Results of Annual General Meeting and Changes to the Board and Committees
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
("the company")
RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD AND COMMITTEES
The ordinary and special resolutions set out below were proposed to shareholders at the annual
general meeting ("AGM") of the company on 29 January 2026.
The company's total number of shares in issue eligible to vote is 233 850 924 and the total number
of shares represented in person or by proxy at the meeting was 175 116 892 representing 74.88%
of the eligible shares.
The voting for each resolution was as follows:
Votes for Votes Votes Total votes
against abstained
Ordinary resolution no 1: 174 675 916 0 440 390 174 675 916
adoption of financial statements 100.00% 0.00% 0.19% 100%
Ordinary resolution no 2: 175 064 842 2 600 48 864 175 067 442
reappointment of auditor 100.00% 0.00% 0.02% 100%
Ordinary resolution no 3: 174 649 545 417 971 48 790 175 067 516
re-election of Nomgando Matyumza as 99.76% 0.24% 0.02% 100%
a director
Ordinary resolution no 4: 169 384 371 5 683 145 48 790 175 067 516
re-election of Mfundiso Njeke as a 96.75% 3.25% 0.02% 100%
director
Ordinary resolution no 5: 174 461 696 605 820 48 790 175 067 516
re-election of Gordon Traill as a director 99.65% 0.35% 0.02% 100%
Ordinary resolution no 6: election
of members of the audit and risk
committee
6.1 Richard Inskip 174 658 028 409 488 48 790 175 067 516
99.77% 0.23% 0.02% 100%
6.2 Nomgando Matyumza 174 657 743 409 773 48 790 175 067 516
99.77% 0.23% 0.02% 100%
6.3 Sango Ntsaluba 172 055 646 3 011 870 48 790 175 067 516
98.28% 1.72% 0.02% 100%
6.4 Kandimathie Christine Ramon 174 657 928 409 588 48 790 175 067 516
99.77% 0.23% 0.02% 100%
Ordinary resolution no 7: election of
members of the social and ethics
committee
7.1 Nomgando Matyumza 174 657 742 409 774 48 790 175 067 516
99.77% 0.23% 0.02% 100%
7.2 Penelope Osiris (née Moumakwa) 174 657 892 409 624 48 790 175 067 516
99.77% 0.23% 0.02% 100%
7.3 Bertina Engelbrecht 174 772 297 295 219 48 790 175 067 516
99.83% 0.17% 0.02% 100%
Ordinary resolution no 8: 170 171 716 4 892 167 52 423 175 063 883
approval of the company's 97.21% 2.79% 0.02% 100%
remuneration policy
Ordinary resolution no 9: 168 638 730 4 906 726 1 570 850 173 545 456
endorsement of the company's 97.17% 2.83% 0.67% 100%
remuneration implementation report
Special resolution no 1: 174 735 954 131 231 249 121 174 867 185
general authority to repurchase shares 99.92% 0.08% 0.11% 100%
Special resolution no 2: 174 936 358 131 084 48 864 175 067 442
approval of directors' fees 99.93% 0.07% 0.02% 100%
Special resolution no 3: 174 032 391 1 035 124 48 791 175 067 515
general approval to provide 99.41% 0.59% 0.02% 100%
financial assistance
Notes:
1. The percentage of shares voted for and against is calculated in relation to the number of shares
represented at the AGM, excluding shares abstained.
2. The percentage of shares voted as abstained is calculated in relation to the total issued share capital.
Changes to the board and committees
As advised on SENS on 28 October 2025, Bertie van Sittert has been appointed as an independent
non-executive director with effect from 1 February 2026.
The board has reconstituted a nomination committee with effect from 29 January 2026 which will
comprise the following independent non-executive directors: Mfundiso Njeke (chair), Sango
Ntsaluba and Nomgando Matyumza.
Cape Town
29 January 2026
Sponsor
Investec Bank Limited
Date: 29-01-2026 05:21:00
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