SHARE CAPITAL

The Company can issue new shares to settle its obligation under its employee share schemes, but any issues in this regard are limited, in the aggregate, to 5% of total issued share capital (currently 24 019 866 shares). To date, 9 615 000 shares have been issued, resulting in 14 751 116 shares remaining for this purpose.

The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings of the company.

The movement in the number of shares in issue in the current period for Pick n Pay Stores Limited was as a result of 6 925 000 shares issued in June 2014, at an issue price of R57.31 per share to various trading subsidiaries. The subsidiaries then used these shares, during August 2014, in order to meet share obligations under the Group’s new employee forfeitable share plan (FSP), as approved by the shareholders in February 2014. These shares are now held in a nominee account on behalf of the participants. The participants, although benefiting from full voting rights and full rights to any dividends declared, cannot dispose of their shares during a three-year employment period. In addition, the shares are subject to further performance conditions linked to the Pick n Pay Stores Group’s compound annual growth in headline earnings per share. Should the employment conditions or performance conditions not be met, the shares (or portion thereof) are forfeited. The fair value of the shares awarded to participants was R55.59 per share.

The Company can issue new shares to settle its obligations under its employee share schemes, but any issues in this regard are limited, in the aggregate, to 5% of total share capital.