notice of annual general meeting

To consider the re-election as a director of the company of RL Lumb who retires in accordance with the company’s articles of association and being eligible, offers himself for re-election.

Robert Lumb, aged 63, is an independent non-executive director and was appointed to the board in April 2004. He is chairman of the Audit and Risk management committees and is also a member of the Nominations committee. Robert is a non-executive director of Distell Group Limited, HomeChoice Holdings Limited and non-executive chairman of Metje & Ziegler Limited.

To consider the re-election as a director of the company of PFK Eagles who retires in accordance with the company’s articles of association and being eligible, offers himself for re-election.

Peter Eagles, aged 58, is a non-executive director and was appointed to the board in April 2006. He is a member of the Risk management, Remuneration and Transformation committees. Peter is professor of pharmaceutical chemistry at the University of the Western Cape and provides consultancy services to the group on its professional pharmacy and healthcare strategy.

To consider the re-election as a director of the company of M Rosen who retires in accordance with the company’s articles of association and being eligible, offers himself for re-election.

Martin Rosen, aged 56, is an independent non-executive director and was appointed to the board in April 2006. He is a member of the Risk management and Remuneration committees. Martin spent 33 years with Pick ’n Pay before starting his own marketing consultancy in 2004.

To consider the re-election as a director of the company of RV Smither who retires in accordance with the company’s articles of association and being eligible, offers himself for re-election.

Roy Smither, aged 61, is an independent non-executive director of the company and was appointed to the board in September 2006. He is a member of the Risk management and Audit committees. He recently retired from Tiger Brands where he served as an executive director for eight years. He is also a non-executive director of Nampak Limited.

To consider the re-election as a director of the company of DA Kneale who retires in accordance with the company’s article of association and being eligible, offers himself for re-election.

David Kneale, aged 52, is the chief executive officer of the group and was appointed to the board in April 2006.

To consider the re-election as a director of the company of KDM Warburton who retires in accordance with the company’s articles of association and being eligible, offers himself for re-election.

Keith Warburton, aged 48, is the chief financial officer and was appointed to the board in April 2006.

To consider the re-election as a director of the company of MJ Harvey who retires in accordance with the company’s articles of association and being eligible, offers himself for re-election.

Michael Harvey, aged 37, is the managing director of Clicks and was appointed to the board in April 2006.

To consider, and if deemed fit, to pass, with or without modification, the following ordinary resolution:

“Resolved that the directors of the company be hereby authorised, by way of a general authority to distribute, on a pro rata basis, to all shareholders of the company any share capital and reserves of the company in terms of section 90 of the Companies Act, No. 61 of 1973, as amended, the company’s articles of association and Listings Requirements of the JSE Limited, provided that:

• the general authority shall be valid until the next annual general meeting of the company or for 15 months from the passing of this ordinary resolution (whichever period is shorter); and
  
• any general distribution of share premium by the company shall not exceed 20% (twenty per cent) of the company’s issued share capital and reserves, excluding minority interests.

The directors of the company are of the opinion that, were the company to enter into a transaction to distribute share capital and/or reserves totalling 20% (twenty per cent) of the current issued share capital and reserves of New Clicks:

• the company and its subsidiaries (“the group”) will be able to pay its debts as they become due in the ordinary course of business;
• the assets of the company and the group, fairly valued, will exceed its liabilities;
• the issued share capital of the company and the group will be adequate for the purpose of the business of the company and the group for the foreseeable future; and
• the working capital available to the company and the group will be adequate for the company and the group’s resources for the foreseeable future.
  

To consider and, if deemed fit, to pass, with or without modification, the following special resolution:

“Resolved that, the company hereby approves, as a general approval contemplated in sections 85 and 89 of the Companies Act, No. 61 of 1973, as amended (“the Companies Act”), the acquisition by the company or any of its subsidiaries from time to time of the issued shares of the company, upon such terms and conditions and in such amounts as the directors of the company may from time to time determine, but subject to the articles of association of the company, the provisions of the Companies Act and the Listings Requirements of the JSE Limited (“JSE”) as presently constituted and which may be amended from time to time, and provided that:

• any such repurchase shall be implemented through the order book operated by the JSE trading system, without any prior understanding or arrangement between the company and the counterparty;
• this general authority shall only be valid until the company’s next annual general meeting, provided that it shall not extend beyond 15 (fifteen) months from the date of passing of this special resolution;
• a press announcement will be published as soon as the company and/or its subsidiaries has repurchased ordinary shares constituting, on a cumulative basis, 3% (three per cent) of the initial number of ordinary shares, and for each 3% (three per cent) in aggregate of the initial number of shares repurchased thereafter, containing full details of such repurchases;
• acquisitions by the company and its subsidiaries of shares in the capital of the company may not, in the aggregate, exceed in any one financial year 20% (twenty per cent) of the company’s issued share capital of the class of the repurchased shares from the date of the grant of this general authority;
• in determining the price at which the company’s shares are acquired by the company or its subsidiaries in terms of this general authority, the maximum premium at which such shares may be acquired will be 10% (ten per cent) of the weighted average of the market price at which such shares are traded on the JSE for the 5 (five) business days immediately preceding the date the repurchase transaction is effected;
• in the case of a derivative (as contemplated in the Listings Requirements of the JSE) the price of the derivative shall be subject to the limits set out in section 5.84(a) of the Listings Requirements;
• the company’s sponsor has confirmed the adequacy of the company’s working capital for purposes of undertaking the repurchase of shares in writing to the JSE upon when the company entered the market to proceed with the repurchase;
• the company remains in compliance with paragraphs 3.37 to 3.41 of the JSE Listings Requirements concerning shareholder spread after such repurchase;
• the company and/or its subsidiaries do not repurchase securities during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements; and
• the company only appoints one agent at any point in time to effect repurchases on its behalf.”

The directors, having considered the effects of the repurchase of the maximum number of ordinary shares in terms of the aforegoing general authority, are of the opinion that for a period of 12 (twelve) months after the date of this notice of the annual general meeting:

• the company will be able, in the ordinary course of business, to pay its debts;
• the consolidated assets of the company, fairly valued in accordance with generally accepted accounting practice, will exceed the consolidated liabilities of the company; and
• the company’s ordinary share capital, reserves and working capital will be adequate for ordinary business purposes.

Reason and Effect of Special Resolution Number 1

The reason for special resolution number 1 is to grant the directors of the company and subsidiaries of the company a general authority in terms of the Companies Act and the JSE Listings Requirements to acquire the company’s shares, subject to the terms and conditions set out in the resolution. The passing and registration of this special resolution will have the effect of authorising the directors of the company and subsidiaries of the company to acquire shares issued by the company.

The following additional information, some of which may appear elsewhere in the annual report of which this notice forms part, is provided in terms of the JSE Listings Requirements for purposes of this general authority:

• Directors and management
• Major beneficial shareholders – see here;
• Directors’ interests in ordinary shares – see here; and
• Share capital of the company – see here.

Litigation statement

In terms of section 11.26 of the JSE Listings Requirements, the directors, whose names appear here and in the annual report of which this notice forms part, are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or had in the recent past, being at least the previous 12 (twelve) months, a material effect on the group’s financial position or an appropriate negative statement.

Directors’ responsibility statement

The directors, whose names appear here, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the special resolution contains all information.

Material changes

Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the audit report and up to the date of this notice.

All shareholders of ordinary shares in the company (“shares”) are entitled to attend, speak and vote at the annual general meeting. If you hold certificated shares (i.e. have not dematerialised your shares in the company) or are registered as an “own name” dematerialised shareholder (i.e. have specifically instructed your Central Securities Depository Participant (“CSDP”) to hold your shares in your own name on the company’s sub-register), then:

• you may attend and vote at the annual general meeting; alternatively
• you may appoint a proxy to represent you at the annual general meeting by completing the attached form of proxy and return it to the registered office of the company

Please note that if you are the owner of dematerialised shares (i.e. have replaced the paper share certificates representing the shares with electronic records of ownership under the JSE Limited’s electronic settlement system, Share Transactions Totally Electronic (“STRATE”)) held through a CSDP or broker and are not registered as an “own name” dematerialised shareholder, you are subject to the mandate between yourself and your CSDP or broker:

• if you wish to attend the annual general meeting you must contact your CSDP or broker, as the case may be, and obtain the relevant letter of representation from it; alternatively
• if you are unable to attend the general meeting but wish to be represented at the meeting, you must contact your CSDP or broker, as the case may be, and furnish it with your voting instructions in respect of the annual general meeting and/or request it to appoint a proxy. You should not complete the attached form of proxy. The instructions must be provided in accordance with the mandate between yourself and your CSDP or broker, as the case may be, within the time period required by your CSDP or broker, as the case may be.

CSDPs, brokers or their nominees, as the case may be, recorded in the company’s sub-register as holders of dematerialised shares held on behalf of an investor/beneficial owner in terms of STRATE should, when authorised in terms of their mandate or instructed to do so by the person on behalf of whom they hold the dematerialised shares, vote by either appointing a duly authorised representative to attend and vote at the annual general meeting or by completing the attached form of proxy in accordance with the instructions thereon and returning it to the company’s transfer secretaries or registered office of the company not less than 24 hours prior to the time appointed for the holding of the meeting (excluding Saturdays, Sundays and public holidays).

On a poll the holders of ordinary shares are entitled to one vote per ordinary share.

By order of the board

AA Scott
Company Secretary 
4 December 2006