MASSMART HOLDINGS LIMITED - Results of Annual General Meeting

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

Date: 27/05/2015 12:37:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.