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Results of the general meetings of Holdings and Stores held on 25 July 2016
Pick n Pay Holdings Limited RF Pick n Pay Stores Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
Registration number 1981/009610/06 Registration number 1968/008034/06
Share code: PWK Share code: PIK
ISIN code: ZAE000005724 ISIN code: ZAE000005443
(“Holdings”) (“Stores”)
Results of the general meetings of Holdings and Stores held on 25 July 2016
1. Introduction
Holdings ordinary shareholders (“Holdings Shareholders”) and Stores ordinary shareholders
(“Stores Shareholders”) are referred to the separate announcements released by Stores and
Holdings (together the “Pick n Pay Group”) on the stock exchange news service (“SENS”)
operated by the JSE Limited (“JSE”) on 14 June 2016 in which both Holdings and Stores announced
the restructure by the Pick n Pay Group of its existing pyramid control structure and to the Holdings
and Stores circulars dated 24 June 2016 relating thereto.
The restructure comprises of the unbundling by Holdings of all the issued ordinary shares in Stores
held by Holdings at the time of the unbundling (“Unbundling”) and inextricably linked to and
conditional on the Unbundling, a new class of unlisted voting shares in Stores (the “B Shares”)
will be created and issued by Stores to Ackerman Investment Holdings Proprietary Limited and
other entities related to members of the Ackerman Family (together, “Ackerman Family” or
“Controlling Shareholders”). The issue of the B Shares (“B Share Issuance”) is to maintain
the effective voting position that the Ackerman Family currently hold in Stores through their
shareholding in Holdings. The Unbundling and the B Share Issuance are hereinafter collectively
referred to as the “Transaction”. Subsequent to the Unbundling, it was proposed that all of the
issued shares of Holdings will be acquired by Stores by way of a scheme of arrangement (the
“Scheme”), as contemplated in sections 114 and 115 of the Companies Act 71 of 2008, as
amended, and that Holdings will thereafter be delisted from the JSE.
All the resolutions proposed to Holdings Shareholders to implement the Unbundling, Scheme and
related issues were passed by the requisite majority of the Holdings Shareholders and all the
resolutions proposed to Stores Shareholders to implement the B Share Issuance and related issues
were passed by the requisite majority of the Stores Shareholders.
2. Results of the Holdings General Meeting
The general meeting of Holdings Shareholders (“Holdings General Meeting”) was held on
Monday, 25 July 2016 and all the resolutions were passed by the requisite majority of Holdings
Shareholders. Important to note is that although the Ackerman Family was represented at the
Holdings General Meeting for purposes of determining quorum, they did not vote on any of the
proposed resolutions. The following information is provided:
Total issued number of Holdings ordinary shares 527 249 082
Number of Holdings ordinary shares that could have been voted at the meeting 248 009 010
Number of Holdings ordinary shares represented at the meeting 163 818 873
Percentage of Holdings ordinary shares represented at the meeting 66.05%
Details of the results of the voting at the Holdings General Meeting are as follows:
Resolution proposed1 For Against Abstain2
Special Resolution Number 1 – 162 449 138 1 086 734 283 001
Unbundling and consequent disposal 99.34% 0.66% 0.11%
of all or a greater part of the
Company’s assets
Special Resolution Number 2 – 162 449 139 1 086 734 283 000
Approval of the Scheme of 99.34% 0.66% 0.11%
Arrangement
Special Resolution Number 3 – 162 156 752 1 379 121 283 000
Amendments to the Pick n Pay 99.16% 0.84% 0.11%
employee share schemes
Special Resolution Number 4 – 162 449 147 1 086 725 283 001
Amendment to the Company’s 99.34% 0.66% 0.11%
Memorandum of Incorporation
Ordinary Resolution Number 1 – 162 156 743 1 379 121 283 009
Directors authorised to act 99.16% 0.84% 0.11%
Note:
1. Words and expressions used in the table on resolutions proposed shall have the same
meaning as assigned to them in the Holdings circular dated 24 June 2016
2. Abstentions are represented as a percentage of total issued number of Stores ordinary
shares
3. Results of the Stores General Meeting
The general meeting of Stores Shareholders (“Stores General Meeting”) was held on Monday,
25 July 2016 and all the resolutions were passed by the requisite majority of Stores Shareholders.
Important to note is that although Holdings and some members of the Ackerman family were
represented at the Stores General Meeting for purposes of determining quorum, they did not vote
on any of the proposed resolutions. The following information is provided:
Total issued number of Stores ordinary shares 488 450 321
Number of Stores ordinary shares that could have been voted at the meeting 229 912 517
Number of Stores ordinary shares represented at the meeting 180 026 191
Percentage of Stores ordinary shares represented at the meeting 78.30%
Details of the results of the voting at the Stores General Meeting are as follows:
Resolution proposed1 For Against Abstain2
Special resolution number 1 – 148 325 639 31 675 640 24 912
Replacement of the Company’s 82.40% 17.60% 0.01%
Memorandum of Incorporation
Special resolution number 2 – 148 931 962 31 070 851 23 378
Issue and allotment of the B Shares to 82.74% 17.26% 0.01%
the Controlling Shareholders in terms
of section 41 of the Companies Act
Resolution proposed1 For Against Abstain2
Special resolution number 3 – 148 505 766 31 497 047 23 378
Amendments to the Pick n Pay 82.50% 17.50% 0.01%
employee share schemes
Ordinary Resolution Number 1 – 149 093 223 30 909 590 23 378
Directors authorised to act 82.83% 17.17% 0.01%
Note:
1. Words and expressions used in the table on resolutions proposed shall have the same
meaning as assigned to them in the Stores circular dated 24 June 2016
2. Abstentions are represented as a percentage of total issued number of Stores ordinary
shares
By order of the board of directors of Holdings and the board of directors of Stores
Cape Town
25 July 2016
Financial Adviser and Merchant Bank to the Controlling Shareholders and Transaction
Originator and Coordinator
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal Adviser to the Controlling Shareholders and Transaction Originator and
Coordinator
Edward Nathan Sonnenbergs
Adviser and Sponsor to Holdings and Stores
Investec Bank Limited
Legal Adviser to Holdings and Stores
Werksmans Incorporated
Date: 25/07/2016 11:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
