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Pick n Pay Stores Group

Directors' report

for the period ended 3 March 2013

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

The shareholders resolved, in terms of the provisions of section 45 of the Companies Act 2008, that the Company may from time to time provide direct or indirect financial assistance to any director, prescribed officer, related company, inter-related company or member of a related or inter-related company on such terms and conditions as determined by the Board.

General approval to repurchase Company shares

Shareholders resolved that the Company or any of its subsidiaries may acquire issued shares of the Company or its holding company, upon such terms and conditions and in such amounts as the directors of the Company may determine from time to time.

Acquisition of such shares is subject to the Memorandum of Incorporation of the Company, the provisions of the Companies Act, No. 71 of 2008, as amended and the Listings Requirements of JSE Limited (JSE), provided further that acquisitions of shares in the Company by the Company and its subsidiaries may not, in the aggregate, exceed in any one financial year 5% of the Company's issued share capital.

Directors and secretary

Richard Brasher was appointed Chief Executive Officer in 2013 and in terms of the Companies Act and the Company's Memorandum of Incorporation, offers himself for election as an executive director of the Company.

Alex Mathole resigned with effect from 28 February 2013 to take up an executive position with a major supplier to the Group.

In terms of the Company's Memorandum of Incorporation the directors listed below retire by rotation and they offer themselves for re-election.

Executive
Suzanne Ackerman-Berman
Jonathan Ackerman

Independent non-executive
Lorato Phalatse

Information pertaining to the directors and the Company Secretary appear here.

Holding company

The holding company is Pick n Pay Holdings Limited (listed on the JSE).

Directors' interest in shares

The directors' interest in shares is their effective direct shareholding in the Company (excluding treasury shares) and their effective indirect shareholding through Pick n Pay Holdings Limited (excluding treasury shares). For further details refer to the remuneration report here.

Subsidiary companies

Details of subsidiary companies are presented in note 5 of the Company annual financial statements.

Borrowings

The Group's overall level of debt (including bank overdrafts and overnight borrowings) increased from R1 464.5 million to R2 729.6 million. This increase is largely due to the adoption of the 52-week financial reporting period. The change in reporting date cut-off resulted in an increase in bank overdraft of R1 059.2 million. There has been no change in net working capital due to the adoption of the 52-week financial reporting period.

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