Good morning, ladies and gentlemen, and welcome to the 57th Annual General Meeting of the company. I welcome our shareholders, board members, members of management, and all other guests who have joined this meeting. The meeting will be conducted through electronic participation only, as provided for in the JSE listing requirements and in terms of the provisions of the Companies Act and the Companies Memorandum of Incorporation. I encourage all our registered shareholders to engage with us using the functions available on the platform, which allows for both verbal and written engagement. The quorum for this meeting is the presence, in person or by proxy, of at least three shareholders who are entitled to vote, who collectively hold at least 25% of voting rights attached to the ordinary shares. The Company Secretary informs me that the necessary quorum is present, and I declare the meeting duly constituted.
I will provide a short opening address, which will be followed by James Formby and a business update from Sean Summers, and a report from Suzanne Ackerman, the outgoing Chair of our Social, Ethics, and Transformation Committee. I'd just like to start by moving on to my comments, which I have prepared. Good morning, shareholders, colleagues, and guests. This is a significant moment for me, personally. It's my final AGM as the Chair of Pick n Pay, and it's an absolute pleasure to welcome all of you here today as we reflect on a remarkable journey and look to an even more promising future. FY 2025 was a defining year. The successful rights offer and Boxer listing were two of the most significant capital market events in our history. These are covered, along with the FY 2025 details, in our integrated annual report, so I won't revisit them now.
I would like to share some personal reflections on the past, the present, and most importantly, the road ahead. When I stepped into the Chair role 15 years ago, I knew it would be a privilege, but I didn't realize how deeply I had come to value the people, the purpose, and the potential of the business. Together, we've navigated significant challenges, taken bold decisions, and laid the foundations for a stronger and more agile Pick n Pay. My late father, Raymond Ackerman, the founder of Pick n Pay and my predecessor as Chair, often used to share two guiding principles that shaped both his leadership and his life. More than just aphorisms, he lived them to the fullest. The first was, "Leaders deal in hope." It was a belief he shared with former President Nelson Mandela, with whom he had many warm and thoughtful engagements over the years.
The second was, "Leaders take people from where they are to where the leader believes they can go." These weren't abstract ideas. To him, they were practical tools which he applied daily. Raymond was deeply admired for his ability to see not just what was, but what could be. He transformed the retail landscape in South Africa by reaching, as he likes to say, "For the stars, but with your feet firmly on the ground," a sentiment he captured beautifully in the title of his memoir, "Hearing Grasshoppers Jump." Over this time, I have tried to stay true to these ideals. I'm proud of how we've evolved over the past 15 years. The company has moved from a decentralized business with about 500 stores into a unified, modern retailer with one team, one strategy, and one shared purpose.
That shift has been fundamental in enabling the recovery now underway across our two and a half thousand stores. Today, the energy in the business is vibrant. Over the past two years, we have regained our momentum. We are focused on execution, and thanks to the extraordinary leadership of Sean Summers and his team, we are seeing real progress. Sean brings a deep understanding of Pick n Pay and an unwavering commitment to its renewed success. His clarity, speed, and belief in what is possible are key in getting us back to work. There is still much to do, but the plan is sound and the belief in our goal is back. Our colleagues across the country are stepping up. Our suppliers, franchisees, and partners are showing strong support, and our customers are beginning to respond to the improvements.
I genuinely believe Pick n Pay is entering its next great chapter. I remain an advocate, a strong advocate for transparency, accountability, and good reporting. However, I believe it's time for regulators and businesses to collaborate to simplify how we communicate with shareholders. We must retain rigor, but we need to make it easier for people to truly understand the companies they're invested in or shop at. Governance should be a bridge, not a barrier. Looking at the broader world today, we've seen these leadership principles in action, but too often in their absence. Over the past six months, we've witnessed what happens when hope is replaced by fear and vision by division. Here in South Africa, we are crying out for leadership that is ethical, decisive, and grounded in a deep commitment to the common good.
There is too much anger, too much mistrust, and not enough unity of purpose. We must renew our shared belief that this country belongs to all who live in it, and that the path to prosperity lies in building a strong, inclusive economy that lifts people out of poverty and into opportunity. That has been and must always remain our national starting point. As I hand over to James Formby, I do so with great confidence. James is a thoughtful, capable leader whom I have known for many years and who has already added immense value to our board. With Sean and James at the helm, I have every faith in the future of this business. I remain on the board and will continue to serve on committees, and I continue to offer my full support and experience wherever it's useful.
As a family, we've always seen ourselves not just as shareholders, but as stewards of something greater, a business with purpose, people at its heart, and a deep belief in doing good while doing well. That belief has not changed. We remain committed to supporting Pick n Pay as it continues to evolve. Finally, I would like to thank my colleagues on the board, our executive teams, and everyone at Pick n Pay and Boxer for their support. This has been an incredible chapter in my life. To my wife, Mandy, thank you for your patience, your wisdom, and for always being my sounding board. It has been an honor to serve as Chair, and I'll happily return to being a passionate supporter and hopefully spend a little more time off the grid and in the bush. Thank you.
With that, I hand you over to our incoming Chair, James Formby. James, over to you.
Thank you very much, Gareth, and good morning to our shareholders. In May 2024, we made commitments about the retirement of some of our long-serving board members, alongside appointing new members. I just thought I'd give a very brief update on that. Obviously, during the year, calendar year 2024, our major focus was the recap of Pick n Pay Stores Ltd, including the IPO of Boxer. Since early in 2025, the board has prioritized a refresh, and the head of the nom/gov, Annemarie van der Merwe, myself, and the rest of the nom/gov committee and an external consultancy was retained. We've made really important progress in this regard. A year ago, David Robins retired, and today, David Friedland is not offering himself for reelection and thus retiring from the board.
I'd really like to thank David for his diligence, his deep attention to detail, and his contribution to the board over many years. The board has recently, from 1st June, appointed Pooven Viranna to the board, and it's great to have her on the team and joining today and being one of the resolutions to shareholders this morning. I'd also like to welcome Grant Patterson to the board. He'll be joining in early 2026. Grant really brings strong retail experience to the board, given his prior experience as CEO of both MassMart and later of Edcon, amongst many other roles he's played. We look forward to Grant's contribution. We continue our search in terms of a program to refresh the board, and we do intend to make an additional appointment probably later this year as part of this process.
I'd also like to note Suzanne Ackerman stepping down as Chair of the SET com , and this is also part of the family's decision to play a slightly lesser role in the board processes. I thank Suzanne for her huge commitment to this role and her passion for doing good is good business. Given the turnaround that is required and the focus on that, the board has also placed a lot of value on continuity and the importance of deep institutional knowledge. Obviously, as we bring strong and new directors on the board, we are able to retire some of our long-serving directors, but really, as a board, only once we have ensured that there's a proper handover. The board has considered the independence of both Baka Jakoet and Audrey Mothupi-Palmstierna and is very comfortable that they are independent.
Also, they have added enormous value to our board and have a deep knowledge and understanding of the business. Both of these long-serving directors will retire in due course once replacements are up to speed and the timing is appropriate. This also speaks to the topic of succession, and we're very pleased that our Group CEO, Sean Summers, has extended his contract. Rest assured to shareholders that orderly succession is a priority topic for the board, both at board and senior management level, and it is receiving continual focus. Clearly, we have the time and space to do that properly. In closing, I'd really like to acknowledge the contribution of Gareth Ackerman, our outgoing Chairman. Gareth has been Chairman for the past 15 years, as you know, and with the group, over 35 years, but I think for most of his adult life.
Gareth has steered Pick n Pay through a number of chapters and has always reinforced the strong values and integrity that is part of the legacy of the Ackerman family within Pick n Pay and more broadly. Gareth, on behalf of the board, a deep thank you, and we know that you will continue to make a very solid and valuable contribution as a board member going forward. Thanks very much. Can I hand over to Suzanne? Oh, sorry, to Sean.
Good morning and welcome to everybody attending today's AGM. Earlier this morning, we issued a brief trading update, providing insight into our trading performance for the first four months of FY 2026. With the 17 weeks ended on 29 June 2025, the group delivered a total turnover growth of 4.3%, with the like-for-like sales up 3.8%. We are particularly pleased with the steady like-for-like sales improvement from SA company-owned Pick n Pay supermarkets, now reaching 4%. A strong clothing total turnover growth in standalone stores in excess of 17.3%, and another solid performance from Boxer with total turnover growth of 12.1%. We view this as a credible performance in the context of continued financial pressure on consumers, a subdued and extremely competitive retail market, muted food price inflation, and an overall market under extreme pressure with the unknown effects of the tariffs that will play out in the immediate period ahead.
We remain confident in our strategic plan for the group's Pick n Pay business, which are outlined at our recent results announcement, and the plan remains focused on five key areas and strategic priorities. One, a determined focus on our leadership and people and customers. Two, accelerating like-for-like sales growth. Three, strengthening our strategic partnerships. Four, executing our store estate reset plan. Five, implementing a future-fit operational structure for the company. We are firmly in the implementation phase and making steady progress across our initiatives. As discussed at the FY 2025 results presentation, the group had, at that stage, made good progress on our accelerating like-for-like sales growth and the store estate reset elements of the plan, but had a lot more work to do on the future-fit structure.
I'm pleased to report that we are currently achieving early results in this part of the plan and will update the market on these at the appropriate time. Notwithstanding these early gains, we recognize that much, much more hard work lies ahead. We remain laser-focused on achieving our previously stated objective of reaching trading profit after leases break even in FY 2028. Over the short term, however, we continue to expect pressures at a trading profit level in FY 2026 as we put the pieces in place to drive medium-term profit recovery. Many external factors continue to influence business, but we remain focused on what we can control and in delivering against our strategy. This morning, at the close of the AGM, Gareth Ackerman will step down as Chairman of the Pick n Pay board.
I want to extend my heartfelt thanks to Gareth for his incredible personal support that he has shown me since my return to Pick n Pay at the end of 2023. His leadership, dedication, and passion over the last 15 years as Chairman have left an enduring mark in our company. Gareth will remain on the board, and we look forward to continuing to benefit from his wisdom and guidance and the family values that he so imbues. Please join me in warmly welcoming James , our new Chairman. We wish James every success as he takes on this important role. I'd like to thank everybody in the company for everything that they are doing and all our shareholders, customers, and supporters. The energy in our store is real, and I'm reminded every day what a privilege it is to be a part of the Pick n Pay family again.
Let's keep this momentum building, store by store, customer by customer, and let us be guided by the simple principle. It's customer first in all we do. Warm regards to everybody, and thank you for your attention today, Sean.
Thank you, Sean, for those comments. Thank you, James, and both of you, thank you for the good wishes. I really do appreciate it. If we can now move on to the Chairman, the outgoing Chair of our SET, Suzanne Ackerman, who will present her report.
Thank you, Gareth. Thank you, Sean. Thank you, James, for all the nice comments. May I also, to Gareth, thank you for your leadership for us as a family and for the company. I just wish you well. Thank you. I think we'll take the ESG report that accompanied the results pack as read. I just want to thank [Penny] and her team for the extraordinary job they've done in putting this document together. It really is a work of art. Thank you. Undoubtedly, as you heard from all the past speakers, this was probably the most financially challenging year in our group's history. I'm very pleased to say that what stood out for us all, and particularly us members of the Social and Ethics Committee, was the resilience of our people.
It's quite extraordinary how across every department, every region, and every store, the teams continue to serve their communities, all stakeholders, with dedication and compassion. It truly is part of our DNA. Together with the support of our trusted partners, we were able to honor all our social and ethical responsibilities. One of the cornerstones of the business was laid down by my parents and the founders, Wendy and the late Raymond Ackerman. As a committee this year, we prioritized employee well-being, diversity, and leadership development. It's quite phenomenal to see the figures that Thembi and her incredible team across the country have done, more than done, training in excess of 30,000 people. That's no small feat, and that's come with true pride and dedication. In that, they've launched this wonderful I Love Pick n Pay campaign, and you might see all our staff members wearing this.
What that has done, it's not just a slogan. That has restored pride. It's given a sense of purpose and a sense of true belonging to this company that we all love and that our founders really hope that we'd continue in the beautiful ethics of building a good business. We witnessed incredible wellness initiatives to help our staff navigate the difficult time we were all going through. As I mentioned, transformation and diversity remain key pillars, and we really have made solid progress on our five-year employment equity plan. We have broad representation, and it's across every aspect of the business. To that extent, we have employed over 583 people living with disabilities. I salute the team in taking on this incredible task and making a meaningful contribution to the disabled society of our country. Our learnerships and youth development continue to grow. Our social investment efforts remain unwavering.
In partnership with our trusted organizations and through the Feed the Nation initiative, we've provided over R84 million in direct food relief to communities in need across the nation. That's not just at disaster times. For many, a disaster is happening every single day, and our teams and our stores are there acknowledging the disaster and the trouble that is happening within our society. In a year when our resources were very tight, we can proudly say that we have continued to live our values. That being, doing good is good business. The education programs through our Schools Club have now increased to supporting over 2.3 million students across the country, and that means an increase in 94% curriculum-aligned materials. We know what's happening in our schools, particularly in the rural areas. There is just insufficient content.
I salute our teams in trying to reach out to those levels of society. These are not just numbers. These are lives that have been touched by the magic of our Pick n Pay teams and our Boxer teams and the hope that has been restored. Looking ahead, this committee remains fully aligned with the group's turnaround strategy and is committed to deepening our ESG impact. The priorities for the year ahead, and I'm hoping that my incoming Chair is listening attentively, is to embed ESG across every dimension of the business, to improve our BBBEE scorecard, which currently is sitting at a level six, and finally, ensuring greater pay parity across race and gender. We'll continue to oversee high-impact aligned CSI programs, safeguard ethical standards, support talent retention, and the leadership as our operating model evolves to make adjustments.
FY 2025 really did test our financial and operational resilience, and forcefully and thankfully, we responded with true integrity. The group demonstrated not only commercial discipline, but also a firm commitment to doing the right thing. As outgoing Chair of this committee, I'm incredibly proud of how Pick n Pay showed up in the face of adversity, consistently guided by purpose, committed to our people, and anchored in deep principles of serving our community and our stakeholders. As I conclude my term as Chair of this committee, I really want to express my heartfelt thanks and gratitude to my fellow committee members, to the executive leadership team of both Boxer and Pick n Pay, and most importantly, to the thousands of Pick n Pay colleagues who continue to live our values every single day, proving yet again that doing good is just plain good business practice.
It has been my honor to serve, and I wish Haroon Bhorat, who now takes over this baton, continued wisdom and courage to constantly guide and lead the executives to finding and knowing what the right thing is to do. Thank you.
Thank you, Suzanne. I think it's heartening to see how, with all the problems that we've been having in the business, we've been able to maintain the ethical standards that I think have been so important to building this business going forward. If we can now move forward with the formalities of the proceedings, we need to have a whole formal procedure. The notice of the meeting has been in the hands of shareholders for the prescribed period and contains the full details of the resolutions to be considered at this meeting. There being no change to the proposed resolutions, I propose that the notice be taken as read. Are there any objections? I have seen none come through, so in that case, we will proceed. Before we proceed with the matters on the agenda, I wish to advise on how the votes will be cast.
Please note that only the following participants are entitled to speak and vote at this meeting: 1) shareholders who are recorded in the company share register as of the voting record dates, 2) shareholders who are in possession of a valid written letter of representation from their CSDP or broker, and 3) duly appointed proxy holders whose proxy forms have been submitted in accordance with the requirements as set out in the notice of the meeting. Just to give you a few pointers on how to cast your votes, all shareholders and duly appointed proxies who have requested to vote would have received a link to access the voting platform. The link was sent to either the phone number or the email address provided. Please go to the voting tab on the top of your screen in order to cast your vote.
The voting platform contains all the resolutions that have been set out in the notice of the meeting. Each participant is required to vote on each resolution individually by selecting the relevant voting option: for, against, or abstain. Please note, shareholders are able to change their votes while the voting is still open. A message will pop up on your screen confirming that your votes have been received. The voting is now open and will remain open until the question and answer section has been completed. However, I urge you to complete your voting after each of the resolutions has been tabled to the meeting. For the purposes of voting at today's meeting, the company's transfer secretary, Computershare Investor Services, have been appointed as scrutinizers. I have arranged for a director, who is also a shareholder, to second each motion, each resolution.
James Formby has agreed to second each motion at today's meeting. In light of this, and if there are no objections, I will dispense with the usual formalities of asking for a seconder for the resolutions. Are there any objections? I don't see any, so we'll proceed with James seconding each motion. In accordance with good governance practice, the voting on each resolution at this meeting will be conducted by poll. On questions, should you have any questions on the matters being voted on in this meeting, please submit these in writing. If there are questions which do not specifically relate to the matters being voted on, we will address them at the end of the meeting. Alternatively, you may pose your questions verbally. To do so, please follow the instructions provided on the home tab of the Lumi platform.
When we get to the question and answer session, you will have the opportunity to ask your question, which will be audible to all participants in the meeting. We will respond to your questions once all the resolutions have been read out and before the voting is closed. The voting is now open and will only be closed once all your questions have been answered. Until voting has been closed at the end of the question and answer session, voting can be changed on the Lumi platform. Each shareholder and duly appointed proxy will be able to cast a vote for each of the resolutions on the electronic platform. I will announce the results of the voting immediately after the voting is closed and the results have been determined. The results will be posted on SENS after the conclusion of the meeting.
The minutes of the last annual general meeting held on the 27th of August 2024 were signed by the Chairman of the Board at the meeting held in October 2024. The minutes were then posted on our website. No amendments to the minutes were received from shareholders. Once the minutes of the 2025 annual general meeting have been signed by the Chairman at the board meeting in October, they will also be posted on our website for your review. We shall now proceed with the business of the meeting. I confirm that the system is open for voting, and I now propose the following special and ordinary resolutions as set out in the notice convening this meeting. Given the length of the resolutions, I will take them as read and will only provide a summary of each resolution.
Please follow the full text of the resolutions in the notice as they are proposed in the order specified. On the presentation of the financial statements, the audited consolidated annual financial statements of the company incorporating the reports of the auditors, the audit risk and compliance committee, and the directors for the year ending 2nd of March 2025 are herewith presented to the shareholders as required in terms of section 33D and 61A of the Companies Act. Before we proceed, please be advised that the percentage of voting rights required for ordinary resolutions numbers one to four be adopted is more than 50% of the voting rights exercised on each resolution. We move to the resolutions now. Ordinary resolution number one, the reappointment of external auditors. I propose that Ernst & Young be reappointed as the external auditors of the company.
I'm not going to ask you to vote on each resolution, but please will you vote as we read them out if you wish to, and you can change your vote at any stage. Ordinary resolution number 2.1 - 2.4 on appointment of directors. David Friedland retires by rotation after the conclusion of the AGM and will not be offering himself for reelection. We would like to extend our sincere thanks to David for his 12 years of dedicated service to the board. Pooven Viranna was appointed to the board on the 1st of June 2025 and offers herself for election as an independent non-executive director. In addition, the independent non-executive directors who retire by rotation and who offer themselves for reelection are Aboub akar Jakoet, Audrey Mothupi-Palmstierna, and Suzanne Ackerman. Audit resolution number 2.1.
I propose the election of Pooven Viranna as an independent non-executive director of the company for a maximum three-year term. 2.2. I propose the reelection of Aboub akar Jakoet as an independent non-executive director for a maximum of a three-year term. 2.3. I propose the reelection of Audrey Mothupi-Palmstierna as an independent non-executive director for a one-year term. 2.4. I propose the reelection of Suzanne Ackerman as a non-executive director of the company for a maximum three-year term. Ordinary resolutions number 3.1 - 3.4, which is appointment of the audit risk and compliance members for the 2026 annual financial period. As recommended by the board, I propose the appointments of Aboubakar Jakoet being the committee chair, Haroon Bhorat, Audrey Mothupi-Palmstierna, and Pooven Viranna as members of the audit risk and compliance committee for the 2026 financial year.
As James Formby will be taking over as Board Chair from the conclusion of this AGM, he has not been put forward for the Audit Risk and Compliance Committee. Please cast your votes as follows: 3.1 for Aboubakar Jakoet, 3.2 for Haroon Bhorat, 3.3 for Audrey Mothupi-Palmstierna, and 3.4 for Pooven Viranna. Ordinary resolution number 4.1- 4.4, which is the appointment of the Social, Ethics, and Transformation Committee members for the 2026 annual financial periods. In accordance with new Companies Act amendments and as recommended by the Board, I propose the appointment of Suzanne Ackerman, Jonathan Ackerman, Haroon Bhorat being the new Committee Chair, and Annemarie van der Merwe as members of the Social, Ethics, and Transformation Committee for the 2026 financial year. Please cast your votes as follows: at 4.1 for Suzanne Ackerman, 4.2 Jonathan Ackerman, 4.3 Haroon Bhorat, 4.4 Annemarie van der Merwe.
Part three, advisory votes one and two, which are the remuneration reports for the 2025 financial period. Advisory votes one and two are non-binding advisory votes. In the event that 25% or more of the voting rights exercised are cast against these resolutions, the Board will invite dissenting shareholders to engage with the Remuneration Committee on their concerns in line with the provisions of the JSE listing requirements. 5.1, advisory vote number one, which is the endorsement of the remuneration policy. I propose the endorsement of the company's remuneration policy for the 2025 annual financial year. 5.2, advisory vote number two, endorsement of the implementation of the remuneration policy. I propose the endorsement of the company's remuneration implementation report for the 2025 annual financial period. Part four, special resolutions.
Before we proceed, please be advised that the percentage of voting rights required for special resolutions number one and two to be adopted is at least 75% of the voting rights exercised on each resolution. Special resolution number one, directors' fees of 2026 and 2027 annual financial periods. I propose that the directors' fees for the 2026 and 2027 annual financial periods, as set out in the notice of the meeting, be approved. Special resolution number two, general approval to repurchase the company's own shares. I propose that the general approval to repurchase the company's shares, as set out in the notice of the meeting, subject at all times to the provisions of the company's MOI, the Companies Act, and the JSE listing requirements, be granted. Item eight of the notice offers to transact such other business as may be transacted at an annual general meeting.
Are there any matters not already covered that members may wish to raise? We've not had any indication of any additional matters, so we're going to now move into the general question and answer session. Ladies and gentlemen, we will now respond to all questions from participants on the items under consideration at the meeting. Questions will be answered by a member of the board or by any of our advisors who may be best suited to answering your questions. We will read out each question and respond to them, and we'll also take verbal questions as they are received. I just remind people on verbal questions that your call will be open to all on this AGM. We have had a number of questions coming through, so I'm going to ask our Company Secretary, Vaughan Pierce, to read them, please.
Thank you, Mr. Chair. The first question comes through from [Mahluli Ncube] from Insight SA, who's asked three questions. I'll read each of them, I'll read them out in turn and refer them to the appropriate director to answer. The first question being on board composition and independence. While we note the appointment of independence Chair and steps to reduce Ackerman family dominance, board independence remains at 58% and three non-independent family-linked directors remain. What is the long-term plan to further enhance board independence and reduce perceived control by the founding family? I'm going to direct this question to James Formby, our incoming Chair. [Go ahead, James].
Thank you very much, Vaughan. Thank you, Ms. Lily, for the question. I did touch on some of this in my preamble, but I do want to firstly say that from my perspective and having been on the board now for just under three years, there hasn't been a situation of family dominance on the board. The board has strong independent directors, and there's always been a culture of open debate and engagement on all topics related to the business, whatever the board agenda items are. That said, as you've seen, the family has reduced, firstly, its number of representatives from four to three a year ago, and in addition, has now stepped off all chair of subcommittee roles with Suzanne Ackerman stepping down as SETC.
Each of the subcommittees of the board are chaired independently and have a significant number of independent board members in each of those committees. There isn't an issue of Ackerman family dominance. There's a strong independent board. As I've said, we continue to strengthen the board. In addition to the two appointments we've now made of independent directors, as I said, there will be a third that will hopefully join over the next six to 12 months.
I also do want to say that it is important, as we said, the board values both continuity and the refresh. Therefore, it is important in this time of transition, as we bring new board members on, that we retain the wisdom and experience of our existing board members who've seen the business over many years and have a deep understanding of the dynamics at play inside the business. Thanks very much, Ms. Lily, and thank you, Vaughan.
Thank you, James. The second question, also from [Mahluli Ncube] from Insight SA, is on tenure and audit committee concerns, stating that several independent directors, namely Audrey Mothupi-Palmstierna and Aboubakar Jakoet, exceed the tenure thresholds typically associated with impaired independence. As such, what timeline has the board set to rotating these long-serving directors or key oversight committees such as audit and risk to align with best practice and governance guidelines? I'll redirect this to James again as incoming Chair.
Thank you, Vaughan, and thank you again, Ms. Lily. Yes, your point that we have two long-serving non-execs on the audit committee is noted. As I've indicated, there is certainly an intention to refresh the audit committee. As you've seen, Pooven Viranna has joined the audit committee as she's also joined the board. Clearly, this is part of the importance of adding and refreshing this committee. Audrey Mothupi-Palmstierna has indicated that she will not offer herself up for reelection in a year's time. She is, as you've seen in the resolutions, appointed for an additional year. We need to make sure that the committee is further strengthened over the time with new appointments to this committee.
It's only then that we will be in a position, once we've got the committee up to full strength, that we can rotate the other long-serving board member, Bakar Jakoet, off this committee, given the importance of continuity and experience. Clearly, the audit committee is a key focus point of our board refresh. I would like to stress the point I made earlier, that both Audrey and Bakar have been assessed by the board as independent and have added significant value and wisdom, particularly in these difficult times over the past year. We deeply appreciate the contribution and the value that they bring to the board, but also to the audit committee, as you've asked. Thank you.
Thank you, James. The third question, also from Insight SA, is on remuneration, executive remuneration alignment. The CEO remuneration surged from ZAR 10 million -ZA R 24.9 million, with an LTI award of ZAR 40.2 million, despite headline losses and deferred dividends. The question is whether RemCom can clarify this jump and the award, particularly with long-term incentives linked to PIC's REM policy. I'm going to refer this to Audrey Mothupi-Palmstierna, our RemCom Chair. Thank you, Audrey.
Good morning, everyone. I'd be very surprised if you didn't have a question this morning. I always look forward to those. I hope you're well this morning. I think it's important to first note that actually the CEO was employed for a full 12 months in FY 2025, and this was directly compared in an error to the five months to 2024. I'm sure you'll have seen that the ISS report reported that in error. On a comparable basis, our CEO, Sean, received an annual increase of 5%. Before I get into the LTI, I'm reminded that we probably are the only company that went through two corporate actions in nine months, have possibly, I call him a rock star, that is Sean, a CEO who's got serious experience, but more important, came around to provide that turnaround from a business point of view.
In terms of looking at it from a REM point of view, it's important to also appreciate that we do have Sean that has helped us through a difficult period and continues to be key and critical to the organization. With regards to the LTI, you asked the question around the LTI. The CEO's LTI award is closely aligned with the group's long-term turnaround strategy. I think it's important to note that 25% of that amount was linked to the financial performance, and the majority reflects the critical non-financial priorities that are essential to long-term success. Retention and succession is key, as you know, given where we come from. If we break that down further for you, 50%, which is about 2 million shares that are allocated, will be vested in October 2025. That's subject to the completion of the development of a strong, experienced, and accountable leadership team.
As I mentioned, succession is critical going forward to write the operational structures that we have in place. 25% of the breakdown of that LTI, 1 million shares, can be vested in February 2027. That, Ms. Lily, is based on effective CEO succession. I think that's a key requirement for any organization. We're not really unique in that regard, but it's important to note that we have factored that into our LTI, and that's vesting in 2027. Long-term sustainability being key. A further 25%, which is again an additional 1 million shares, will be vested in February 2027. I think it's important to note that that'll be based on the EBITDA targets in line with the objectives of the long-term plan.
In closing, these performance conditions you'll see reflect the importance both in terms of building retention, building succession, but also the scale of the challenge and the fundamental changes that we need to secure the lasting value to all of you as key shareholders. I hope that helps. Thanks, Ms. Lily.
Thank you, Audrey. The next question, Mr. Chair, is an audio question from Chris Logan. Over to you, Chris. Thank you for joining our meeting today.
Yes, hi. Can you hear me?
Clearly. Thank you.
Yes, we can.
Yes, no, thanks a lot. First of all, congratulations on all the sterling work done in turning around Pick n Pay, and in particular to our CEO, Sean Summers. The first question would be, Pick n Pay is now in a net cash position of ZAR 4.2 billion, and its 65% holding in Boxer equates to ZAR 21 billion. Pick n Pay's market cap is only some ZAR 21 billion. Mr. Chair, if I could ask, what would be the board's attitude in possibly unbundling some of our Boxer?
Thanks, Chris, for the question. I'll refer this to Lerena Olivier, our CFO, and our incoming Chair, James , if you'd like to add or add additional insight to this question. Thank you for it.
Thank you, Vaughan. Good morning, everybody. Thank you, Chris, for the congratulations. We have been hard at work, but there is more to do. Specifically focusing in on your question, Boxer is a very, very important part of our business. We firmly believe that the best shareholder value we can give overall Pick n Pay shareholders is to make sure that that business grows and support it to unlock further value. Secondly, to actually deliver on the Pick n Pay turnaround plan. As you've duly noted, the Pick n Pay business itself, we don't believe is fully reflected in the share price, but we do know we need to get that business back to a cash flow and a profit break even, and that is the best way we believe we can unlock shareholder value for our [Pick n Pay] shareholders.
Thanks.
Thank you, Lerena. Anything else, Chris?
Yes, we can just turn to your minimum shareholding requirements on page 105 of the integrated annual report. These shareholding requirements only apply to our CEO at two times and our CFO at one time. I'm just looking at Walmart, for instance, which you'll agree has been a really successful retailer who stood the test of time. There they have a CEO requirement of seven times, basically, and also to all named executive officers and other senior officers of five times, basically. The question would be, aren't our requirements far too shallow and narrow?
Thank you, Chris. Thank you. I'm going to refer the question on to firstly James Formby and then Audrey Mothupi if she's got anything to add.
Great. Thank you, Chris. Yeah, I think that these are reasonable under the circumstances, and they're not out of line with market practice in South Africa. I think that if you look, and Audrey's already touched on the CEO link to and the weighting of his remuneration to long-term incentives, I think you'll agree that that, you know, irrespective of the minimum shareholding requirement, there is very strong alignment in the design of that package. You know, I don't think that the sort of MSR is a necessary hindrance in ensuring the proper alignment, which is ultimately what an MSR requirement is intended to do. I think that, you know, more widely across the executive team, these minimum shareholding requirements are quite normal and in line with market practice in South Africa. Obviously, Walmart may have its own views and a specific sort of policy that's different in the U.S.
Thank you, Vaughan. I don't know if Audrey wants to add.
Thank s, Chair. I think it's also important to note, you'd have seen that the MSR, I think the levels at 200% for the CEO are considered within our benchmark. It's also important to note that this year as well, the CFO has MSR targets linked to her package as well. As always, we continue to review as a remuneration policy, we'll continue to review annually and agree to minimal share ownership. In this case, it's probably fair to say that we have benchmarked appropriately. I think it's something that we'll continue to make note of as we continue to review the REM. Thank you.
Thanks.
Thank you, James. Thank you, Audrey. We have an online question from Lara French of the sorry, Just Share Community. Morning, Laura.
Hi, just checking. Can you hear me?
Yes. Clearly. Thank you.
Okay, great. I have a number of questions on the remuneration of Pick n Pay ASAP! drivers. Given that the online delivery division is central to Pick n Pay's turnaround strategy, it is concerning that the company continues to rely on outsourced independent contractors for its deliveries. This model is widely criticized as a way to avoid paying minimum wages or offering basic employment protections. In South Africa, it is also associated with heavy reliance on foreign workers, job insecurity, and elevated road safety risks. My questions are as follows. One, how many Pick n Pay ASAP! drivers have been involved in road accidents or fatalities over the past financial year? What data does the company track in this regard?
Laura, thank you for the question. It is quite operational in nature, so I'm going to steer it to our CEO, Sean Summers, for an answer. Thanks.
Thank you very much indeed, and thank you very much for the question, which has been a much asked and much vexed question over the last period of time. With regards to outsourcing, the remuneration rates that they pay are above or at the minimum rates that are required according to the labor laws and legislations of the country. I do not have to hand specifically the number of actual accidents involved in and fatalities, and this I will get, and through the offices of Vaughan , we will get that information back to you and circulate it to the audience for the AGM.
Thank you, Sean. We have another audio question.
I still have more questions.
Oh, sorry, Lara. Please continue. Apologies.
Sorry. Okay, another question I have is, you've just said that you don't have the amount that the drivers earn offhand, but can I ask, given their role in a core growth area, how do these drivers' earnings compare to the lowest paid employees directly employed by Pick n Pay?
Lara, thank you again. With regards to new incoming employees that come in, they would come in at SD9, and similarly, this would apply with scooter drivers that are employed by the outsourced company [pick up ] that we use in this regard.
Okay, thank you.
Is that all, Lara?
Yes, that's all. Thank you.
Thank you. There's another audio question from Kwanele Ngogela from the organization Just Share. Welcome, Kwanele.
Thank you very much, Chair. I hope I'm audible.
Clearly, please continue.
Just to quickly follow up on my colleagues, my name is Kwanele Ngogela, also from Just Share. A quick follow-up to Laura's question. What is the REM value of the lowest paid workers at Pick n Pay? Maybe that will help us in clarifying or at least understanding CEO's response better. How much are you remunerating the lowest paid workers, and do you consider that as a sufficient living wage? That will be a follow-up. My first question relating to transformation. Chair, before I pose that, I would like to also bid farewell and wish the best of luck to the incoming Chair as you chart this new way forward and all the best. Chair, my question will be linked to the remarks of the outgoing SET Chair's remarks, which she notes that the committee has prioritized diversity and transformation and made strides in your five-year employment equity.
In that score, Chair, my question will simply be, when you report your employment equity progress, you are aggregating the figures of gender and race. Last year, we've raised this concern, Chair. Without disclosing the actual breakdown by race and gender across the occupational level, this lack of this integrated data makes it very difficult for our stakeholders to meaningfully assess the company's transformation progress. Chair, I should mention that at last year's AGM, the company acknowledged this concern and indicated that it will take the matter into consideration. Given that no progress has been made on this front, can the committee explain why the disaggregated race and gender figures have still not been disclosed? When stakeholders can expect greater transparency in line with the EEA10 reporting requirements? That will be my first question. The second question, Chair, or third, sorry, relates to ESG STI targets.
Pick n Pay continues to withhold prospective disclosures of STI performance targets, citing market sensitivity. Yet, King IV recommends disclosing at least the categories and weightings of performance upfront unless a clear and compelling case is made, Chair. Why does the RemCom not provide even high-level prospective disclosure, including the ESG portion of the STI, particularly given that last year's report specified a 20% weighting for ESG KPIs, a detail that is absent this year? Chair, I should also make this point that without this information, especially given the removal of previously disclosed ESG STI weightings, how are shareholders expected to meaningfully evaluate the alignment between pay and performance and exercise informed voting on the remuneration policy and implementation report? Those will be my three questions for now.
Thank you so much. The first part of your question, I'll refer to Sean just to elaborate more on the wages.
Yes, and thank you very much for that, and thank you very much for the very valid question. I think it is common cause that one of the biggest inputs in the company is, in fact, the cost of wages, so to speak, and cost of employment at an operational level in the company. It is common cause that Pick n Pay not only pays above the SD9 minimum. If you look at across the average in the company, it is again common cause that Pick n Pay is perhaps the most generous employer in the country, without a doubt. We must also bear in mind that 75% of our employees' wages are, in fact, governed by union negotiations, which we have with our union partners.
We must also bear in mind that on top of this, we currently have a benefits package with regards to transport, maternity, et al., that are again significantly above that that is offered by our competitors. We live in a very, very competitive industry. One of the issues that we have in the organization is that our average cost of employment is, in fact, the highest in the industry.
Thank you, Sean. Kwanele, on your second question, can you just clarify the nub of it for us, please?
No, sorry. Before we move there, my question is simple. What is the REM value? I appreciate all the stuff the CEO is mentioning. The question is very simple. What is the REM value? How much? That's the question.
You need to define when you ask the question, what is the REM value?
How much is the total gross pay? Y our annualized gross pay of the lowest paid employee.
Again, this is not a simple question to answer because we don't have such a thing as just one average common lowest paid employee in the company. I can get the data for you and we can give you at the various points of employee that we have in the company, and this we can circularize for you. As I've said to you, in a very, very competitive industry in Pick n Pay, we are the most ingenuous player in our sector. The actual specific rand amount, you cannot take any one rand because it depends on how long a person has been employed in the company. We have a situation that we also most probably have the longest tenure on average of employees of the organization in Pick n Pay. It may sound like a very simple question, but it does not beget a simple answer.
It is a very complex answer. It's not just one number of a rand amount.
We will wait for you to circulate that information, CE. Thank you very much. I think, to clarify on the second question, no, we are saying, Chair, with regards to the progress on transformation, employment equity in particular, you continue to report a single aggregated figure for employment equity representation. You do not disintegrate the data and say, these are the number of women at various occupational levels. You just bundle all the designated, or should I say, employment equity data, black people and women, you bundle that number. We are asking, or at least we are saying, without you disclosing the actual breakdown by race and gender across the occupational levels, it becomes very difficult for our stakeholders to meaningfully assess the company's transformation progress. This is something that we've raised, Chair, last year.
We are asking, when will you actually report in line with the EEA 10 reporting requirements?
Cornelia, thank you for this question. I will answer it on behalf of the board in this committee. I agree with you. We can be clearer, and we can expand on this in our next report, and we commit to do so. With our transformation in EE reporting, all our reporting, EE reporting is fully disclosed with the Department of Employment and Labor, and it outlines race and gender in great detail. Pick n Pay has achieved its targets as disclosed in the last plan. We will be submitting a new plan as per the sectorial targets, as per the minister's targets, and the executive responsible for people and myself, Thembi Mbengashe and myself, would be happy to engage with you and your organization to explain where we are on this journey. We commit to fully disclosing it and being better at it in forthcoming reports.
I trust that answers your question.
No, it does. We are looking forward to that engagement. Lastly, from my side, I am raising this question also at a bedrock of the SET's Chair's remarks. I think she's also provided us reassurance that ensuring greater pay parity across race and gender is one of the focus areas. I should say, Chair, that is very welcome and we receive that information and we would like to just reinforce our support for that. At the same rate, Chair, I should say that we are also of the view that transparency is not only key to reform, but key to building trust and fostering accountability. Chair, notwithstanding the imminent company's ex-section 30 amendments, why did Pick n Pay stop disclosing the race and gender pay disparities as you used to do? I just want to know why did you stop disclosing those pay disparities?
I'm sure, maybe as a reminder, you used to report them using a Gini coefficient and you stopped disclosing that key information.
Thank you for the question. I do hear what you're saying, and I commit that we will get better at this. I agree with you, transparency and full disclosure is key. We have got a new People Officer in the role, Tembhi Mbengashe , as I've said to you, and we commit to speaking to you about it, explaining it to you when we meet, as well as fully disclosing this in future reports. Our intention is not to withhold or not disclose any information that is of importance to our shareholders and stakeholders. We commit to doing this in future reports. Thank you for that.
No, thank you very much. That's all from my side, and all the best to your CEO and your team going forward.
Thank you. We appreciate you, and thank you for your question. Mr. Chair, we have another audio question from Chris Logan, which is a follow-up question. Over to you, Chris.
Yes, thanks a lot. Just a hallmark of Boxer, our great subsidiary, is the focus of the executive on returns, and that's highlighted in their presentation. Really, I think, industry leading. That focus on returns has also been a key feature in ShopRite's revitalization over the last five years. It's noticeable that within our realm, nowhere is the balance sheet metric, certainly no ROIC. It's a metric, so turnover growth and EBITDA. Pick n Pay does disclose its ROIC on page 124 of the integrated annual report and sweated average cost of capital, and you know it's notable that the economic profits have been negative since disclosed. Isn't it, you know, shouldn't there be a greater focus on returns or economic profits? And shouldn't this be built into the remuneration key metrics?
I know we're in a turnaround, but even within the remuneration bit in the annual report, they talk about once the turnaround's over, they're going to move to HEPS again, not ROIC. As we know, you can grow your HEPS and destroy value. Shouldn't there be a greater focus on returns and that be instituted in the REM? Thank you.
Thank you, Chris. I'm going to refer this question to our CFO, Lerena Olivier.
Thank you, Chris. I could not agree more that returns for investors, for all stakeholders, are absolutely critical. You are very right in referring to Boxer's market-leading ROIC numbers. Therefore, it is a very, very important metric for both Boxer and for Pick n Pay. As you have rightly pointed out, at this stage, unfortunately, the Pick n Pay segment is loss-making and therefore the ROIC effectively is negative. Our remuneration strategy at this stage is to make sure that it's aligned to get us back to cash break-even, which effectively is a balance sheet metric to your point. We are fully committed to once the business is profitable and cash break-even, we will move back to market norms of headline earnings per share. Chris, I can give you my commitment that it will also include a ROIC metric similar to the one that we have for our Boxer subsidiary.
Thanks a lot. Good luck.
Thank you. I think, Vaughan, it looks like there are no more questions coming through.
There appears to be no questions coming through, Mr. Chair.
Chair, could I add one thing to Chris?
Yes, please.
Chris, we want to thank you for your positive commentary and support and wish you good luck. We just ask that you shop a little bit more with us and then we'll get back to sorting out the ROIC.
Sean, that applies to all shareholders.
It's a steady journey. Steady as we go.
As there are no more questions coming through, either audio or written, I declare the question and answer session closed and I ask you to please conclude your voting. We are going to be closing the voting now. Just waiting for Computershare to consolidate all the shares and the voting results will come up in a moment. The results are up. Just perusing them. Thank you for your cooperation, ladies and gentlemen. I declare that all the resolutions have been passed by the requisite majority. Thank you very much for your attendance today. I formally close the proceedings of the 57th Annual General Meeting of Pick n Pay Stores Ltd. I'd like to thank, finally, all shareholders and everybody for your support of myself personally and particularly of the company over this difficult period we've had over the last couple of years.
We are very comfortable that we are on a positive trajectory and we look forward to having much better results in the future in line with what we have put forward to the marketplace. Sean and his team are working hard to deliver on that. Thank you very much. James, it's over to you for next time. Good luck. Thank you very much, everybody. I declare this meeting closed.