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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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