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: ZAE000152617
("Massmart" or the “Company”)


RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that at the Massmart annual general meeting held on Thursday, 25 May 2017
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 31 March 2017, 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
91.82% of Massmart’s issued share capital as at Friday, 19 May 2017, 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 Dr Nolulamo (Lulu)      99.91       0.09      199,347,129      91.80         0.015
Gwagwa to the Board of Directors
Ordinary resolution number 2
Re-election of Phumzile Langeni        96.35       3.65      199,344,529      91.80         0.016
to the Board of Directors
Ordinary resolution number 3
Re-election of JP Suarez to the        96.62       3.38      199,347,984      91.80         0.014
Board of Directors
Ordinary resolution number 4
Re-election of Johannes van            98.66       1.34      199,347,984      91.80         0.014
Lierop to the Board of Directors
Ordinary resolution number 5
Election of Ernst & Young Inc. as      99.95       0.05      199,347,834      91.80         0.014
the Company’s auditors
Ordinary resolution number 6
Appointment of the Audit
Committee members
6.1 Moses Kgosana                      99.84       0.16      199,345,384      91.80         0.016
6.2 Kuseni Dlamini (alternate
                                       99.14       0.86      199,345,384      91.80         0.016
      member)
6.3 Dr Nolulamo (Lulu)
                                       99.85       0.15      199,345,029      91.80         0.015
      Gwagwa
6.4 Phumzile Langeni                                                                        0.015
                                       99.05       0.95      199,345,029      91.80
 Ordinary resolution number 7
 Authorisation for the Directors to
 issue ordinary shares for cash,        98.25       1.75    199,347,879        91.80          0.014
 not exceeding 5% of the shares
 in issue
 Ordinary resolution number 8
 Endorsement of the Company’s           95.84       4.16    199,345,729        91.80          0.015
 remuneration policy
 Special resolution number 1
 Authorisation for the Company
                                        99.60       0.40    199,147,546        91.71          0.106
 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              99.97       0.03    199,345,729        91.80          0.015
 2.2 Deputy Chairman of the
                                        99.97       0.03    199,345,729        91.80          0.015
       Board
 2.3 Independent non-Executive
                                        99.97       0.03    199,345,729        91.80          0.015
       Directors
 2.4 Audit Committee Chairman           99.97       0.03    199,345,374        91.80          0.015
 2.5 Risk Committee Chairman            99.98       0.02    199,345,729        91.80          0.015
 2.6 Remuneration Committee
                                        99.98       0.02    199,345,729        91.80          0.015
       Chairman
 2.7 Nomination and Social and
                                        99.98       0.02    199,345,729        91.80          0.015
       Ethics Committee Chairmen
 2.8 Audit Committee Member             99.97       0.03    199,345,729        91.80          0.015
 2.9 Other Board Committee
                                        99.98       0.02    199,345,729        91.80          0.015
       Members
 Special resolution number 3
 Authorisation to provide financial     99.64       0.36    199,347,879        91.80          0.014
 assistance
*Expressed as a percentage of a total of 217,154,489 Massmart ordinary shares in issue as at the Voting
Record Date.


Johannesburg
25 May 2017


Sponsor
Deutsche Securities (SA) Proprietary Limited

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