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 on Thursday, 26 May 2016
at 09h00 (“Annual General Meeting”), the shareholders passed all the ordinary and special resolutions,
as set out in the notice of Annual General Meeting dated 1 April 2016, 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
196,360,101 or 89.26% of Massmart’s issued share capital as at Friday, 20 May 2016, 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 Raboijane (Moses)
                                      99.71006    0.28994     196,341,483      89.25553       0.00846
Kgosana to the Board of
Directors
Ordinary resolution number 2
Re-election of Enrique Ostalé to      99.00152    0.99848     196,341,483      89.25553       0.00846
the Board of Directors
Ordinary resolution number 3
Re-election of Chris Seabrooke to     98.55046    1.44954     196,341,483      89.25553       0.00846
the Board of Directors
Ordinary resolution number 4
Election of Ernst & Young Inc. as     99.97042    0.02958     196,341,973      89.25557       0.00824
the Company’s auditors
Ordinary resolution number 5
Appointment of the Audit
Committee members
5.1 Chris Seabrooke                   92.40278    7.59722     196,341,483      89.25553       0.00846
5.2 Lulu Gwagwa                       99.20665    0.79335     196,341,483      89.25553       0.00846
5.3 Raboijane (Moses)                                                          89.25553
                                      99.75001    0.24999     196,341,483                     0.00846
      Kgosana
5.4 Phumzile Langeni                  99.67789    0.32211     196,341,483      89.25553       0.00846
Ordinary resolution number 6
Authorisation for the Directors to    99.96646    0.03354     195,589,717      88.91378       0.00827
issue ordinary shares for cash,
 not exceeding 5% of the shares
 in issue
                                                                                           SHARES
                                                 TOTAL SHARES VOTED
                                                                                          ABSTAINED
                                        FOR       AGAINST
                                                              NUMBER            %*             %*
 RESOLUTION                              (%)         (%)
 Ordinary resolution number 7
 Endorsement of the Company’s         84.72198 15.27802 196,337,441         89.25369        0.01030
 remuneration policy
 Special resolution number 1
 Authorisation for the Company
                                      98.78078     0.21922  196,307,883     89.24025        0.02374
 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            99.97206     0.02794  196,337,441     89.25369        0.01030
 2.2 Deputy Chairman of the
                                      99.97206     0.02794  196,337,441     89.25369        0.01030
       Board
 2.3 Independent non-Executive
                                      99.97206     0.02794  196,303,351     89.23819        0.02580
       Directors
 2.4 Audit and Risk Committee                               196,337,441     89.25369
                                      99.97206     0.02794                                  0.01030
       Chairmen
 2.5 Other Committee Chairmen 99.97206             0.02794  196,337,441     89.25369        0.01030
 2.6 Committee Members                99.97206     0.02794  196,337,441     89.25369        0.01030
 Special resolution number 3
 Authorisation to provide financial   99.97503     0.02497  196,341,483     89.25553        0.00846
 assistance
*Expressed as a percentage of a total of 219,976,817 Massmart ordinary shares in issue as at the Voting
Record Date.


Johannesburg
26 May 2016


Sponsor
Deutsche Securities (SA) Proprietary Limited

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