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Results of annual general meeting and changes to the board of directors
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
CHANGES TO THE BOARD OF DIRECTORS
1. 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 29 October 2018 were as follows:
Resolution Number of Percentage of In favour of** Against** Abstained***
shares voted shares in % % %
issue*
%
Ordinary resolution number 1 733 075 287 85.21 100.00 0.00 0.37
Approval of Annual Financial Statements
Ordinary resolution number 2 735 471 902 85.49 94.86 5.14 0.09
Re-appointment of Auditors
Ordinary resolution number 3 735 799 880 85.53 91.11 8.89 0.05
Re-election of Mr JF Basson
Ordinary resolution number 4 736 070 707 85.56 89.23 10.77 0.02
Re-election of Mr JJ Fouche
Ordinary resolution number 5 734 976 956 85.43 95.82 4.18 0.15
Re-election of Dr ATM Mokgokong
Ordinary resolution number 6 735 800 072 85.53 99.49 0.51 0.05
Re-election of Mr JA Rock
Ordinary resolution number 7 735 800 097 85.53 100.00 0.00 0.05
Re-election of Ms S Zinn
Ordinary resolution number 8 734 469 414 85.37 90.84 9.16 0.21
Appointment of Mr JF Basson as
Chairperson and Member of the Shoprite
Holdings Audit and Risk Committee
Ordinary resolution number 9 733 986 414 85.32 87.47 12.53 0.27
Appointment of Mr JJ Fouché as Member of
the Shoprite Holdings Audit and Risk
Committee
Ordinary resolution number 10 734 469 378 85.37 99.49 0.51 0.21
Appointment of Mr JA Rock as Member of
the Shoprite Holdings Audit and Risk
Committee
Ordinary resolution number 11 735 321 612 85.47 94.82 5.18 0.11
General authority over unissued ordinary
shares
Ordinary resolution number 12 735 587 096 85.50 94.53 5.47 0.08
General authority to issue shares for cash
Ordinary resolution number 13 735 005 505 85.44 100.00 0.00 0.02
General authority to directors and/or
company secretary
Ordinary resolution number 14.1 733 868 403 85.30 57.39 42.61 0.28
Non-binding advisory vote on the
remuneration policy of Shoprite Holdings
Ordinary resolution number 14.2 733 855 017 85.30 59.99 40.01 0.28
Non-binding advisory vote on the
implementation of the remuneration policy of
Shoprite Holdings
Special resolution number 1 734 295 279 85.35 98.07 1.93 0.23
Remuneration payable to non-executive
Directors
Special resolution number 2 734 466 706 85.37 96.24 3.76 0.21
Financial assistance to subsidiaries, related
and inter-related entities
Special resolution number 3 736 067 612 85.56 94.88 5.12 0.02
Financial assistance for subscription of
securities
Special resolution number 4 735 695 989 85.52 99.20 0.80 0.07
General authority to repurchase shares
* Based on 860 300 461 shares as follows:
- 305 621 601 deferred shares;
- 591 338 502 ordinary shares;
- less 36 659 642 treasury shares
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 were passed by the requisite majority of Shoprite Holdings shareholders present in person
or represented by proxy at the AGM.
Shareholders are further advised that due to Ordinary resolutions number 14.1 and 14.2 relating to the non-binding advisory votes on the
remuneration policy and the implementation of the remuneration policy were voted against by more than 25% of Shoprite Holdings
shareholders present in person or represented by proxy at the AGM, an invitation will be extended to such dissenting shareholders to engage
with the Company, as required by the JSE Limited Listings Requirements. The Company will issue a further announcement shortly including
details of the manner and timing of such engagement.
2. Changes to the board of directors
In accordance with section 3.59 of the JSE Limited Listings Requirements, shareholders are advised that Mr CG Goosen and Mr JA Louw will
retire as non-executive director and independent non-executive director, respectively, of Shoprite Holdings, with immediate effect. The board of
Shoprite Holdings wishes to thank Mr Goosen and Mr Louw for their invaluable contributions to the Company.
Cape Town
30 October 2018
Sponsor
Nedbank Corporate and Investment Banking
Date: 30/10/2018 09:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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