SHOPRITE HOLDINGS LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

Shoprite Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1936/007721/06)
ISIN no: ZAE 000012084
JSE share code: SHP
NSX share code: SRH
LuSE share code: SHOPRITE
(“Shoprite Holdings” or “the Company”)


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Shoprite Holdings held at the registered offices of the
Company on 27 October 2014 were as follows:


 Resolution                                                         Number of      Percentage               For**          Against**     Abstained**
                                                                  shares voted     of shares in                 %                  %                 %
                                                                                        issue*
                                                                                             %
 Ordinary resolution number 1                                     706 150 925           81.78%                100                   0
 Approval of annual financial statements
 Ordinary resolution number 2                                     703 923 318           81.52%           98.94540            1.05460
 Re-appointment of auditors
 Ordinary resolution number 3                                     705 215 997           81.67%           99.35757            0.64243
 Re-election of Dr ATM Mokgokong
 Ordinary resolution number 4                                     705 234 117           81.67%           99.19531            0.80469
 Re-election of Mr JJ Fouché
 Ordinary resolution number 5                                     705 234 117           81.67%           99.05010            0.94990
 Re-election of Mr JG Rademeyer
 Ordinary resolution number 6                                     705 234 117           81.67%           99.16819            0.83181
 Re-election of Mr JA Rock
 Ordinary resolution number 7                                     706 354 848           81.80%           99.78240            0.21760
 Re-election of Mr JF Basson
 Ordinary resolution number 8                                     705 234 117           81.67%           98.35112            1.64888
 Appointment of Mr JG Rademeyer as Chairperson and
 member of the Shoprite Holdings Audit
 and Risk Committee
 Ordinary resolution number 9                                     705 234 117           81.67%           88.80533           11.19467
 Appointment of Mr JA Louw as member of the Shoprite
 Holdings Audit and Risk Committee
 Ordinary resolution number 10                                    705 234 117           81.67%           89.37325           10.62675
 Appointment of Mr JJ Fouché as member of the Shoprite
 Holdings Audit and Risk Committee
 Ordinary resolution number 11                                    705 234 117           81.67%           99.48939            0.51061
 Appointment of Mr JF Basson as member of the Shoprite
 Holdings Audit and Risk Committee
 Ordinary resolution number 12                                    705 234 117           81.67%           99.58232            0.41768
 Appointment of Mr JA Rock as member of the Shoprite
 Holdings Audit and Risk Committee
 Ordinary resolution number 13                                    706 354 848           81.80%           99.66359            0.33641
 General authority over unissued ordinary shares
 Ordinary resolution number 14                                    706 354 848           81.80%           99.68470            0.31530
 General authority to issue shares for cash
 Resolution                                                          
                                                                                                                                                         %
 Ordinary resolution number 15                                     706 354 848         81.80%           99.94071            0.05929
 General authority to directors and/or company secretary
 Resolution number 16                                              704 238 606         81.56%           68.88777           31.11223
 Non-binding advisory vote on the remuneration policy of
 Shoprite Holdings
 Ordinary resolution number 17                                     706 354 848         81.80%           99.64696           0.035304
 Redemption of preference shares
 Special resolution number 1                                       705 160 323         81.66%           99.70581            0.29419
 Remuneration payable to non-executive directors
 Special resolution number 2                                       705 359 337         81.69%           99.54988            0.45012
 Financial assistance to subsidiaries, related and inter-related
 entities
 Special resolution number 3                                       705 359 337         81.69%           98.85443            1.14557
 Financial assistance for subscription of securities
 Special resolution number 4                                       706 333 627         81.80%           99.38768            0.61232
 General approval to repurchase shares
 Special resolution number 5                                       706 349 358         81.80%           82.45780           17.54220
 Specific authority to issue deferred shares to Thibault Square
 Financial Services (Proprietary) Limited
 Special resolution number 6                                       703 168 341         81.43%           99.54888            0.45112
 Approval of amendment to clause 9.3 of the Memorandum of
 Incorporation of the Company as proposed by the Board


*Based on 863 497 031 shares (290 625 071 deferred shares and 572 871 960 ordinary shares) in issue at the date of the annual general meeting.
**In relation to the total number of shares voted at the annual general meeting.

Special resolutions 7, 8 and 9 relating to the amendments to clauses 9.4, 9.5 and 9.6 respectively of the Memorandum of Incorporation of Shoprite
Holdings were withdrawn prior to the commencement of the AGM.

Based on the above voting results, all resolutions were passed by the requisite majority of Shoprite Holdings shareholders present in person or
represented by proxy at the annual general meeting.


Cape Town
27 October 2014
Sponsor
Nedbank Capital

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