CLICKS GROUP LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

Clicks Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1996/000645/06
JSE share code: CLS
ISIN: ZAE000134854
CUSIP: 18682W205
LEI: 378900E967958A677472
(“Clicks Group” or “the company”)


RESULTS OF ANNUAL GENERAL MEETING

The ordinary and special resolutions set out below were put before the annual general meeting of
Clicks Group shareholders held on 26 January 2022.

The company’s total number of shares in issue eligible to vote is 243 969 611 and the total number
of shares represented in person or by proxy at the meeting was 209 440 692 representing 85.85%
of the eligible shares.

The voting for each resolution was as follows:

                                          Votes for            Votes             Votes   Total votes
                                                             against         abstained
 Ordinary resolution no 1:              207 405 934          545 213         1 489 545   207 951 147
 adoption of financial statements            99.74%            0.26%             0.72%       100.00%
 Ordinary resolution no 2:              209 047 604          132 730           260 358   209 180 334
 reappointment of auditor                    99.94%            0.06%             0.12%       100.00%
 Ordinary resolution no 3:              204 236 707        4 943 508           260 477   209 180 215
 election of Penelope Moumakwa as a          97.64%            2.36%             0.12%       100.00%
 director
 Ordinary resolution no 4:              191 075 500       18 104 715           260 477   209 180 215
 election of Sango Ntsaluba as a             91.34%            8.66%             0.12%       100.00%
 director
 Ordinary resolution no 5:              128 810 144       80 370 071           260 477   209 180 215
 re-election of David Nurek as a             61.58%           38.42%             0.12%       100.00%
 director
 Ordinary resolution no 6:
 election of members of the audit
 and risk committee
 6.1 John Bester                                               withdrawn

 6.2 Mfundiso Njeke                     202 013 579        7 166 636           260 477    209 180 215
                                             96.57%            3.43%             0.12%        100.00%
 6.3 Sango Ntsaluba                     191 216 407       17 963 808           260 477    209 180 215
                                             91.41%            8.59%             0.12%        100.00%
 Ordinary resolution no 7:              140 702 809       68 347 256           390 627    209 050 065
 approval of the company’s                   67.31%           32.69%             0.19%        100.00%
 remuneration policy
 Ordinary resolution no 8:               79 652 537      129 514 636           273 519    209 167 173
 endorsement of the company’s                38.08%           61.92%             0.13%        100.00%
 remuneration implementation
 report
 Special resolution no 1:               208 741 167           70 919           628 606    208 812 086
 general authority to repurchase             99.97%            0.03%             0.30%        100.00%
 shares
 Special resolution no 2:               207 750 757        1 404 764           285 171    209 155 521
 approval of directors’ fees                 99.33%            0.67%             0.14%        100.00%
 Special resolution no 3:               207 941 903        1 210 970           287 819    209 152 873
 general approval to provide                 99.42%            0.58%             0.14%        100.00%
 financial assistance


Note: The percentage of shares voted is calculated in relation to the number of shares
represented at the AGM, excluding shares abstained.

The non-binding advisory votes on the company’s remuneration policy and remuneration
implementation report were voted against by more than 25% of the voting rights exercised by
shareholders. Consequently the company will initiate a process to engage with the dissenting
shareholders, as recommended in terms of King IV. Any shareholders who would like to participate
in this engagement process are requested to advise the company secretary by e-mail at
companysecretary@clicksgroup.co.za by 18 February 2022. Details on the consequent
engagement process will be communicated to those shareholders who have indicated their interest
in participating to the company secretary. The company has taken heed of the results of these non-
binding votes and intends to specifically address issues of remuneration with its investors,
irrespective of whether they take part in the King IV engagement process outlined above.

Ordinary resolution 6.1 (the election of John Bester to the Audit and Risk Committee) was withdrawn.
John Bester withdrew his nomination to the Audit and Risk Committee due to his long tenure on the
committee. The board will identify a suitable candidate to join the board and the Audit and Risk
Committee.




Cape Town
26 January 2022

Sponsor
Investec Bank Limited

Date: 26-01-2022 05:00:00
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