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 19 October 2015 were as follows: Resolution Number of Percentage of For** Against** Abstained*** shares voted shares in % % % issue* % Ordinary resolution number 1 692 293 481 83.48794 99.99986 0.00014 0.16709 Approval of annual financial statements Ordinary resolution number 2 692 560 771 83.52017 99.96828 0.03172 0.13486 Re-appointment of auditors Ordinary resolution number 3 692 560 771 83.52017 97.88162 2.11838 0.13486 Re-election of Dr CH Wiese Ordinary resolution number 4 692 560 771 83.52017 72.78402 27.21598 0.13486 Re-election of Mr EC Kieswetter Ordinary resolution number 5 692 560 771 83.52017 97.62184 2.37816 0.13486 Re-election of Mr JA Louw Ordinary resolution number 6 692 560 771 83.52017 99.03597 0.96403 0.13486 Appointment of Mr JF Basson as chairperson and member of the Shoprite Holdings Audit and Risk Committee Ordinary resolution number 7 692 560 771 83.52017 88.17581 11.82419 0.13486 Appointment of Mr JA Louw as member of the Shoprite Holdings Audit and Risk Committee Ordinary resolution number 8 692 560 771 83.52017 89.81488 10.18512 0.13486 Appointment of Mr JJ Fouché as member of the Shoprite Holdings Audit and Risk Committee Ordinary resolution number 9 692 560 771 83.52017 99.45550 0.54450 0.13486 Appointment of Mr JA Rock as member of the Shoprite Holdings Audit and Risk Committee Ordinary resolution number 10 692 560 771 83.52017 96.77732 3.22268 0.13486 General authority over unissued ordinary shares Ordinary resolution number 11 692 560 771 83.52017 96.78940 3.21060 0.13486 General authority to issue shares for cash Ordinary resolution number 12 692 560 771 83.52017 99.11580 0.88420 0.13486 General authority to directors and/or company secretary Resolution number 13 692 559 771 83.52017 71.08563 28.91437 0.13486 Non-binding advisory vote on the remuneration policy of Shoprite Holdings Special resolution number 1 692 559 453 83.52001 90.41657 9.58343 0.13502 Remuneration payable to non-executive directors Special resolution number 2 692 559 771 83.52017 99.82963 0.17037 0.13498 Financial assistance to subsidiaries, related and inter- related entities Special resolution number 3 692 559 771 83.52017 98.94373 1.05627 0.13498 Financial assistance for subscription of securities Special resolution number 4 692 531 093 83.51659 99.21403 0.78597 0.13844 General approval to repurchase shares Special resolution number 5 692 509 896 83.51404 99.98165 0.01835 0.14100 Approval of the scheme of arrangement relating to Shoprite Holdings 5% cumulative preference shares Special resolution number 6 692 509 896 83.51404 99.98165 0.01835 0.14100 Approval of the scheme of arrangement relating to Shoprite Holdings second 5% cumulative preference shares Special resolution number 7 692 509 896 83.51404 99.97657 0.02343 0.14100 Approval of the scheme of arrangement relating to Shoprite Holdings third 5% cumulative preference shares * Based on 829 213 779 shares (291 792 794 deferred shares and 572 871 960 ordinary shares less 35 450 975 treasury shares) in issue at the date of the AGM. ** In relation to the total number of shares voted at the AGM. *** In relation to the total number of shares in issue at the date 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 19 October 2015 Sponsor Nedbank CIB Date: 19/10/2015 02:08:00 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.