NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the fifteenth annual general meeting of shareholders of Clicks Group Limited (“the company”) will be held at the registered office of the company, corner Searle and Pontac Streets, Cape Town on Tuesday, 18 January 2011 at 10:00, at which the resolutions set out below will be considered and, if deemed fit, passed with or without amendment, and the actions set out below taken:

1. Ordinary resolution number 1 – adoption of financial statements
  To receive and consider for adoption the annual financial statements of the company and the group for the year ended
31 August 2010.
   
2. Ordinary resolution number 2 – reappointment of auditors
  To reappoint KPMG Inc. as auditors of the company for the ensuing year and to note that the individual registered auditor who will undertake the audit is David Friedland.
   
3. Ordinary resolution number 3 – re-election of director
  To consider the re-election as a director of the company of Michael Harvey who retires in accordance with the company’s articles of association (“articles”) and being eligible, offers himself for re-election.
   
  In compliance with paragraph 3.84 of the JSE Listings Requirements (“the Listing Requirements”), a brief curriculum vitae is provided here.
   
4. Ordinary resolution number 4 – re-election of director
  To consider the re-election as a director of the company of David Kneale who retires in accordance with the articles and being eligible, offers himself for re-election.
   
  In compliance with paragraph 3.84 of the Listings Requirements, a brief curriculum vitae is provided here.
   
5. Ordinary resolution number 5 – re-election of director
  To consider the re-election as a director of the company of Martin Rosen who retires in accordance with the articles and being eligible, offers himself for re-election.
   
  In compliance with paragraph 3.84 of the Listings Requirements, a brief curriculum vitae is provided here.
   
6. Ordinary resolution number 6 – re-election of director
  To consider the re-election as a director of the company of Nkaki Matlala who retires in accordance with the articles and being eligible, offers himself for re-election.
   
  In compliance with paragraph 3.84 of the Listings Requirements, a brief curriculum vitae is provided here.
   
7. Ordinary resolution number 7 – approval of directors’ fees
  To approve the proposed fee structure, payable to non-executive directors, as disclosed in the Remuneration Report for the year 1 September 2010 to 31 August 2011.
   
8. Ordinary resolution number 8 – general authority to make distributions to shareholders by way of a reduction in share premium
   
  To consider, and if deemed fit, to pass, with or without modification, the following ordinary resolution:
   
  “Resolved that the directors of the company be and are 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 Companies Act”), and the articles and the Listings Requirements, 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 percent) of the group’s issued share capital and reserves, in any one financial year, measured as at the beginning of such financial year.
  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 percent) of the current issued share capital and consolidated reserves of the company and its subsidiaries (“the group”):
   
 
  • the group will be able in the ordinary course of business to pay its debts for a period of 12 months after the date of the notice of the annual general meeting;   
  • the assets of the company and the group, fairly valued, will be in excess of the liabilities of the company and the group for a period of 12 months after the date of the notice of the annual general meeting;
  • the issued share capital and reserves of the company and the group will be adequate for ordinary business purposes for a period of 12 months after the date of the notice of the annual general meeting; and
  • the working capital available to the company and the group will be adequate for ordinary business purposes for a period of 12 months after the date of the notice of the annual general meeting.”
9. Ordinary resolution number 9 – specific authority to issue shares in terms of the Companies Act
  “Resolved that, subject to the adoption of ordinary resolution number 10, as a specific approval contemplated in section 221 of the Companies Act, the directors of the company be and are hereby authorised by way of a specific authority to issue for cash 15 000 000 authorised, but unissued, shares in the capital of the company to the company’s wholly- owned subsidiary, New Clicks South Africa (Proprietary) Limited, at a value, determined as the volume weighted average traded price of the company’s share on the JSE measured over the 30 (thirty) business days prior to the date the application for the listing of shares is submitted to the JSE Limited. Such shares to be issued and allotted by the directors in one or more tranches, prior to the next annual general meeting of the company, subject to the Companies Act, the articles and the Listings Requirements as presently constituted and as may be amended from time to time.”
   
  The additional information required in terms of the Listings Requirements for purposes of this authority is provided in Annexure 1.
   
10. Ordinary resolution number 10 – specific authority to issue shares in terms of the Listings Requirements
  “Resolved that, subject to the adoption of ordinary resolution number 9, 15 000 000 ordinary shares of R0.01 (1 cent) each in the authorised but unissued share capital of the company be allotted and issued for cash to the company’s wholly-owned subsidiary, New Clicks South Africa (Proprietary) Limited, by the directors in one or more tranches, prior to the next annual general meeting of the company, at a value, determined as the volume weighted average traded price of the company’s shares on the JSE measured over the 30 business days prior to the date the application for the listing of shares is submitted to the JSE Limited.”
   
  The additional information required in terms of the Listings Requirements for purposes of this authority is provided in Annexure 1.
   
  Note: Pursuant to the Listings Requirements, ordinary resolution number 10 requires the approval of a 75% (seventy-five percent) majority of votes cast in favour thereof by all shareholders present or represented by proxy.
   
11. Special resolution number 1 – general authority to repurchase shares
  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, 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, the provisions of the Companies Act and the Listings Requirements 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;
  • authorisation thereto being given by the articles;
  • 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 percent) of the initial number of ordinary shares, and for each 3% (three percent) 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 5% (five percent) 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 percent) 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) 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 and the group’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 of the 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 Listings Requirements unless they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed and full details of the programme have been disclosed in an announcement on SENS prior to the commencement of the prohibited period; 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:
   
 
  • the company and the group will be able in the ordinary course of business, to pay its debts for a period of
    12 (twelve) months after the date of this notice of the annual general meeting; and
  • the assets of the company and group will be in excess of the liabilities of the company and group for a period of 12 (twelve) months after the date of this notice of the annual general meeting fairly valued in accordance with the accounting policies used in the audited financial statements for the year ended 31 August 2010;
  • the share capital and reserves of the company and group will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of this notice of annual general meeting; and
  • the working capital of the company and the group will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of this notice of the annual general meeting.
  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 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.
   
  Further to the above, the reasons for the repurchase of the company’s shares include the desire to maintain the ratio of shareholders’ interest to the total assets of the group within the financial targets published on page 6.
   
  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 Listings Requirements for purposes of this general authority:
   
  Directors and management
  Major beneficial shareholders
  Directors' interests in ordinary shares
  Share capital of the company
   
  Litigation statement
  In terms of section 11.26 of the Listings Requirements, the directors, whose names appear 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.
   
  Directors’ responsibility statement
  The directors, whose names appear in the annual report, 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 group since the date of signature of the audit report and up to the date of this notice.
   
12. To transact such other business as may be transacted at an annual general meeting
  All shareholders of ordinary shares in the company 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 returning it to the company’s transfer secretaries or the registered office of the company by not less than 24 hours prior to the time appointed for the holding of the meeting (excluding Saturdays, Sundays and public holidays).
  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 (“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

DW Janks

DW Janks
Company Secretary

12 November 2010