Summary of new Memorandum of Incorporation

Pick n Pay Holdings Limited

(the “Company”)

 

Clause numbers

 

Summary 

 

Clause 11 

 

The Company shall permit Securities to be held by one Person for the Beneficial Interest of another, but the Holder (other than a Central Securities Depositary Participant) shall be obliged to advise the Company of this, in writing, within 14 (fourteen) days. 

 
 

Clause 12 

 

The Company is not entitled to take any lien over any Securities issued by it. 

 
 

Clause 14 

 

The Company may pay commission not exceeding 10% (ten per cent) of the subscription price at which Securities of the Company are issued to any Person in consideration of such Person subscribing or agreeing to subscribe for any Securities. 

 
 

Clause 15 

 

There is no restriction on the transfer of Securities. 

 
 

Clause 18 

 

The Company shall notify the Holders and the holders of Beneficial Interests of the publication of any Annual Financial Statements of the Company, and shall set out the steps for the Holders to obtain a copy of those Financial Statements. If a Holder or holder of Beneficial Interests demands a copy of the annual Financial Statements, the Company shall make same available, free of charge. 

 
 

Clause 20 

 

The Company must hold a Shareholders’ Meeting if it is required by the Companies Act or by the MOI to refer a matter to Holders for decision, and whenever required to elect a director to fill a vacancy on the Board (other than by the Board).

The Company can conduct a Shareholders’ Meeting by Electronic Communication, subject to the provisions of the Companies Act.

The quorum necessary for the commencement of a Shareholders’ Meeting shall be sufficient Persons present to exercise at least 25% (twenty five per cent) of all of the Voting Rights that are entitled to be exercised in respect of at least one matter to be decided at the Shareholders’ Meeting but the Shareholders’ Meeting may not begin unless in addition at least 3 (three) Persons entitled to vote are Present and, if the Company is a subsidiary, those constituting the quorum must include its holding company.

If within 1 (one) hour from the time appointed for the Shareholders’ Meeting to commence, a quorum is not present or if the quorum requirements cannot be achieved for any one or more matter, the Shareholders’ Meeting shall be postponed for 3 (three) hours on the same day of the Shareholders’ Meeting, and if at such adjourned Shareholders’ Meeting a quorum is not present within 10 (ten) minutes from the time appointed for the Shareholders’ Meeting then the Person/s entitled to vote Present shall be deemed to be the requisite quorum.

After a quorum has been established for a Shareholders’ Meeting, the meeting may continue as long as at least one Person with Voting Rights entitled to be exercised at the meeting is Present.

The chairperson, if any, of the Board shall preside as Chairperson at every Shareholders’ Meeting, unless the chairperson elects to delegate that function to another Director.

At any Shareholders’ Meeting a resolution put to the vote shall be decided on a show of hands, unless before or on the declaration of the result of the show of hands a poll shall be demanded by not less than 5 (five) Persons having the right to vote on that matter, or a Person/s entitled to exercise not less than 1/10th (one tenth) of the total Voting Rights entitled to vote on that matter, or the chairperson. In the case of an equality of votes, the chairperson shall not be entitled to a second or casting vote.

An Ordinary Resolution, save to the extent expressly provided in respect of an particular matter contemplated in the MOI, shall require to be adopted with the support of more than 50% (fifty per cent) of the Voting Rights exercised on the resolution. A Special Resolution shall require to be adopted with the support of at least 75% (seventy five per cent) of the Voting Rights exercised on the resolution. For so long as the Company is listed on the JSE, if any of the Listings Requirements require an ordinary resolution to be passed with a 75% (seventy five per cent) majority, the resolution shall instead be required to be passed by a Special Resolution. 

 
 

Clause 22 

 

The minimum number of Directors shall be 4 (four) and the maximum 13 (thirteen).

At each Annual General Meeting 1/3 (one third) of the Directors shall retire from office. The Directors so to retire at each Annual General Meeting shall be those who have been longest in office since their last election. As between Directors of equal seniority, the Directors to retire shall, in the absence of agreement, be selected from among them by lot. Retiring Directors shall be eligible for re-election. No Person other than a Director retiring at the Meeting shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any Annual General Meeting unless, not less than 7 (seven) days nor more than 14 (fourteen) days before the day appointed for the Meeting, the secretary has received notice In Writing by a Holder duly qualified to be present and vote at the Meeting of the intention of the Holder to propose such Person for election and also notice In Writing signed by the Person to be proposed of her/his willingness to be elected. If at any Annual General Meeting, the place of any retiring Director is not filled, she/he shall if willing continue in office until the dissolution of the Annual General Meeting in the next year, and so on from year to year until her/his place is filled, unless it shall be determined at such Meeting not to fill such vacancy.

Any vacancy occurring on the Board may be filled by the Board, but the Individual so appointed shall cease to hold office at the termination of the first Shareholders’ Meeting to be held after the appointment of such Individual as a Director unless she/he is elected at such Shareholders’ Meeting.

Save as set out above, each of the Directors and the Alternate Directors, shall be elected (which in the case of a vacancy arising shall take place at the next Annual General Meeting), as follows:

  • a series of votes of those entitled to exercise votes regarding such election, each of which is on the candidacy of a single individual to fill a single vacancy, with the series of votes continuing until all vacancies on the Board at that time have been filled; and
  • in each vote to fill a vacancy:
    • each Voting Right entitled to be exercised may be exercised once; and
    • the vacancy is filled only if a majority of the Voting Rights exercised support the candidate.

A Director or Alternate Director so elected shall serve for a term of 3 (three) years. An Alternate Director shall serve in the place of 1 (one) or more Director/s named in the resolution electing her/him during the Director’s/s’ absence or inability to act as Director. If a Person is an Alternate Director to more than 1 (one) Director or if an Alternate Director is also a Director, she/he shall have a separate vote, on behalf of each Director she/he is representing in addition to her/his own vote, if any.

No individual Director shall be entitled to appoint any Person as an Alternate Director to himself/herself but the Board shall be entitled to appoint Alternate Directors provided that they do not constitute more than 50% (fifty percent) of all Alternate Directors in office.

There are no general qualifications prescribed by the Company for a Person to serve as a Director or an Alternate Director in addition to the requirements of the Companies Act.

All acts done by the Board or by any Board committee, or by any Person acting as a Director shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of the Director/s or Person acting as aforesaid, or that they or any of them were disqualified or had vacated office or were not qualified to vote, be as valid as if every such Director/Person had been duly appointed and was qualified to be and to act and vote as a Director.