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

Results of the Annual General Meeting

Pick n Pay Holdings Limited RF
(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 Holdings
Limited RF was held on 25 July 2016 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 527 249 082
Number of ordinary shares represented at the meeting                446 711 473
Percentage of ordinary shares represented at the meeting            84.72%

The annual financial statements for the year ended 28 February 2016 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:            446 418 473          -            293 000
Appointment of external auditors         100.00%              -            0.06%

Ordinary resolution number 2.1:          429 573 060          16 845 412   293 001
Director retirement and re-election –    96.23%               3.77%        0.06%
Gareth Ackerman

Ordinary resolution number 2.2:          404 183 633          42 234 839   293 001
Director retirement and re-election –    90.54%               9.46%        0.06%
Hugh Herman

Ordinary resolution number 2.3:          397 071 535          49 346 937   293 001
Alternate director retirement and re-    88.95%               11.05%       0.06%
election – David Robins

Ordinary resolution number 2.4:          429 542 417          16 876 055   293 001
Alternate director retirement and re-    96.22%               3.78%        0.06%
election – Suzanne Ackerman-Berman

Ordinary resolution number 2.5:          429 542 417          16 876 055   293 001
Alternate director retirement and re-    96.22%               3.78%        0.06%
election – Jonathan Ackerman

Ordinary resolution number 3.1:          440 762 575          5 655 828    293 070
Re-appointment of Rene de Wet to         98.73%               1.27%        0.06%
the audit committee

Ordinary resolution number 3.2:          446 418 473          -            293 000
Re-appointment of Jeff van Rooyen to     100.00%              -            0.06%
the audit committee

Ordinary resolution number 3.3:          404 163 099          42 255 374   293 000
Re-appointment of Hugh Herman to         90.53%               9.47%        0.06%
the audit committee

Advisory vote:                           387 474 750          14 384 429   44 852 294
Remuneration report for the 2016         96.42%               3.58%        8.51%
annual financial period

Special resolution number 1:             444 218 923          2 199 480    293 070
Directors’ fees for the 2017 and 2018     99.51%              0.49%        0.06%
annual financial periods

Special resolution number 2:            446 415 594           2 809        293 070
Financial assistance to related or      99.99%                 -           0.06%
inter-related companies

Special resolution number 3:            444 181 318           2 202 281    327 874
General approval to repurchase          99.51%                0.49%        0.06%
Company shares

Ordinary resolution number 4:           444 893 367           295 196      1 522 910
Directors’ authority to implement       99.93%                0.07%        0.29%
special and ordinary resolutions

By order of the board
Cape Town
25 July 2016

Sponsor:
Investec Bank Limited

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