BOXER RETAIL LIMITED - Report on proceedings at the 2025 Annual General Meeting

Report on proceedings at the 2025 Annual General Meeting

Boxer Retail Limited
(formerly Boxer Retail Proprietary Limited)
Incorporated in the Republic of South Africa
Registration number: 2024/392006/06
JSE and A2X share code: BOX
ISIN code: ZAE000339891
("Boxer")

REPORT ON PROCEEDINGS AT THE 2025 ANNUAL GENERAL MEETING

Shareholders are advised that, at the 1st Annual General Meeting (AGM) of Boxer Retail Limited held today, 29 July 2025,
all the ordinary, advisory and special resolutions proposed at the AGM were approved by the requisite majority of votes.

The following information is provided:

Number of issued ordinary shares                                                                          457 407 408
Number of treasury shares (not voted)                                                                             923
Number of ordinary shares capable of being voted at the AGM                                               457 406 485
Number of ordinary shares present/represented at the AGM, including proxies                               414 397 633
Percentage of total issued ordinary shares represented at the AGM                                              90.60%

Details of the results of voting at the AGM are as follows:

Shareholder Resolutions             Votes cast disclosed as a         Number of      Shares voted at           Shares
                                      percentage of the total   shares voted at              the AGM        abstained
                                             number of shares           the AGM       disclosed as a   disclosed as a
                                             voted at the AGM                          percentage of    percentage of
                                                                                    the issued share the issued share
                                                                                             capital          capital
                                         % FOR      % AGAINST            NUMBER                    %                %
Ordinary resolution number 1:            99.92           0.08       414 043 265                90.52             0.08
Appointment of external
auditors

Ordinary resolution number 2.1:         100.00           0.00       414 046 774                90.52             0.08
Election of Marek Masojada as
an executive director

Ordinary resolution number 2.2:          99.99           0.01       414 046 774                90.52             0.08
Election of David Wayne as an
executive director

Ordinary resolution number 2.3:          99.96           0.04       414 046 774                90.52             0.08
Election of James Formby as a
non-executive director

Ordinary resolution number 2.4:          99.96           0.04       414 046 774                90.52             0.08
Election of Sean Summers as a
non-executive director

Ordinary resolution number 2.5:          99.95           0.05       413 884 467                90.48             0.11
Election of Jesmane Boggenpoel
as an independent non-
executive director

Ordinary resolution number 2.6:          99.95           0.05       413 884 467                90.48             0.11
Election of Leon Lourens as an
independent non-executive
director

Ordinary resolution number 2.7:          99.95           0.05       413 884 467                90.48             0.11
Election of Charlotte Maponya
as an independent non-
executive director

Ordinary resolution number 2.8:          99.95           0.05       413 884 467                90.48             0.11
Election of Dineo Molefe as an
independent non-executive
director

Ordinary resolution number 2.9:          99.95           0.05       413 884 467                90.48             0.11
Election of Cindy Robertson as
an independent non-executive
director

Ordinary resolution number 3.1:          99.95           0.05       413 884 467                90.48             0.11
Appointment of Cindy
Robertson as a member of the
Audit, Risk and Compliance
Committee

Ordinary resolution number 3.2:          99.95           0.05       413 884 467                90.48             0.11
Appointment of Jesmane
Boggenpoel as a member of
the Audit, Risk and Compliance
Committee

Ordinary resolution number 3.3:          99.95           0.05       413 884 467                90.48             0.11
Appointment of Leon Lourens
as a member of the Audit, Risk
and Compliance Committee

Ordinary resolution number 4.1:          99.95           0.05       413 884 467                90.48             0.11
Appointment of Jesmane
Boggenpoel as a member of
the Social, Ethics and
Transformation Committee

Ordinary resolution number 4.2:          99.95           0.05       413 884 467                90.48             0.11
Appointment of Charlotte
Maponya as a member of the
Social, Ethics and
Transformation Committee

Ordinary resolution number 4.3:          99.95           0.05       413 884 467                90.48             0.11
Appointment of Dineo Molefe
as a member of the Social,
Ethics and Transformation
Committee

Advisory vote number 1:                  97.47           2.53       414 046 774                90.52             0.08
Endorsement of the
remuneration policy

Advisory vote number 2:                  97.62           2.38       414 046 774                90.52             0.08
Endorsement of the
implementation of the
remuneration policy

Special resolution number 1:             99.91           0.09       414 046 774                90.52             0.08
Directors' fees for the 2026 and
2027 annual financial periods

Special resolution number 2:             99.17           0.83       414 046 986                90.52             0.08
General approval to repurchase
Company shares


By order of the Board
Westville
29 July 2025

Sponsor: RAND MERCHANT BANK (a division of FirstRand Bank Limited)

Date: 29-07-2025 11:46:00
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