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Results of Annual General Meeting
Massmart Holdings Limited
(Incorporated in the Republic of South Africa)
Company registration No. 1940/014066/06
JSE Code: MSM
ISIN: ZAE 000152617
("Massmart" or the “Company”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the Massmart annual general meeting held at 09h00 on Wednesday,
27 May 2015 (“Annual General Meeting”), the shareholders passed all the ordinary and special
resolutions, as set out in the notice of Annual General Meeting dated 2 April 2015, by the requisite
majority of votes of shareholders present in person or represented by proxy.
The total number of shares present/represented, including proxies, at the Annual General Meeting was
196,559,476 or 89.35% of Massmart’s issued share capital as at Friday, 22 May 2015, being the Voting
Record Date.
The voting results were as follows:
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
Ordinary resolution number 1
Re-election of Shelley Broader to 98.22340 1.77660 195,686,129 88.95766 0.39702
the Board of Directors
Ordinary resolution number 2
Re-election of Andy Clarke to the 98.22340 1.77660 195,686,129 88.95766 0.39702
Board of Directors
Ordinary resolution number 3
Re-election of Johannes van 98.26036 1.73964 195,686,129 88.95766 0.39702
Lierop to the Board of Directors
Ordinary resolution number 4
Re-election of Kuseni Dlamini to 99.99997 0.00003 195,686,129 88.95766 0.39702
the Board of Directors
Ordinary resolution number 5
Re-election of Phumzile Langeni 99.98981 0.01019 195,686,129 88.95766 0.39702
to the Board of Directors
Ordinary resolution number 6
Re-election of JP Suarez to the 98.14486 1.85514 195,686,129 88.95766 0.39702
Board of Directors
Ordinary resolution number 7
Election of Ernst & Young Inc. as 99.28825 0.71175 195,686,129 88.95766 0.39702
the Company’s auditors
Ordinary resolution number 8
Appointment of the Audit
Committee members
8.1 Chris Seabrooke 90.05062 9.94938 195,686,129 88.95766 0.39702
8.2 Lulu Gwagwa 100.00000 0.00000 195,686,129 88.95766 0.39702
8.3 Phumzile Langeni 97.62485 2.37515 195,686,129 88.95766 0.39702
Ordinary resolution number 9
Authorisation for the Directors to
issue ordinary shares for cash, not 98.76183 1.23817 194,970,554 88.63236 0.53752
exceeding 5% of the shares in
issue
Ordinary resolution number 10
Endorsement of the Company’s 82.46638 17.53362 167,245,155 76.02857 13.32610
remuneration policy
Special resolution number 1
Authorisation for the Company 98.74597 1.25403 195,549,039 88.89534 0.45934
and/or its subsidiaries to
repurchase its own shares
Special resolution number 2
Approval of the non-executive
directors’ remuneration
2.1 Chairman of the Board 99.90594 0.09406 195,686,129 88.95766 0.39702
2.2 Deputy Chairman 99.98448 0.01552 195,686,129 88.95766 0.39702
2.3 Independent non-Executive 99.98448 0.01552 195,686,129 88.95766 0.39702
Directors
2.4 Committee Chairpersons 99.98448 0.01552 195,686,129 88.95766 0.39702
2.5 Committee members 99.98448 0.01552 195,686,129 88.95766 0.39702
Special resolution number 3
Authorisation to provide financial 100.00000 0.0000 195,686,129 88.95766 0.39702
assistance
Special resolution number 4
Authorisation by the shareholders
for the Company to amend its
Memorandum of Incorporation
4.1 Ordinary shareholders 100.00000 0.00000 192,845,646 87.66639 0.40221
4.2 ‘B’ preference 100.00000 0.00000 2,840,483 100.00000 0.00000
shareholders
Special resolution number 5
Authorisation by the shareholders
for the Company to ratify and
adopt the consolidated revised
Memorandum of Incorporation
5.1 Ordinary shareholders 99.91715 0.08285 192,845,646 87.66639 0.40221
5.2 ‘B’ preference
100.00000 0.00000 2,840,483 100.00000 0.00000
shareholders
*Expressed as a percentage of 219,976,704 Massmart ordinary shares in issue as at the Voting Record
Date.
Johannesburg
27 May 2015
Sponsor
Deutsche Securities (SA) Proprietary Limited
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