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Report on proceedings at the Annual General Meeting
Pick n Pay Stores Limited
Incorporated in the Republic of South Africa
Registration number: 1968/008034/06
Share Code: PIK
ISIN code: ZAE000005443
(Pick n Pay)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
Shareholders are advised that the Annual General Meeting (AGM) of Pick n Pay was held on 28 June 2021 and the ordinary and special
resolutions proposed at the AGM were approved by the requisite majority. However, the Group’s non-binding advisory votes 1 and 2 in
respect of its remuneration policy and remuneration implementation did not receive the requisite majority of 75%, and further
shareholder engagement will follow in line with paragraph 3.84(j) of the JSE Listings Requirements and the King IV Report on Corporate
Governance. Please refer to the note regarding further shareholder engagement at the close of this announcement for further information.
The following information is provided:
Total issued number of ordinary shares: 493 450 321
Treasury shares not voted: 6 168 489
Number of ordinary shares that could have been voted at the meeting: 487 281 832
Number of B ordinary shares that could have been voted at the meeting: 259 682 869
Total number of shares that could have been exercised at the meeting: 746 964 701
Total number of shares present/represented including proxies at the meeting: 691 200 687
Number of ordinary shares represented at the meeting: 431 517 818
Number of B shares represented at the meeting: 259 682 869
Percentage of ordinary shares represented at the meeting: 87.45%
Percentage of B shares represented at the meeting: 100.00%
Abbreviations: ordinary shares (Ord)
B ordinary shares (B Ord)
Details of the results of voting at the AGM are as follows:
Resolutions Shares voted Votes disclosed as a Number of shares Shares voted Shares
disclosed as a percentage in relation to voted disclosed as a abstained
percentage of the the Ord and B Ord shares percentage in disclosed as
total number of voted at the meeting relation to the a percentage
shares (Ord and B total issued in relation to
Ord) voted at the share capital the total
meeting (see above for issued share
details of capital
share capital)
FOR AGAINST FOR AGAINST
Ordinary resolution 100.00% 0.00% 100.00% Ord 0.00% Ord 431 426 531 Ord 87.43% Ord 0.02% Ord
number 1:
Appointment of 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
external auditors
Ordinary resolution 81.89% 18.11% 70.44% Ord 29.56% Ord 410 387 467 Ord 83.17% Ord 4.28% Ord
number 2.1:
Director retirement 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
and re-election –
Hugh Herman
Ordinary resolution 83.06% 16.94% 72.86% Ord 27.14% Ord 431 423 804 Ord 87.43% Ord 0.02% Ord
number 2.2:
Director retirement 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
and re-election –
Jeff van Rooyen
Ordinary resolution 98.71% 1.29% 97.94% Ord 2.06% Ord 431 424 504 Ord 87.43% Ord 0.02% Ord
number 2.3:
Director retirement 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
and re-election –
Audrey Mothupi
Ordinary resolution 97.13% 2.87% 95.40% Ord 4.60% Ord 431 424 504 Ord 87.43% Ord 0.02% Ord
number 2.4:
Director election – 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
David Robins
Ordinary resolution 99.22% 0.78% 98.75% Ord 1.25% Ord 431 424 504 Ord 87.43% Ord 0.02% Ord
number 2.5:
Director election – 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
Pieter Boone
Ordinary resolution 82.04% 17.96% 71.22% Ord 28.78% Ord 431 423 804 Ord 87.43% Ord 0.02% Ord
number 3.1:
Re-appointment of 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
Jeff van Rooyen to
the audit, risk and
compliance
committee
Ordinary resolution 90.84% 9.16% 85.33% Ord 14.67% Ord 431 424 504 Ord 87.43% Ord 0.02% Ord
number 3.2: Re-
appointment of 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
Audrey Mothupi to
the audit, risk and
compliance
committee
Ordinary resolution 99.78% 0.22% 99.65% Ord 0.35% Ord 431 424 504 Ord 87.43% Ord 0.02% Ord
number 3.3:
Re-appointment of 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
David Friedland to
the audit, risk and
compliance
committee
Ordinary resolution 100.00% 0.00% 100.00% Ord 0.00% Ord 431 424 504 Ord 87.43% Ord 0.02% Ord
number 3.4:
Appointment of 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
Mariam Cassim to
the audit, risk and
compliance
committee
Ordinary resolution 100.00% 0.00% 100.00% Ord 0.00% Ord 431 423 804 Ord 87.43% Ord 0.02% Ord
number 3.5:
Appointment of 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
Haroon Bhorat to
the audit, risk and
compliance
committee
Advisory vote 74.30% 25.70% 58.75% Ord 41.25% Ord 429 216 604 Ord 86.98% Ord 0.47% Ord
number 1:
Endorsement of the 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
remuneration policy
for the 2021 annual
financial period
Advisory vote 63.15% 36.85% 40.97% Ord 59.03% Ord 431 426 625 Ord 87.43% Ord 0.02% Ord
number 2:
Endorsement of the 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
remuneration
implementation
report for the 2021
annual financial
period
Special resolution 80.70% 19.30% 69.09% Ord 30.91% Ord 431 409 832 Ord 87.43% Ord 0.02% Ord
number 1:
Directors’ fees for 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
the 2022 and 2023
annual financial
periods
Special resolution 99.72% 0.28% 99.55% Ord 0.45% Ord 431 401 625 Ord 87.43% Ord 0.02% Ord
number 2.1:
Financial assistance 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
to related or inter-
related companies
Special resolution 90.41% 9.59% 84.63% Ord 15.37% Ord 431 427 018 Ord 87.43% Ord 0.02% Ord
number 2.2:
Financial assistance 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
to persons
Special resolution 98.71% 1.29% 97.93% Ord 2.07% Ord 431 414 458 Ord 87.43% Ord 0.02% Ord
number 3:
General approval to 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
repurchase
Company shares
Ordinary resolution 100.00% 0.00% 100.00% Ord 0.00% Ord 431 425 812 Ord 87.43% Ord 0.02% Ord
number 4:
Directors’ authority 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
to implement
special and ordinary
resolutions
FURTHER SHAREHOLDER ENGAGEMENT
Following the publication of its FY21 financial result, and in advance of its 2021 AGM, the Group engaged extensively with shareholders to
provide greater insight into how, in its remuneration of senior management, the Board had sought to reflect the significant financial and
operational impact the Covid-19 crisis, and the exceptional performance of senior management in mitigating these impacts.
The Board recognises the fine balance that must be achieved between delivering remuneration outcomes that adequately incentivise and
retain key executives and protecting shareholder interests. While the Board believes that it has maintained an appropriate balance, it has
taken careful note of shareholder concern about the discretion applied in implementing remuneration policy.
As the Group did not achieve the required 75% majority in respect of the advisory remuneration resolutions 1 and 2, the Board will seek
to engage further with shareholders on its approach to, and implementation of, remuneration policy. It is therefore requesting that
shareholders submit all questions and concerns to our company secretary, Debra Muller, at demuller@pnp.co.za by Friday, 9 July 2021.
Thereafter, individual shareholder engagements will be scheduled with our Board Chair and Remuneration Committee Chair, as requested,
to be completed by the end of July 2021.
The Board is committed to resolving all legitimate shareholder concerns, and to strengthening its remuneration policies and disclosures.
By order of the Board
Cape Town
28 June 2021
Sponsor: Investec Bank Limited
Date: 28-06-2021 02:01:00
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