Notice of annual general meeting

Pick n Pay Holdings Limited

 

The 31st annual general meeting (annual general meeting) of shareholders of Pick n Pay Holdings Limited (the Company) for the year ended 29 February 2012 will be held at 09:30, or as soon as the annual general meeting for Pick n Pay Stores Limited is completed, on Friday, 15 June 2012. Registration for attendance at the annual general meeting will commence at 08:00.

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, 7708.

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:

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 31st annual general meeting was Friday, 11 May 2012 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 Friday, 8 June 2012. Accordingly, only shareholders who are registered in the register of members of the Company on Friday, 8 June 2012 will be entitled to participate in and vote at the annual general meeting.

Until the South African 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. Under the 2008 Companies Act the MOI will be a single document. 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.

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.

 

To present the audited Annual Financial Statements, the directors’ report and the audit committee report of the Company for the year ended 29 February 2012.

In terms of the 2008 Companies Act, the Audited Financial Statements will be presented to the shareholders together with the directors’ report and audit committee report. The audited Annual Financial Statements, the directors’ report and the audit committee report of the Company and its subsidiaries, are set out in the Company’s Annual Financial Statements.

The Annual Financial Statements are available on our website at www.picknpay-ir.co.za. A printed copy will be provided on request, please email Debra Muller at demuller@pnp.co.za for assistance.

   

2.

 

ORDINARY RESOLUTION NUMBER 1

Appointment of auditors

“RESOLVED AS AN ORDINARY RESOLUTION that KPMG Inc. are hereby reappointed as the auditors of the Company.”

Note that the audit committee have recommended the reappointment of KPMG Inc. as auditors of the Company.

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

   

3.

 

ORDINARY RESOLUTION NUMBER 2

Reappointment and appointment of directors

RD Ackerman retires in accordance with the Company’s MOI and, being eligible, offers himself for re-election. His curriculum vitae is presented here.

RP de Wet retires in accordance with the Company’s MOI and, being eligible, offers himself for re-election. His curriculum vitae is presented here.

Accordingly, shareholders are requested to consider and, if deemed fit, to re-elect Raymond Ackerman and René de Wet by way of passing the separate ordinary resolutions set out below:


ORDINARY RESOLUTION NUMBER 2.1

Appointment of Raymond Ackerman as director

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


ORDINARY RESOLUTION NUMBER 2.2

Appointment of René de Wet as director

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

The minimum percentage of voting rights that is required for each of resolutions 2.1 and 2.2 to be approved is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on each resolution.

   

4.

 

ORDINARY RESOLUTION NUMBER 3

Appointment of audit committee members for the year ending 28 February 2013.


ORDINARY RESOLUTION NUMBER 3.1

Appointment of RP de Wet as a member of the audit committee

“Resolved that RP de Wet be and is hereby elected as a member of the audit committee of the Company for the year ending 28 February 2013, subject to his re-election as a director of the Company in terms of Ordinary Resolution 2.2.”


ORDINARY RESOLUTION NUMBER 3.2

Appointment of J van Rooyen as a member of the audit committee

“Resolved that J van Rooyen be and is hereby elected as a member of the audit committee of the Company for the year ending 28 February 2013.”


ORDINARY RESOLUTION NUMBER 3.3

Appointment of HS Herman as a member of the audit committee

“Resolved that HS Herman be and is hereby elected as a member of the audit committee of the Company for the year ending 28 February 2013.”

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

   

5.

 

ADVISORY VOTE

Remuneration report for the year ended 29 February 2012

The directors table the remuneration report for the year ended 29 February 2012, as set out in the financial statements accompanying this notice of annual general meeting found here.

As a non-binding advisory vote, “it is hereby resolved that the remuneration report is approved.”

As this is not a matter that is required to be resolved or approved by shareholders, no minimum voting threshold is required. Nevertheless, for record purposes, the minimum percentage of voting rights that is required in favour of the remuneration report is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast.