PICK N PAY HOLDINGS LIMITED - Results of the Annual General Meeting

Results of the Annual General Meeting

Pick n Pay Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/009610/06)
Share code: PWK
ISIN code: ZAE000005724


RESULTS OF THE ANNUAL GENERAL MEETING

Shareholders are advised that the Annual General Meeting (AGM) of Pick n Pay was held
on 27 July 2015 and all the resolutions proposed at the AGM were passed by the
requisite majority. The following information is provided:

Total issued number of ordinary shares                                 527 249 082
Number of ordinary shares that could have been voted at the meeting    448 216 548
Number of ordinary shares represented at the meeting                   448 216 548
Percentage of ordinary shares represented at the meeting               85%

The annual financial statements for the year ended 1 March 2015 were presented to
shareholders.

Abstentions are represented as a percentage of total issued number of ordinary shares.

Details of the results of voting at the AGM are as follows:

Resolution proposed                            For               Against              Abstain
Ordinary resolution number 1:              448 162 660              -                 53 888
Appointment of external auditors              100%                                    0.01%

Ordinary resolution number 2.1:            440 579 650          7 583 010             53 888
Director retirement and re-election –        98.31%               1.69%               0.01%
Raymond Ackerman

Ordinary resolution number 2.2:            443 236 780          4 925 880             53 888
Director retirement and re-election –        98.90%               1.10%               0.01%
Rene de Wet

Ordinary resolution number 3.1:            443 236 780          4 925 880             53 888
Re-appointment of Rene de Wet to             98.90%               1.10%               0.01%
the audit committee

Ordinary resolution number 3.2:            448 162 660                 -              53 888
Re-appointment of Jeff van Rooyen             100%                                    0.01%
to the audit committee

Ordinary resolution number 3.3:            416 103 111         32 059 549             53 888
Re-appointment of Hugh Herman to             92.85%              7.15%                0.01%
the audit committee

Advisory vote:                             361 748 359         23 728 630            62 739 559
Remuneration report for the 2015             93.84%              6.16%                11.90%
annual financial period

Special resolution number 1:               445 773 608          2 389 052             53 888
Directors’ fees for the 2016 and             99.47%               0.53%               0.01%
2017 annual financial periods

Special resolution number 2:               448 161 961             699                53 888
Financial assistance to related or           99.99%               0.01%               0.01%
inter-related companies

Special resolution number 3:               423 508 784         24 653 876             53 888
General approval to repurchase               94.50%              5.50%                0.01%
Company shares

Ordinary resolution number 4:              447 803 539            699                412 310
Directors’ authority to implement            99.99%               0.01%               0.08%
special and ordinary resolutions


By order of the board

Cape Town
27 July 2015

Sponsor:
Investec Bank Limited

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