SPACIAL RESOLUTION NUMBER 1

New Memorandum of Incorporation

“RESOLVED AS A SPECIAL RESOLUTION to abrogate in its entirety the Company’s existing Memorandum of Incorporation and to replace it with a new Memorandum of Incorporation (a draft of which has been tabled at the annual general meeting and initialled by the chairperson of the annual general meeting for identification purposes).”

A summary of the salient features (which in the Company’s view might be thought to be material) of the proposed new MOI is set out here of the Integrated Annual Report to assist shareholders to make a considered assessment in deciding how to vote.

Shareholders are alerted to their rights in terms of Section 164 read with Section 37(8) of the Companies Act in terms of which, if any of the amendments proposed in the new MOI will materially and adversely alter the preferences, rights, limitations or other terms of the Company’s shares, then at any time before this resolution is to be voted on, a dissenting shareholder may give the Company a written notice objecting to this resolution and such dissenting shareholder will have the rights more fully set out in Section 164 of the Companies Act. A copy of the relevant portions of Section 164 of the Companies Act is set out here of this Integrated Annual Report. The Company has not, in preparing the summary of the salient features of the proposed new MOI, considered which, if any, of the changes to be made by the proposed new MOI to the existing MOI might be considered by shareholders to be adverse as contemplated in Section 164 of the Companies Act. Shareholders should conduct their own detailed analysis and comparison of the Company’s existing MOI and the proposed new MOI.

The full text of the proposed new MOI and a copy of the existing MOI are available on the Company website at www.picknpay-ir.co.za. Alternatively shareholders can request a copy of the proposed new MOI to be posted to them or emailed to them by contacting Debra Muller by telephone on 021 658 1000, or by email at demuller@pnp.co.za, or by post at PO Box 23087, Claremont, 7735.

The reason for special resolution number 1 is to bring the Company’s incorporation documents into harmony with the provisions of the 2008 Companies Act and to deal with the effect of the 2008 Companies Act. The Company has also used this opportunity to thoroughly review of the contents of the existing MOI and to update, amend or omit parts thereof as necessary, unrelated to the introduction of the 2008 Companies Act. The passing of this special resolution will have the effect of replacing the Company’s existing MOI with the new MOI referred to in special resolution number 1.

SPECIAL RESOLUTION NUMBER 2

Directors’ fees for the year ending 28 February 2013

“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 2013 (alternatively for the year ending 29 February 2012 as applicable), be as follows:

• Executive directors, unchanged at R1 500.
• Chairman, from R3 000 000 to R3 450 000.
• Lead non-executive director, from R95 000 to R100 000.
• Non-executive directors, from R280 000 to R300 000.
• Chairman of the audit committee, from R235 000 to R250 000.
• Chairman of the remuneration committee, from R120 000 to R130 000.
• Member of the audit committee, from R95 000 to R100 000.
• Member of the remuneration committee, from R60 000 to R65 000.
• Member of the nominations committee from R53 000 to R60 000.
• Member of the social and ethics committee (for the year ending 29 February 2012) at R13 250.
• Member of the social and ethics committee at R65 000.
• Member of the corporate finance committee (for the year ending 29 February 2012) at R50 000.
• Chairman of the corporate finance committee at R150 000.
• Member of the ad hoc corporate finance committee at R100 000.

The reason for special resolution number 2 is to obtain shareholder approval for the remuneration of each of the directors of the Company 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 2013 (alternatively for the year ending 29 February 2012 as applicable), 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 approved is 75% (seventy-five percent) of the voting rights to be cast on the resolution.

SPECIAL RESOLUTION NUMBER 3

Provision of financial assistance to related or inter-related companies and others

“RESOLVED AS A SPECIAL RESOLUTION that in terms of and subject to the provisions of section 45 of the Companies Act, the shareholders of the Company hereby approve, as a general approval (subject to the requirements of the Company’s Memorandum of Incorporation and the Companies Act from time to time) and subject to compliance with Section 45 of the Companies Act at any time and from time to time, the provision by the Company of any direct or indirect financial assistance as contemplated in Section 45 of the Companies Act, to a director or prescribed officer of the Company or of a related or inter-related company, or to any 1 (one) or more related or inter-related companies, or to a member of a related or inter-related company or corporation on such terms and conditions as the board of directors of the Company, or any 1 (one) or more persons authorised by the board of directors of the Company from time to time for such purpose, may deem fit, in the form, nature and extent, and for the amounts that the Board of directors of the Company, or any 1 (one) or more persons authorised by the Board of directors of the Company from time to time for such purpose, may determine from time to time. To the extent which the Companies Act requires any other approval by the shareholders of the Company pursuant to the provision of financial assistance, such approval is hereby granted. This general authority will be valid up to and including the day before the second anniversary of this special resolution being adopted or until superseded by another special resolution, whichever period is shorter.”

NOTES ON THE INTERPRETATION OF SPECIAL RESOLUTION NUMBER 3:

• “financial assistance” will have the meaning attributed to it in Section 45(1) of the 2008 Companies Act; and
• “related” and “inter-related” will have the meanings so attributed in Section 2 of the 2008 Companies Act.

The reason for this special resolution is to obtain shareholder approval for financial assistance, when the need arises, to any director or prescribed officer of the Company, as well as to any related or inter-related companies in accordance with Section 45 of the 2008 Companies Act.

This special resolution will allow the Company to continue to operate as it has in the past, providing financial assistance to companies within the Pick n Pay Group, on the basis of certain day-to-day operational decisions where the Company previously was not required to obtain shareholders’ approval or consent.

In addition, this special resolution allows the Company to continue with its existing policy of providing financial assistance to directors and prescribed officers or members or related persons. The existing policy is limited to housing loans to executives and management of the Group. In terms of this policy, no loans are extended to non-executive directors or to related parties. All loans are secured against the employee’s retirement funding. The summary contained in note 12 to the Annual Financial Statements, summarises the policy as follows: “Loans to directors and employees are secured, bear interest at varying rates subject to a maximum rate of 8% (2011: 8%) and have varying repayment terms.” The Company does not intend to amend this policy in the foreseeable future.

The passing of this special resolution will have the effect of the Company having the necessary authority to provide financial assistance to the persons contemplated in this special resolution as and when required to do so and to confer the necessary authority on the board of directors of the Company to authorise financial assistance to:

• a director or prescribed officer of the Company or of a related or inter-related company; or
• any 1 (one) or more related or inter-related company, or to a member of a related or inter-related company or corporation,

generally as the Board of directors of the Company may deem fit, on the terms and conditions, and for the amounts that the Board of directors of the Company may determine from time to time. The granting of the general authority would obviate the need to refer each instance of provision of financial assistance for shareholder approval in the circumstances contemplated in this special resolution. This general authority would assist the Company with, inter alia, making financial assistance available to directors or prescribed officers in terms of existing Company policy, as well as inter-company loans to subsidiaries of the Company, or inter-related companies, as well as granting letters of support and guarantees in appropriate circumstances. This would avoid undue delays and attendant adverse financial impact on subsidiaries, or related or inter-related companies, as it would facilitate the expeditious conclusion of negotiations.

If this special resolution is approved by the shareholders of the Company, thereby conferring general authority on the Board of directors of the Company to authorise financial assistance as contemplated above, then the Board of directors of the Company shall not adopt any resolution to authorise such financial assistance as contemplated in this special resolution unless the Board of directors of the Company:

• is satisfied that immediately after providing such financial assistance, the Company will satisfy the solvency and liquidity test as referred to in Section 45(3)(b)(i) of the Companies Act; and
• is satisfied that the terms under which such financial assistance is proposed to be given are fair and reasonable to the Company as contemplated in Section 45(3)(b)(ii) of the Companies Act; and
• has ensured that, to the extent which may be applicable, any conditions or restrictions in respect of the granting of financial assistance set out in the Company’s MOI have been satisfied as contemplated in Section 45(4) of the Companies Act.

This special resolution does not authorise the provision of financial assistance to a person related to a member of a related or inter-related company.

In the circumstances and for the purposes contemplated above, it is necessary to obtain the approval of the shareholders, as set out in this special resolution.

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