Results of annual general meeting Shoprite Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1936/007721/06) ISIN no: ZAE000012084 JSE share code: SHP NSX share code: SRH LUSE share code: SHOPRITE (“Shoprite Holdings” or the “Company”) RESULTS OF ANNUAL GENERAL MEETING Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Shoprite Holdings shareholders held at the registered offices of the Company on 4 November 2019 were as follows: Resolution Number of shares voted Percentage of shares in In favour of** Against** Abstained*** issue* % % % % Ordinary Deferred Ordinary Deferred Ordinary Deferred Ordinary Deferred Ordinary Deferred shares shares shares shares shares shares shares shares shares shares Ordinary resolution number 1: 473729026 264969112 85.22% 100% 99.58% 100% 0.42% 0% 0.35% 0% Approval of Annual Financial Statements Ordinary resolution number 2: 475086222 264969112 85.46% 100% 82.06% 100% 17.94% 0% 0.12% 0% Re-appointment of Auditors Ordinary resolution number 3: 473809224 264969112 85.23% 100% 38.80% 100% 61.20% 0% 0.33% 0% Re-election of Dr CH Wiese Ordinary resolution number 4: 475076032 264969112 85.46% 100% 99.03% 100% 0.97% 0% 0.12% 0% Re-election of Ms A M le Roux Ordinary resolution number 5: 475076032 264969112 85.46% 100% 85.66% 100% 14.34% 0% 0.12% 0% Appointment of Mr JF Basson as Chairperson and Member of the Shoprite Holdings Audit and Risk Committee Ordinary resolution number 6: 475075598 264969112 85.46% 100% 99.17% 100% 0.83% 0% 0.12% 0% Appointment of Ms A M le Roux as Member of the Shoprite Holdings Audit and Risk Committee Ordinary resolution number 7: 475075096 264969112 85.46% 100% 99.17% 100% 0.83% 0% 0.12% 0% Appointment of Mr J A Rock as Member of the Shoprite Holdings Audit and Risk Committee Ordinary resolution number 8: 475084197 264969112 85.46% 100% 84.08% 100% 15.92% 0% 0.12% 0% General Authority over Unissued Ordinary Shares Ordinary resolution number 9: 475084206 264969112 85.46% 100% 83.90% 100% 16.10% 0% 0.12% 0% General Authority to Issue Shares for Cash Ordinary resolution number 10: 475084286 264969112 85.46% 100% 99.81% 100% 0.19% 0% 0.12% 0% General Authority to Directors and/or Company Secretary Ordinary resolution number 11.1: 475080974 264969112 85.46% 100% 80.62% 100% 19.38% 0% 0.12% 0% Non-binding Advisory Vote on the Remuneration Policy of Shoprite Holdings Ordinary resolution number 11.2: 475081105 264969112 85.46% 100% 79.75% 100% 20.25% 0% 0.12% 0% Non-binding Advisory Vote on the Implementation of the Remuneration Policy Ordinary resolution number 12: 448915940 264969112 80.75% 100% 26.00% 0% 74.00% 100% 3.53% 0% Election of Mr J F le Roux Special resolution number 1: Remuneration payable to Non- executive Directors: a) Chairperson of the Board 475081548 264969112 85.46% 100% 99.50% 100% 0.50% 0% 0.12% 0% b) Lead Independent Director 475081548 264969112 85.46% 100% 99.37% 100% 0.63% 0% 0.12% 0% c) Non-executive Directors 475081548 264969112 85.46% 100% 99.40% 100% 0.60% 0% 0.12% 0% d) Chairperson of the Audit and Risk 475081558 264969112 85.46% 100% 99.90% 100% 0.10% 0% 0.12% 0% Committee e) Members of the Audit and Risk 471081558 264969112 85.46% 100% 99.90% 100% 0.10% 0% 0.12% 0% Committee f) Chairperson of the 474186732 264969112 85.30% 100% 99.69% 100% 0.31% 0% 0.27% 0% Remuneration Committee g) Members of the Remuneration 474186232 264969112 85.30% 100% 99.81% 100% 0.19% 0% 0.27% 0% Committee h) Chairperson of the Nomination 474186587 264969112 85.30% 100% 99.69% 100% 0.31% 0% 0.27% 0% Committee i) Members of the Nomination 474186597 264969112 85.30% 100% 99.81% 100% 0.19% 0% 0.27% 0% Committee j) Chairperson of the Social and 474192259 264969112 85.30% 100% 99.81% 100% 0.19% 0% 0.27% 0% Ethics Committee k) Members of the Social and Ethics 474192282 264969112 85.30% 100% 99.81% 100% 0.19% 0% 0.27% 0% Committee l) Remuneration Payable for 474186527 264969112 85.30% 100% 99.85% 100% 0.15% 0% 0.27% 0% Additional Fee: Per Meeting m) Remuneration Payable for 474186527 264969112 85.30% 100% 62.72% 100% 37.28% 0% 0.27% 0% Additional Fee: Per Hour Special resolution number 2 474190350 264969112 85.30% 100% 58.18% 100% 41.82% 0% 0.27% 0% Financial Assistance to Subsidiaries, Related and Inter-related Entities Special resolution number 3 474583358 264969112 85.37% 100% 98.58% 100% 1.42% 0% 0.20% 0% General Approval to Repurchase Shares Special resolution number 4 475056959 264969112 85.46% 100% 100% 100% 0% 0% 0.12% 0% Approval of Amendment to Clause 1 of the Memorandum of Incorporation of the Company * Based on 555 901 930 ordinary shares (591 338 502 ordinary shares less 35 436 572 treasury shares) and 264 969 112 deferred shares (305 621 601 deferred shares less 40 652 489 deferred shares which are currently restricted from voting) in issue at the date of the AGM. ** In relation to the total number of shares voted at the AGM. *** In relation to the total number of shares in issue at the date of the AGM. Based on the above voting results, all resolutions (except ordinary resolution 12 and special resolution 2) were passed by the requisite majority of Shoprite Holdings shareholders present in person or represented by proxy at the AGM. Cape Town 4 November 2019 Sponsor Nedbank Corporate and Investment Banking Date: 04/11/2019 05:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.