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SHOPRIT:  33,666   -616 (-1.80%)  06/11/2026 17:48

SHOPRITE HOLDINGS LIMITED - Results of Annual General Meeting

Release Date: 06/11/2026 17:00
Code(s): SHP     PDF:  
Wrap Text
Results of Annual General Meeting

Shoprite Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1936/007721/06)
ISIN: ZAE000012084
JSE share code: SHP
A2X share code: SHP
NSX share code: SRH
LUSE share code: SHOPRITE
(“Shoprite Holdings” or the “Company”)

Results of Annual General Meeting

At the annual general meeting (“AGM”) of Shoprite Holdings held on Friday, 6 November 2026, shareholders are advised that all resolutions were passed by the requisite majority of votes
represented at the AGM. The results of the AGM, combining the ordinary shares and deferred shares of Shoprite Holdings (“combined shares”), are as follows:

                                                         Total Number of         Percentage of Total
 Resolution                                             Combined Shares          Voteable Combined             In Favour Of**              Against**                 Abstained*
                                                              Voted                Shares Voted*
 Ordinary resolution number 1 – Re-election of
 Directors
 1.1 Ms WE Lucas-Bull                                            715 986 473                    88.28%                    99.39%                       0.61%                      0.03%
 1.2 Mr P Cooper                                                 715 986 113                    88.28%                    95.88%                       4.12%                      0.03%
 1.3 Mr SN Maseko                                                702 698 861                    86.64%                    98.51%                       1.49%                      1.67%
 1.4 Ms EA Wilton                                                715 986 473                    88.28%                    99.92%                       0.08%                      0.03%
 Ordinary resolution number 2 – Appointment as
 members of the Audit and Risk Committee
 2.1 Ms L de Beer                                                715 986 473                    88.28%                    99.84%                       0.16%                      0.03%
 2.2 Mr GW Dempster                                              715 986 473                    88.28%                    99.96%                       0.04%                      0.03%
 2.3 Mr SN Maseko                                                702 698 679                    86.64%                    98.29%                       1.71%                      1.67%
 2.4 Ms EA Wilton                                                715 986 473                    88.28%                    99.81%                       0.19%                      0.03%
 Ordinary resolution number 3 – Appointment as
 members of the Social and Ethics Committee
 3.1 Prof. H Mathebula                                           715 985 931                    88.28%                    99.82%                       0.18%                      0.03%
 3.2 Ms WE Lucas-Bull                                            715 986 463                    88.28%                    99.83%                       0.17%                      0.03%
 3.3 Ms MLD Marole                                               715 986 473                    88.28%                    99.99%                       0.01%                      0.03%
 3.4 Mr PD Norman                                                715 986 473                    88.28%                    99.96%                       0.04%                      0.03%
 3.5 Ms EA Wilton                                                715 986 473                    88.28%                    99.99%                       0.01%                      0.03%
 Ordinary resolution number 4 – Re-appointment of
                                                                 715 986 113                    88.28%                   100.00%                       0.00%                      0.03%
 Ernst & Young Inc. as auditors of the Company
 Ordinary resolution number 5 – General authority for
                                                                 715 986 473                    88.28%                    92.65%                       7.35%                      0.03%
 Directors to allot and issue ordinary shares
                                                         Total Number of     Percentage of Total
Resolution                                              Combined Shares      Voteable Combined     In Favour Of**      Against**           Abstained*
                                                              Voted            Shares Voted*
Ordinary resolution number 6 – General authority for
Directors to issue for cash, those ordinary shares
                                                               715 986 473                88.28%              92.15%               7.85%                0.03%
which the Directors are authorised to allot and issue
in terms of ordinary resolution number 5
Ordinary resolution number 7 – Approval of the
                                                               715 981 410                88.28%              97.47%               2.53%                0.03%
Company’s Remuneration Policy
Ordinary resolution number 8 – Approval of the
                                                               715 980 868                88.28%              70.91%           29.09%                   0.03%
CEO-ESP Remuneration Policy
Ordinary resolution number 9 – Approval of the
                                                               715 982 950                88.28%              85.62%           14.38%                   0.03%
Company’s Remuneration Report
Ordinary resolution number 10 – General authority
                                                               715 956 409                88.28%              98.95%               1.05%                0.04%
to acquire the Company’s own shares
Ordinary resolution number 11 – General authority
                                                               715 985 931                88.28%              99.95%               0.05%                0.03%
to Directors and/or Company Secretary
Special resolution number 1 – Remuneration of
Non-executive Directors
- Chairman of the Board                                        715 983 910                88.28%              99.40%               0.60%                0.03%
- Non-executive Directors                                      715 983 910                88.28%              99.88%               0.12%                0.03%
- Chairman of the Audit and Risk Committee                     715 983 910                88.28%              99.59%               0.41%                0.03%
- Members of the Audit and Risk Committee                      715 983 910                88.28%              99.98%               0.02%                0.03%
- Chairman of the Remuneration Committee                       715 983 910                88.28%              99.98%               0.02%                0.03%
- Members of the Remuneration Committee                        715 983 910                88.28%              99.65%               0.35%                0.03%
- Chairman of the Nomination Committee                         715 983 910                88.28%              99.98%               0.02%                0.03%
- Members of the Nomination Committee                          715 983 910                88.28%              99.98%               0.02%                0.03%
- Chairman of the Social and Ethics Committee                  715 983 910                88.28%              99.98%               0.02%                0.03%
- Members of the Social and Ethics Committee                   715 983 910                88.28%              99.98%               0.02%                0.03%
- Chairman of the Finance and Investment
                                                               715 983 910                88.28%              99.98%               0.02%                0.03%
Committee
- Members of the Finance and Investment
                                                               715 983 910                88.28%              99.98%               0.02%                0.03%
Committee
Special resolution number 2 – Authority to provide
financial assistance to related and inter-related              715 986 473                88.28%              99.95%               0.05%                0.03%
entities
The results of the AGM, categorised by the ordinary shares and deferred shares of Shoprite Holdings, are as follows:

                                               Total Number of Shares          Percentage Of Total
 Resolution                                                                                                     In Favour Of**           Against**             Abstained*
                                                       Voted                  Voteable Shares Voted*
                                               Ordinary        Deferred       Ordinary       Deferred      Ordinary      Deferred   Ordinary   Deferred   Ordinary    Deferred
                                                Shares          Shares         Shares         Shares        Shares        Shares     Shares     Shares     Shares      Shares
 Ordinary resolution number 1 – Re-
 election of Directors
 1.1 Ms WE Lucas-Bull                         451 017 361    264 969 112       82.60%        100.00%        99.03%       100.00%     0.97%       0.00%     0.05%       0.00%
 1.2 Mr P Cooper                              451 017 001    264 969 112       82.60%        100.00%        93.46%       100.00%     6.54%       0.00%     0.05%       0.00%
 1.3 Mr SN Maseko                             437 729 749    264 969 112       80.16%        100.00%        97.60%       100.00%     2.40%       0.00%     2.48%       0.00%
 1.4 Ms EA Wilton                             451 017 361    264 969 112       82.60%        100.00%        99.87%       100.00%     0.13%       0.00%     0.05%       0.00%
 Ordinary resolution number 2 –
 Appointment as members of the Audit
 and Risk Committee
 2.1 Ms L de Beer                             451 017 361    264 969 112       82.60%        100.00%        99.74%       100.00%     0.26%       0.00%     0.05%       0.00%
 2.2 Mr GW Dempster                           451 017 361    264 969 112       82.60%        100.00%        99.93%       100.00%     0.07%       0.00%     0.05%       0.00%
 2.3 Mr SN Maseko                             437 729 567    264 969 112       80.16%        100.00%        97.25%       100.00%     2.75%       0.00%     2.48%       0.00%
 2.4 Ms EA Wilton                             451 017 361    264 969 112       82.60%        100.00%        99.70%       100.00%     0.30%       0.00%     0.05%       0.00%
 Ordinary resolution number 3 –
 Appointment as members of the Social
 and Ethics Committee
 3.1 Prof. H Mathebula                        451 016 819    264 969 112       82.60%        100.00%        99.71%       100.00%     0.29%       0.00%     0.05%       0.00%
 3.2 Ms WE Lucas-Bull                         451 017 351    264 969 112       82.60%        100.00%        99.72%       100.00%     0.28%       0.00%     0.05%       0.00%
 3.3 Ms MLD Marole                            451 017 361    264 969 112       82.60%        100.00%        99.98%       100.00%     0.02%       0.00%     0.05%       0.00%
 3.4 Mr PD Norman                             451 017 361    264 969 112       82.60%        100.00%        99.93%       100.00%     0.07%       0.00%     0.05%       0.00%
 3.5 Ms EA Wilton                             451 017 361    264 969 112       82.60%        100.00%        99.99%       100.00%     0.01%       0.00%     0.05%       0.00%
 Ordinary resolution number 4 – Re-
 appointment of Ernst & Young Inc. as         451 017 001    264 969 112       82.60%        100.00%       100.00%       100.00%     0.00%       0.00%     0.05%       0.00%
 auditors of the Company
 Ordinary resolution number 5 – General
 authority for Directors to allot and issue   451 017 361    264 969 112       82.60%        100.00%        88.33%       100.00%    11.67%       0.00%     0.05%       0.00%
 ordinary shares
                                              Total Number of Shares      Percentage Of Total
Resolution                                                                                           In Favour Of**           Against**             Abstained*
                                                      Voted              Voteable Shares Voted*
                                              Ordinary      Deferred     Ordinary     Deferred    Ordinary    Deferred   Ordinary   Deferred   Ordinary    Deferred
                                               Shares        Shares       Shares       Shares      Shares      Shares     Shares     Shares     Shares      Shares
Ordinary resolution number 6 – General
authority for Directors to issue for cash,
those ordinary shares which the Directors    451 017 361   264 969 112    82.60%      100.00%     87.53%      100.00%    12.47%       0.00%     0.05%       0.00%
are authorised to allot and issue in terms
of ordinary resolution number 5
Ordinary resolution number 7 – Approval
                                             451 012 298   264 969 112    82.60%      100.00%     95.99%      100.00%     4.01%       0.00%     0.05%       0.00%
of the Company’s Remuneration Policy
Ordinary resolution number 8 – Approval
                                             451 011 756   264 969 112    82.60%      100.00%     53.81%      100.00%    46.19%       0.00%     0.05%       0.00%
of the CEO-ESP Remuneration Policy
Ordinary resolution number 9 – Approval
                                             451 013 838   264 969 112    82.60%      100.00%     77.17%      100.00%    22.83%       0.00%     0.05%       0.00%
of the Company’s Remuneration Report
Ordinary resolution number 10 – General
authority to acquire the Company’s own       450 987 297   264 969 112    82.59%      100.00%     98.34%      100.00%     1.66%       0.00%     0.05%       0.00%
shares
Ordinary resolution number 11 – General
authority to Directors and/or Company        451 016 819   264 969 112    82.60%      100.00%     99.92%      100.00%     0.08%       0.00%     0.05%       0.00%
Secretary
Special resolution number 1 –
Remuneration of Non-executive Directors
- Chairman of the Board                      451 014 798   264 969 112    82.60%      100.00%     99.04%      100.00%     0.96%       0.00%     0.05%       0.00%
- Non-executive Directors                    451 014 798   264 969 112    82.60%      100.00%     99.81%      100.00%     0.19%       0.00%     0.05%       0.00%
- Chairman of the Audit and Risk
                                             451 014 798   264 969 112    82.60%      100.00%     99.34%      100.00%     0.66%       0.00%     0.05%       0.00%
Committee
- Members of the Audit and Risk
                                             451 014 798   264 969 112    82.60%      100.00%     99.96%      100.00%     0.04%       0.00%     0.05%       0.00%
Committee
- Chairman of the Remuneration
                                             451 014 798   264 969 112    82.60%      100.00%     99.96%      100.00%     0.04%       0.00%     0.05%       0.00%
Committee
- Members of the Remuneration
                                             451 014 798   264 969 112    82.60%      100.00%     99.45%      100.00%     0.55%       0.00%     0.05%       0.00%
Committee
- Chairman of the Nomination Committee       451 014 798   264 969 112    82.60%      100.00%     99.96%      100.00%     0.04%       0.00%     0.05%       0.00%
- Members of the Nomination Committee        451 014 798   264 969 112    82.60%      100.00%     99.96%      100.00%     0.04%       0.00%     0.05%       0.00%
- Chairman of the Social and Ethics
                                             451 014 798   264 969 112    82.60%      100.00%     99.96%      100.00%     0.04%       0.00%     0.05%       0.00%
Committee
- Members of the Social and Ethics
                                             451 014 798   264 969 112    82.60%      100.00%     99.96%      100.00%     0.04%       0.00%     0.05%       0.00%
Committee
- Chairman of the Finance and
                                             451 014 798   264 969 112    82.60%      100.00%     99.96%      100.00%     0.04%       0.00%     0.05%       0.00%
Investment Committee
                                                Total Number of Shares      Percentage Of Total
 Resolution                                                                                               In Favour Of**                Against**                  Abstained*
                                                        Voted              Voteable Shares Voted*
                                                Ordinary      Deferred     Ordinary     Deferred      Ordinary      Deferred      Ordinary     Deferred      Ordinary      Deferred
                                                 Shares        Shares       Shares       Shares        Shares        Shares        Shares       Shares        Shares        Shares
  - Members of the Finance and
                                               451 014 798   264 969 112    82.60%      100.00%        99.96%       100.00%        0.04%         0.00%         0.05%         0.00%
  Investment Committee
 Special resolution number 2 – Authority to
 provide financial assistance to related and   451 017 361   264 969 112    82.60%      100.00%        99.92%       100.00%        0.08%         0.00%         0.05%         0.00%
 inter-related entities
 *      Based on 546 041 454 ordinary shares (591 338 502 ordinary shares less 45 297 048 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.

Cape Town
6 November 2026

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 06/11/2026 05:00:00
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