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, 24 May 2018 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 29 March 2018, 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 90.70% of
Massmart’s issued share capital as at Friday, 18 May 2018, being the Voting Record Date.

The voting results were as follows:
                                                                                                            SHARES
                                                               TOTAL SHARES VOTED
                                                                                                           ABSTAINED
                                                   FOR      AGAINST
                                                                             NUMBER              %*              %*
  RESOLUTION                                       (%)        (%)
  Ordinary resolution number 1
  Election of Ms Susan Muigai to the Board       98,55      1,45         196,954,925                          0,013%
  of Directors                                                                               90,69%
  Ordinary resolution number 2
  Election of Mr Roger Burnley to the Board      98,51      1,49         196,954,925         90,69%           0,013%
  of Directors
  Ordinary resolution number 3
  Re-election of Mr Chris Seabrooke to the       89,88      10,12        196,954,925         90,69%           0,013%
  Board of Directors
  Ordinary resolution number 4
  Re-election of Mr Guy Hayward to the           99,08      0,92         196,871,927         90,65%           0,051%
  Board of Directors
  Ordinary resolution number 5
  Election of Ernst & Young Inc. (with Mr        99,91      0,09         196,955,403         90,69%           0,013%
  Roger Hillen as the audit partner) as the
  Company’s external auditors
  Ordinary resolution number 6
  Appointment of the Audit Committee
  members
  6.1 Mr Chris Seabrooke (Chairman)              91,21      8,79         196,954,925         90,69%            0,013%

  6.2 Dr Lulu Gwagwa                             99,63      0,37         196,954,925         90,69%            0,013%
  6.3 Ms Phumzile Langeni
                                                 91,88      8,12         196,954,925         90,69%            0,013%
   Ordinary resolution number 7
   Authorisation for the Directors to issue      98,24      1,76         196,955,262         90,69%            0,013%
   ordinary shares for cash, not exceeding
   5% of the shares in issue
   Ordinary resolution number 8
   Endorsement of the Company’s                  92,43      7,57         196,955,007         90,69%            0,013%
   remuneration policy
   Ordinary resolution number 9
   Endorsement of the Company’s                  92,84      7,16         196,955,007         90,69%            0,013%
   remuneration implementation report
   Special resolution number 1
   Authorisation for the Company and/or its      98,78      1,22         196,605,139         90,53%            0,17%
   subsidiaries to repurchase its own shares
   Special resolution number 2
   Approval of the non-Executive Directors’
   remuneration
   2.1 Chairman of the Board                     99,98      0,02         196,955,262         90,69%            0,013%
   2.2 Deputy Chairman of the Board              99,98      0,02         196,955,262         90,69%            0,013%

   2.3 Independent non-Executive Directors       99,98      0,02         196,955,262         90,69%            0,013%

   2.4 Audit Committee Chairman                  99,98      0,02         196,955,262         90,69%            0,013%
   2.5 Risk Committee Chairman                   99,98      0,02         196,955,262         90,69%            0,013%

   2.6 Remuneration Committee Chairman           99,98      0,02         196,955,262         90,69%            0,013%

   2.7 Nomination and Social and Ethics
                                                 99,98      0,02         196,955,262         90,69%            0,013%
   Committee Chairmen
   2.8 Audit Committee Member                    99,98      0,02         196,955,262         90,69%            0,013%

   2.9 Other Board Committee Members             99,98      0,02         196,955,262         90,69%            0,013%

   Special resolution number 3
   Authorisation to provide financial            99,95      0,05         196,956,265         90,69%            0,012%
   assistance

*Expressed as a percentage of a total of 217,177,130 Massmart ordinary shares in issue as at the Voting Record
Date.

Johannesburg
24 May 2018


Sponsor
Deutsche Securities (SA) Proprietary Limited

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