL RESOLUTION that the Memorandum of Incorporation of the Company be and is hereby amended by the deletion of the existing article 45(2) and the replacement thereof with the following new article 45(2):

45(2) The directors shall procure (but as regards subsidiary companies of the Company, only insofar as, by the exercise of voting and other rights or powers of control exercisable by the Company, they are able to procure same) that the aggregate principal amount at any one time outstanding in respect of monies borrowed or raised by the Company and all its subsidiary companies for the time being (excluding monies borrowed or raised by any of such companies from any other of such companies) shall not exceed the limit on the total borrowings of the company and its subsidiaries imposed by resolution of the directors at any time and from time to time. The directors, by resolution, shall if they have at any time imposed a limit on such total borrowings, be entitled to raise or lower such limit on the total future borrowings of the Company and its subsidiaries at any time and from time to time.”

The borrowing powers of the Company and its subsidiaries are limited by the current article 45(2) of the Company’s MOI. The reason for this special resolution is to amend the MOI of the Company to remove the existing limitation on the directors’ rights to exercise the borrowing powers of the Company and its subsidiaries. It should be noted that the existing limitation on the Company’s borrowing powers and those of its subsidiaries is unusually restrictive. The passing and filing of this special resolution will have the effect of amending the MOI of the Company to remove the limitation on the directors’ rights to exercise the borrowing powers of the Company and its subsidiaries as set out in the terms of the special resolution. The passing of this special resolution is not intended to be and is not a harmonisation of any part of the Company’s MOI in accordance with the 2008 Companies Act, whether in terms of item 4(2)(a) of Schedule 5 of the 2008 Companies Act or otherwise and this special resolution is being proposed for commercial reasons only, to facilitate the Company and its subsidiaries being able to borrow money or issue debt instruments as and when the need arises. In this regard, the primary reason for the passing and filing of this special resolution now is to amend the MOI of the Company to enable the Company’s subsidiary, Pick n Pay Stores Limited (“Stores”) to implement and utilise the R2 billion Domestic Medium Term Note Programme that was listed on the JSE Securities Exchange on 11 March 2011 in terms of a Programme Memorandum dated 10 March 2011 (“the Note Programme”). Stores wishes to implement and utilise the Note Programme in order to raise finance on an ongoing basis and the Company is in favour of this Note Programme. It should be noted that the issuance of debt securities by a company, as will be done in terms of the Note Programme, is usual commercial practice. The directors of Stores, in the exercise of their duties, will only utilise those of their borrowing powers as are required to meet the needs of Stores. The board of directors of the Company has not, as at the date of this notice of annual general meeting, imposed a limit on the total borrowings of Stores or the other subsidiaries of the Company, should this special resolution be passed. If this special resolution is passed, the board of directors of the Company will be entitled to impose, raise or lower a limit on the total borrowings of the Company and its subsidiaries at any time and from time to time. In order for the amendment of the Company’s MOI as set out in this special resolution to be of any real effect in the case of Pick n Pay Stores Limited, a similar special resolution is required to be passed at the annual general meeting of the shareholders of Pick n Pay Stores Limited to be held on the same date as the Company’s annual general meeting, removing the current limitation on borrowing powers contained in the MOI of Pick n Pay Stores Limited.

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