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AGM Report; Appointment of Lead Independent Director; B-BBEE Annual Compliance and Notice of Financial Assistance
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 (AGM); APPOINTMENT OF LEAD INDEPENDENT DIRECTOR;
B-BBEE ANNUAL COMPLIANCE AND NOTICE OF FINANCIAL ASSISTANCE IN TERMS OF SECTION 45(5)(a) OF THE COMPANIES
ACT 71 OF 2008
REPORT ON AGM PROCEEDINGS
Shareholders are advised that the Annual General Meeting (AGM) of Pick n Pay Stores Limited was held on 19 July 2023. All ordinary and special
resolutions proposed at the AGM were approved by the requisite majority.
The following information is provided:
Total issued number of ordinary shares: 493 450 321
Treasury shares not voted: 5 526 512
Number of ordinary shares that could have been voted at the meeting: 487 923 809
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: 747 606 678
Total number of shares present/represented including proxies at the meeting: 658 761 744
Number of ordinary shares represented at the meeting: 399 078 875
Number of B shares represented at the meeting: 259 682 869
Percentage of ordinary shares represented at the meeting (% issued shares): 80.88%
Percentage of B shares represented at the meeting: 100.0%
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 voted Shares
disclosed as a percentage in relation to shares 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 relative in relation to
(Ord and B Ord) issued share the relative
voted at the capital issued share
meeting (see above for capital
details of
share capital)
FOR AGAINST FOR AGAINST NUMBER % %
Ordinary resolution number 1: 100.00% 0.00% 100.00% Ord 0.00% Ord 398 850 761 Ord 80.83% Ord 0.05% Ord
Appointment of external auditors
and designated audit partner 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
Ordinary resolution number 2.1: 91.72% 8.28% 86.33% Ord 13.67% Ord 398 845 811 Ord 80.83% Ord 0.05% Ord
Non-executive director
retirement and re-election - 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
Gareth Ackerman
Ordinary resolution number 2.2: 96.40% 3.60% 94.06% Ord 5.94% Ord 398 848 805 Ord 80.83% Ord 0.05% Ord
Non-executive director election -
Jonathan Ackerman 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
Ordinary resolution number 2.3: 98.80% 1.20% 98.02% Ord 1.98% Ord 398 850 761 Ord 80.83% Ord 0.05% Ord
Independent non-executive
director retirement and 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
re-election -
Haroon Bhorat
Ordinary resolution number 2.4: 99.97% 0.03% 99.95% Ord 0.05% Ord 398 850 761 Ord 80.83% Ord 0.05% Ord
Independent non-executive
director retirement and re- 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
election -
Mariam Cassim
Ordinary resolution number 2.5: 100.00% 0.00% 100.00% Ord 0.00% Ord 398 850 761 Ord 80.83% Ord 0.05% Ord
Independent non-executive
director election - 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
James Formby
Ordinary resolution number 2.6: 92.34% 7.66% 87.35% Ord 12.65% Ord 398 850 761 Ord 80.83% Ord 0.05% Ord
Independent non-executive
director retirement and re- 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
election -
David Friedland
Ordinary resolution number 2.7: 93.82% 6.18% 89.80% Ord 10.20% Ord 398 856 761 Ord 80.83% Ord 0.05% Ord
Independent non-executive
director retirement and re- 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
election -
Audrey Mothupi
Ordinary resolution number 3.1: 88.36% 11.64% 80.78% Ord 19.22% Ord 398 850 761 Ord 80.83% Ord 0.05% Ord
Appointment of Aboubakar
Jakoet to the audit, risk and 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
compliance committee
Ordinary resolution number 3.2: 99.88% 0.12% 99.80% Ord 0.20% Ord 398 850 761 Ord 80.83% Ord 0.05% Ord
Appointment of Haroon Bhorat
to the audit, risk and 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
compliance committee
Ordinary resolution number 3.3: 99.97% 0.03% 99.95% Ord 0.05% Ord 398 850 761 Ord 80.83% Ord 0.05% Ord
Appointment of Mariam Cassim
to the audit, risk and 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
compliance committee
Ordinary resolution number 3.4: 100.00% 0.00% 100.00% Ord 0.00% Ord 398 850 761 Ord 80.83% Ord 0.05% Ord
Appointment of James Formby
to the audit, risk and 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
compliance committee
Ordinary resolution number 3.5: 92.36% 7.64% 87.39% Ord 12.61% Ord 398 850 761 Ord 80.83% Ord 0.05% Ord
Appointment of David Friedland
to the audit, risk and 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
compliance committee
Ordinary resolution number 3.6: 93.84% 6.16% 89.84% Ord 10.16% Ord 398 856 761 Ord 80.83% Ord 0.05% Ord
Appointment of Audrey Mothupi
to the audit, risk and 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
compliance committee
Ordinary resolution number 4: 92.20% 7.80% 87.12% Ord 12.88% Ord 398 850 261 Ord 80.83% Ord 0.05% Ord
General but restricted authority
to issue shares for cash 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
Advisory vote number 1: 79.60% 20.40% 66.31% Ord 33.69% Ord 398 347 564 Ord 80.73% Ord 0.15% Ord
Endorsement of the
remuneration policy for the 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
2023 annual financial period
Advisory vote number 2: 75.76% 24.24% 59.95% Ord 40.05% Ord 398 347 564 Ord 80.73% Ord 0.15% Ord
Endorsement of the
implementation 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
2023 annual financial period
Special resolution number 1: 83.94% 16.06% 73.46% Ord 26.54% Ord 398 347 564 Ord 80.73% Ord 0.15% Ord
Directors’ fees for the 2024 and
2025 annual financial periods 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
Special resolution number 2: 99.46% 0.54% 99.11% Ord 0.89% Ord 398 846 211 Ord 80.83% Ord 0.05% Ord
Provision of financial assistance
to related or inter-related 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
parties
Special resolution number 3: 98.17% 1.83% 96.97% Ord 3.03% Ord 398 851 691 Ord 80.83% Ord 0.05% Ord
General approval to repurchase
Company shares 100.00% B Ord 0.00% B Ord 259 682 869 B Ord 100.00% B Ord 0.00% B Ord
APPOINTMENT OF LEAD INDEPENDENT DIRECTOR
In accordance with paragraph 3.59(a) of the JSE Limited Listings Requirements, the board of directors of Pick n Pay Stores Limited (the Board)
wishes to advise that James Formby, who was elected by shareholders as an independent non-executive director at the AGM, has been appointed
as the lead independent director of the Company with effect from 19 July 2023. James takes over the role from Jeff van Rooyen who retired from
the Board at the AGM today after 16 years of assiduous service to the Group. The Board extends their sincere thanks to Jeff for his valuable
contribution over many years.
BROAD-BASED BLACK ECONOMIC EMPOWERMENT ACT (“THE ACT”): ANNUAL COMPLIANCE REPORT
In accordance with paragraph 16.21 (g) and Appendix 1 to Section 11 of the JSE Listing Requirements, notice is hereby given that the Company’s
annual compliance report in terms of section 13G(2) of the Act has been published and is available on the Company’s website at
www.picknpayinvestor.co.za.
S45(5)(a) FINANCIAL ASSISTANCE
Notice is hereby given that, in terms of the provisions of section 45(5)(a) of the Companies Act 71 of 2008 (as amended) ("the Companies Act")
and pursuant to the special resolution passed at the previous annual general meeting of the Company held on 26 July 2022, authorising the
board of directors ("the Board") to provide direct and indirect financial assistance to related or inter-related companies, the Board has adopted
resolutions authorising the Company to provide financial assistance pursuant to (i) written agreements with, amongst others, FirstRand Bank
Limited (acting through its Rand Merchant Bank division) (RMB) and a syndicate of other banks for loan facilities of up to the value of R5.5
billion; and (ii) inter-company loans, guarantees and subordination agreements in respect of its subsidiaries in the ordinary course of business,
the total value of which, together with any previous resolutions to provide financial assistance during the current financial year, exceed one-
tenth of one percent of the Company’s net worth.
Prior to authorising the aforementioned financial assistance, the Board considered and satisfied itself, in terms of section 45 of the Companies
Act, that (i) immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test as contemplated in
section 4 of the Companies Act, (ii) there has been due compliance with the Company's memorandum of incorporation, and (iii) the terms of the
financial assistance are fair and reasonable to the Company.
By order of the Board Sponsor: Investec Bank Limited
Cape Town
19 July 2023
Date: 19-07-2023 01:52:00
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