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Results of the Annual General Meeting
PEPKOR HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: PPH
Debt Code: PPHI
ISIN: ZAE000259479
LEI: 3789006D677C34F69875
("Pepkor", the "Group" or the "Company")
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders and noteholders are hereby advised that the voting results for the annual general meeting of the
Company held by electronic participation at 09:00 today, Tuesday, 24 February 2026 ("AGM"), are as follows:
Votes
Votes for against
resolution resolution
as a as a Number of
percentage percentage shares Number of
of total of total voted at shares
number of number of AGM as a abstained as
shares shares Number of percentage a percentage
Resolutions proposed voted at voted at shares voted of shares in of shares in
at the AGM AGM AGM at AGM issue* issue*
Ordinary resolution
number 1:
Re-election of IM Kirk as
a director who retires by
rotation 95.96% 4.04% 3 189 536 321 86.44% 0.01%
Ordinary resolution
number 2:
Re-election of RN
Ntshingila as a director
who retires by rotation 99.90% 0.10% 3 189 536 321 86.44% 0.01%
Ordinary resolution
number 3:
Re-election of WYN
Luhabe as a director who
retires by rotation 98.34% 1.66% 3 189 536 321 86.44% 0.01%
Ordinary resolution
number 4:
Election of RJ Wainwright
as a director 99.96% 0.04% 3 189 516 321 86.44% 0.01%
Ordinary resolution
number 5:
Re-appointment of HH
Hickey as a member of
the audit and risk
committee 99.94% 0.06% 3 189 536 021 86.44% 0.01%
Ordinary resolution
number 6:
Re-appointment of F
Petersen-Cook as a
member of the audit and
risk committee 94.66% 5.34% 3 188 212 833 86.40% 0.04%
Ordinary resolution
number 7:
Re-appointment of ZN
Malinga as a member of
the audit and risk
committee
99.95% 0.05% 3 189 536 321 86.44% 0.01%
Ordinary resolution
number 8:
Re-appointment of SH
Müller as a member of
the audit and risk
committee 95.91% 4.09% 3 188 192 833 86.40% 0.04%
Ordinary resolution
number 9:
Appointment of RJ
Wainwright as a member
of the audit and risk
committee 100.00% 0.00% 3 189 536 321 86.44% 0.01%
Ordinary resolution
number 10:
Re-appointment of
PricewaterhouseCoopers
Inc. as auditor 91.17% 8.83% 3 189 536 321 86.44% 0.01%
Ordinary resolution
number 11:
Appointment of F
Petersen-Cook as a
member of the social and
ethics committee 94.71% 5.29% 3 189 536 321 86.44% 0.01%
Ordinary resolution
number 12:
Appointment of ZN
Malinga as a member of
the social and ethics
committee 99.95% 0.05% 3 189 536 321 86.44% 0.01%
Ordinary resolution
number 13:
Appointment of P
Disberry as a member of
the social and ethics
committee 99.95% 0.05% 3 189 536 321 86.44% 0.01%
Ordinary resolution
number 14:
Appointment of PJ
Erasmus as a member of
the social and ethics
committee 99.99% 0.01% 3 189 536 321 86.44% 0.01%
Ordinary resolution
number 15:
Non-binding advisory vote
on Pepkor's remuneration
policy 74.87% 25.13% 3 188 212 833 86.40% 0.04%
Ordinary resolution
number 16:
Non-binding advisory vote
on Pepkor's
implementation report on
the remuneration policy 77.69% 22.31% 3 188 191 668 86.40% 0.05%
Ordinary resolution
number 17:
General authority for
directors to allot and
issue ordinary shares 78.50% 21.50% 3 188 209 533 86.40% 0.04%
Ordinary resolution
number 18:
General authority for
directors to issue ordinary 78.02% 21.98% 3 188 215 033 86.40% 0.04%
shares for cash
Special resolution
number 1:
Remuneration of non-
executive directors
Special resolution
number 1.1:
Board chair 99.85% 0.15% 3 189 533 021 86.44% 0.01%
Special resolution
number 1.2:
Lead independent
director 99.71% 0.29% 3 189 533 021 86.44% 0.01%
Special resolution
number 1.3:
Board members 99.48% 0.52% 3 189 533 021 86.44% 0.01%
Special resolution
number 1.4:
Audit and risk committee
chair 99.55% 0.45% 3 189 533 021 86.44% 0.01%
Special resolution
number 1.5:
Audit and risk committee
members 99.55% 0.45% 3 189 533 321 86.44% 0.01%
Special resolution
number 1.6:
Human resources and
remuneration committee
chair 99.85% 0.15% 3 189 533 321 86.44% 0.01%
Special resolution
number 1.7:
Human resources and
remuneration committee
members 99.85% 0.15% 3 189 533 321 86.44% 0.01%
Special resolution
number 1.8:
Social and ethics
committee chair 99.85% 0.15% 3 189 533 021 86.44% 0.01%
Special resolution
number 1.9:
Social and ethics
committee members 99.85% 0.15% 3 189 533 021 86.44% 0.01%
Special resolution
number 1.10:
Nomination committee
members 99.85% 0.15% 3 189 533 021 86.44% 0.01%
Special resolution
number 1.11:
Investment committee
chair 99.85% 0.15% 3 189 533 021 86.44% 0.01%
Special resolution
number 1.12:
Investment committee
members 99.85% 0.15% 3 189 533 021 86.44% 0.01%
Special resolution
number 1.13:
Director approved by
Prudential Authority 99.85% 0.15% 3 189 533 021 86.44% 0.01%
Special resolution
number 2:
Intercompany financial
assistance in terms of 98.91% 1.09% 3 189 541 521 86.44% 0.01%
section 45 of the
Companies Act
Special resolution
number 3:
Financial assistance for
the subscription and/or 98.73% 1.27% 3 189 541 521 86.44% 0.01%
purchase of securities in
the company or in
subsidiary companies in
terms of section 44 of the
Companies Act
Special resolution
number 4:
General authority to 99.07% 0.93% 3 189 341 383 86.43% 0.01%
repurchase shares issued
by the company
Note:
*Total number of shares in issue as at Friday, 13 February 2026, being the record date to be eligible to vote
at the AGM, was 3 693 484 244, of which 3 600 000 were treasury shares.
Based on the above voting results, all resolutions were passed by the requisite majority of Pepkor shareholders
represented at the AGM, save for ordinary resolution 15, relating to the non-binding advisory vote on Pepkor's
remuneration policy, which was voted against by more than 25% of the ordinary and combined votes exercised
at the AGM.
Prior to the AGM, the Group engaged with shareholders representing 70% of the Group's issued share capital
and the constructive feedback received from shareholders is appreciated. The continued support for the
remuneration policy indicates a favourable shareholder view of the Group's remuneration philosophy. The
input received from shareholders to date is under consideration. In addition to this, dissenting shareholders
are invited to advise Pepkor of their concerns on the remuneration policy. Correspondence in this regard
should be addressed by email to Pepkor Investor Relations (investors@pepkor.co.za), by 10 March 2026.
Parow
24 February 2026
Equity and Debt Sponsor
Investec Bank Limited
Date: 24-02-2026 05:35:00
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