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Results of the general meeting of shareholders and further cautionary announcement
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" or the "Company")
RESULTS OF THE GENERAL MEETING OF SHAREHOLDERS AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Report on proceedings of the General Meeting
Words and expressions used in this announcement shall, unless expressly defined herein or indicated otherwise by the context, bear the meanings
given to them in Circular (as defined below).
Further to the circular issued to Pick n Pay shareholders ("Shareholders") on or about Tuesday, 28 May 2024 ("Circular") which related to
shareholder resolutions in connection with the proposed Rights Offer by Pick n Pay, among others:
• a conversion of the Ordinary Shares of the Company from par value to no par value Ordinary Shares;
• an increase in the authorised Ordinary Shares and B Shares of the Company, through the creation of new authorised Ordinary Shares and B
Shares;
• amendments to the MOI of the Company to effect the changes sought to the Share capital;
• the issue of Shares with voting power exceeding 30% of the voting power of the Shares currently in issue as part of the Rights Offer;
• amendments to the terms and conditions attached to the B Shares as set out in the MOI, which will permit B Shareholders to approve, by
special resolution, a lower B Share Issue Ratio (as defined in the MOI), which will facilitate a reduction in the voting rights exercisable by B
Shareholders; and
• amendments to the MOI to better align the director rotation provisions in the MOI with the Company's Governance Charter,
Shareholders are advised of the following information and voting results for the general meeting (the "General Meeting") of the Company held
virtually through online participation only, today, Wednesday, 26 June 2024:
Total issued number of Ordinary Shares: 493 450 321
Treasury shares not voted: 10 796 047
Number of Ordinary Shares that could have been voted at the General Meeting: 482 654 274
Number of B Shares that could have been voted at the General Meeting: 259 682 869
Total number of Shares that could have been exercised at the General Meeting: 742 337 143
Total number of Shares present/represented including proxies at the General Meeting: 665 475 768
Number of Ordinary Shares represented at the General Meeting: 405 792 899
Number of B Shares represented at the General Meeting: 259 682 869
Percentage of Ordinary Shares represented at the General Meeting (% issued Shares): 82.23%
Percentage of B Shares represented at the General Meeting: 100.0%
Abbreviations: Ordinary Shares ("Ord")
B Shares ("B")
Details of the results of voting at the General Meeting 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 Shares percentage in disclosed as
total number of voted at the General relation to the a percentage
Shares Meeting relative issued in relation to
voted at the Share capital the relative
General Meeting (see above for issued Share
details of Share capital
capital)
FOR AGAINST FOR AGAINST NUMBER % %
Special resolution number 1.1: 100.00% 0.00% 100.00% Ord 0.00% Ord 405 598 192 Ord 82.20% Ord 0.04% Ord
Conversion of the authorised
Ordinary Shares (whether issued
or unissued) from par value to
no par value shares
(voted on by Ordinary
Shareholders only)
Special resolution number 1.2: 100.00% 0.00% 100.00% Ord 0.00% Ord 405 601 192 Ord 82.20% Ord 0.04% Ord
Conversion of the authorised 100.00% B 0.00% B 259 682 869 B 100.00% B 0.00% B
Ordinary Shares (whether issued
or unissued) from par value to
no par value shares
(voted on by all Shareholders)
Special resolution number 2: 97.33% 2.67% 95.62% Ord 4.38% Ord 405 607 921 Ord 82.20% Ord 0.04% Ord
Increase of authorised Ordinary 100.00% B 0.00% B 259 682 869 B 100.00% B 0.00% B
Shares by the creation of
additional Ordinary Shares
(voted on by all Shareholders)
Special resolution number 3: 95.84% 4.16% 93.17% Ord 6.83% Ord 405 601 917 Ord 82.20% Ord 0.04% Ord
Increase of authorised B Shares 100.00% B 0.00% B 259 682 869 B 100.00% B 0.00% B
by the creation of additional B
Shares
(voted on by all Shareholders)
Special resolution number 4.1: 97.33% 2.67% 95.62% Ord 4.38% 405 607 984 Ord 82.20% Ord 0.04% Ord
Approval of MOI Share Capital 100.00% B 0.00% B 259 682 869 B 100.00% B 0.00% B
Amendments
(voted on by all Shareholders)
Special resolution number 4.2: 100.00% 0.00% 100.00% B 0.00% B 259 682 869 B 100.00% B 0.00% B
Approval of MOI Share Capital
Amendments
(voted on by B Shareholders
only)
Special resolution number 5.1: 100.00% 0.00% 100.00% Ord 0.00% Ord 405 223 028 Ord 82.12% Ord 0.12% Ord
Approval of MOI B Share Terms 100.00% B 0.00% B 259 682 869 B 100.00% B 0.00% B
Amendments (voted on by all the
Shareholders)
Special resolution number 5.2: 100.00% 0.00% 100.0% B 0.00% B 259 682 869 B 100.00% B 0.00% B
Approval of MOI B Share Terms
Amendments
(voted on by B Shareholders
only)
Special resolution number 6.1: 96.22% 3.78% 93.79% Ord 6.21% Ord 403 968 495 Ord 81.87% Ord 0.37% Ord
Approval of MOI Director 100.0% B 0.00% B 259 682 869 B 100.00% B 0.00% B
Rotation Amendments
(voted on by all Shareholders)
Special resolution number 6.2: 100.0% 0.00% 100.00% B 0.00% B 259 682 869 B 100.00% B 0.00% B
Approval of MOI Director
Rotation Amendments
(voted on by B Shareholders
only)
Special resolution number 7: 99.95% 0.05% 99.92% Ord 0.08% Ord 405 607 895 Ord 82.20% Ord 0.04% Ord
Authorisation to issue Shares 100.00% B 0.00% B 259 682 869 B 100.00% B 0.00% B
pursuant to the Rights Offer with
voting power equalling or
exceeding 30% of the voting
power of existing Shares (and
renounceable letters of allocation
in relation to the Rights Offer
Shares)
(voted on by all Shareholders)
Based on the above voting results, all resolutions were passed by the requisite majority of votes represented at the General Meeting. The Company
will be filing the requisite resolutions relating to the MOI amendments with the Companies and Intellectual Property Commission.
2. Further cautionary announcement
Shareholders are referred to the Company's cautionary announcements released on SENS on 22 February 2024 and renewed on 27 March 2024
and 13 May 2024, wherein the Group advised shareholders that the board of directors ("the Board") had approved a two-step recapitalisation
plan ("the Recapitalisation Plan"). Shareholders are reminded that the Recapitalisation Plan comprises the proposed renounceable Rights Offer
to existing shareholders of the Company of up to R4.0 billion, expected to take place in mid-2024 ("Rights Offer"), followed by a proposed share
offering and subsequent listing of the Group's Boxer business on the Main Board of the Johannesburg Stock Exchange ("IPO") expected to take
place towards the end of 2024. Shareholders are advised to continue to exercise caution when dealing in the Company's securities until the terms
and conditions of the Rights Offer have been finalised and shared with Shareholders, the announcement of which is expected by the middle of
July 2024.
The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this announcement and confirm
that, to the best of their knowledge and belief, there are no facts which have been omitted which would make any statement in this announcement
false or misleading and that all reasonable enquiries to ascertain such facts have been made.
By order of the Board
Cape Town
26 June 2024
Transaction Sponsor: RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 26-06-2024 03:48:00
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