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Results of general meeting and annual general meeting, and change to the board of directors
Shoprite Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1936/007721/06)
ISIN no: ZAE000012084
JSE share code: SHP
NSX share code: SRH
LUSE share code: SHOPRITE
(“Shoprite Holdings” or “the Company”)
RESULTS OF GENERAL MEETING AND ANNUAL GENERAL MEETING
CHANGE TO THE BOARD OF DIRECTORS
1. Results of General Meeting and Annual General Meeting
Shareholders are advised that the voting results for the general meeting (“GM”) of Shoprite Holdings ordinary shareholders and the annual
general meeting (“AGM”) of Shoprite Holdings shareholders held at the registered offices of the Company on 30 October 2017 were as follows:
Results of GM
Resolution Number of Percentage of In favour of** Against** Abstained***
shares voted shares in % % %
issue*
%
Special resolution number 1: 410 669 677 73.87 94.62 5.38 0.02
Conversion of Par Value Shares
Ordinary resolution number 1: 410 669 139 73.87 94.62 5.38 0.02
Signature of Documents and Authority
* Based on 555 901 930 ordinary shares as follows:
- 591 338 502 ordinary shares;
- less 35 436 572 treasury shares
in issue at the date of the GM.
** In relation to the total number of shares voted at the GM.
*** In relation to the total number of shares in issue at the date of the GM.
Based on the above voting results, all resolutions were passed by the requisite majority of Shoprite Holdings ordinary shareholders present in
person or represented by proxy at the GM.
Results of AGM
Resolution Number of Percentage of In favour of** Against** Abstained***
shares voted shares in % % %
issue*
%
Ordinary resolution number 1 754 268 992 87.55 100.00 0.00 0.09
Approval of Annual Financial Statements
Ordinary resolution number 2 754 589 561 87.59 99.81 0.19 0.05
Re-appointment of Auditors
Ordinary resolution number 3 754 589 511 87.59 95.39 4.61 0.05
Re-election of Dr CH Wiese
Ordinary resolution number 4 754 589 443 87.59 96.21 3.79 0.05
Re-election of Mr EC Kieswetter
Ordinary resolution number 5 754 540 011 87.58 86.28 13.72 0.06
Re-election of Mr JA Louw
Ordinary resolution number 6 754 590 011 87.59 97.85 2.15 0.05
Re-election of Mr CG Goosen
Ordinary resolution number 7 754 588 665 87.59 91.43 8.57 0.05
Appointment of Mr JF Basson as
Chairperson and Member of the Shoprite
Holdings Audit and Risk Committee
Ordinary resolution number 8 754 538 665 87.58 86.60 13.40 0.06
Appointment of Mr JA Louw as Member of
the Shoprite Holdings Audit and Risk
Committee
Ordinary resolution number 9 754 588 665 87.59 86.06 13.94 0.05
Appointment of Mr JJ Fouché as Member of
the Shoprite Holdings Audit and Risk
Committee
Ordinary resolution number 10 754 588 665 87.59 99.54 0.46 0.05
Appointment of Mr JA Rock as Member of
the Shoprite Holdings Audit and Risk
Committee
Ordinary resolution number 11 754 588 165 87.59 96.67 3.33 0.05
General Authority over Unissued Ordinary
Shares
Ordinary resolution number 12 754 588 165 87.59 95.97 4.03 0.05
General Authority to Issue Shares for Cash
Ordinary resolution number 13 754 588 365 87.59 97.61 2.39 0.05
General Authority to Directors and/or
Company Secretary
Ordinary resolution number 14.1 754 585 376 87.59 70.11 29.89 0.05
Non-binding Advisory Vote on the
Remuneration Policy of Shoprite Holdings
Ordinary resolution number 14.2 754 587 194 87.59 71.42 28.58 0.05
Non-binding Advisory Vote on the
Implementation of the Remuneration Policy
Special resolution number 1 754 585 323 87.59 99.11 0.89 0.05
Remuneration Payable to Non-executive
Directors
Special resolution number 2 754 587 176 87.59 99.20 0.80 0.05
Financial Assistance to Subsidiaries,
Related and Inter-related Entities
Special resolution number 3 754 587 903 87.59 98.52 1.48 0.05
Financial Assistance for Subscription of
Securities
Special resolution number 4 754 414 068 87.57 99.33 0.67 0.07
General Authority to Repurchase Shares
Special resolution number 5 754 587 547 87.59 97.54 2.46 0.05
Conversion of Par Value Shares
Special resolution number 6 754 524 547 87.58 94.43 5.57 0.06
Increase in Authorised Share Capital
* Based on 861 523 531 shares as follows:
- 305 621 601 deferred shares;
- 591 338 502 ordinary shares;
- less 35 436 572 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 AGM.
Shareholders are further advised that due to Ordinary resolutions number 14.1 and 14.2 relating to the non-binding advisory votes on the
remuneration policy and the implementation of the remuneration policy were voted against by more than 25% of Shoprite Holdings
shareholders present in person or represented by proxy at the AGM, an invitation will be extended to such dissenting shareholders to engage
with the Company. The manner and timing of such engagement has not as yet been finalised and Shoprite Holdings will issue a further
announcement shortly including such details.
2. Change to the board of directors
In accordance with section 3.59 of the JSE Limited Listings Requirements, shareholders are advised that Dr JW Basson has retired as a vice
chairman and non-executive director of Shoprite Holdings with effect from 25 October 2017.
Cape Town
30 October 2017
Sponsor
Nedbank Corporate and Investment Banking
Date: 30/10/2017 05:38:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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