SHOPRITE HOLDINGS LIMITED - Nomination of person for election as director at a shareholder meeting

Nomination of person for election as director at a shareholder meeting

SHOPRITE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa) Registration number 1936/007721/06
ISIN: ZAE000012084
JSE Share code: SHP NSX Share code: SRH
LuSE Share code: SHOPRITE
(“Shoprite Holdings” or “the company”)


NOMINATION OF PERSON FOR ELECTION AS DIRECTOR AT A SHAREHOLDER
 MEETING

 1. Shareholders are referred to the Notice to Shoprite Holdings shareholders:
   Annual General Meeting (“AGM”) dated 4 October 2019 ("Notice") to be held on 4
    November 2019.

 2. Article 33.11 of the Shoprite Holdings Memorandum of Incorporation (MOI) states
    that:

     “Any Shareholder shall be entitled to nominate any Person for election as a Director
     at any Shareholders Meeting, provided that such nomination, together with the
     consent of that person to be elected as a Director, shall be received by the
     Company no later than four (4) Business Days prior to the date of such
     Shareholders Meeting.”

 3. Shareholders are advised that All Weather Capital (Pty) Ltd, being the holder of 3,2
    million Shoprite Holdings ordinary shares as at 22 October 2019, delivered a written
    nomination for election of Mr JF Le Roux as non-executive director in terms of this
    article to Shoprite Holdings on 23 October 2019. The nomination was accepted by
    Mr Le Roux on 23 October 2019 who also declared that he is not disqualified from
    being or ineligible to become a director in terms of section 69 of the Companies Act
    71 of 2008 (as amended).

 4. Accordingly, shareholders are further advised that the following ordinary resolution
    (to be dealt with under item 8 of the Notice being "Transaction of other Business")
    will be added to the ordinary and special resolutions to be tabled at the AGM of
    Shoprite Holdings to be held on 4 November 2019 at 09h15:

    ORDINARY RESOLUTION NUMBER 12: ELECTION OF MR JF LE ROUX

    “Resolved that Mr JF Le Roux, who has been nominated in accordance with article
     33.11 of the MOI and who is eligible and available for election, is hereby appointed
     as director with immediate effect.”

     Age:69
     First Appointed: n/a
     Educational qualifications: BCom CTA CA(SA)
     Previous positions: Pepkor Ltd CFO (1975-1987) and Pepkor Ltd CEO (1997-1999)
     Directorships: Various private companies

    For ordinary resolution number 12 to be approved by shareholders it must be
    supported by more than 50% of the voting rights exercised on the resolution by
    shareholders present or represented by proxy at this meeting.

 5. A separate Form of proxy is available on the Shoprite Holdings website at
    https://www.shopriteholdings.co.za/content/dam/SENS/2019/Form-of-Proxy.pdf.

Cape Town
28 October 2019

Sponsor
Nedbank Corporate and Investment Banking

Date: 28/10/2019 04:50:00
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