SHOPRITE HOLDINGS LIMITED - Changes to the board of directors and board committees

Changes to the board of directors and board committees

SHOPRITE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration no. 1936/007721/06
ISIN: ZAE000012084
JSE share code: SHP
NSX share code: SRH
LuSE share code: SHOPRITE
(“Shoprite Holdings” or the “Company”)

CHANGES TO THE BOARD OF DIRECTORS AND BOARD COMMITTEES

Shoprite Holdings’ shareholders (“Shareholders”) are advised that Mr EC Kieswetter, an
independent non-executive director of Shoprite Holdings, has commenced his role as the
Commissioner of the South Africa Revenue Service on 1 May 2019. As a result of his new role,
Mr Kieswetter has, subject to obtaining an exemption from the application of Regulation 108(2)
of the Regulations ("Regulations") issued under the Companies Act, No 71 of 2008, as amended
(“Companies Act"), tendered his resignation as a director of Shoprite Holdings on 30 April
2019. Consequently, he has also resigned as lead independent director, chairperson of the
remuneration committee and member of the nominations committee of Shoprite Holdings.

In terms of Regulation 108(2) of the Regulations a director of a company may not resign as a
director during the period from the publication of firm intention announcement until the offer
that the announcement deals with is declared unconditional or lapses or is withdrawn. Shoprite
published such an announcement on 19 April 2019 in respect of a proposed transaction, the
details which were published on SENS on 18 April 2019 (“Detailed Terms Announcement”).

The Takeover Regulation Panel established in terms of section 196 of the Companies Act has on
3 May 2019 granted an exemption to Mr Kieswetter from complying with Regulation 108(2) of
the Regulations. The resignation of Mr Kieswetter described above accordingly became effective
on 6 May 2019.

The Takeover Regulation Panel has granted the exemption on a condition that in the event the
Company decides to replace Mr. Kieswetter or fill the role that he played within the Company,
in relation to the affected transaction, the Company must endeavour to appoint, or fill such role
with, a director that is independent and capable of fulfilling the role played by Mr Kieswetter in
the Company during the offer period.

The board of directors of Shoprite Holdings (“Board”) wishes to thank Mr Kieswetter for his
valuable contribution during his tenure as a director. In particular, the Board would like to
express its gratitude to him for the leading role that he has played over the last few months in
relation to the proposed transaction.

The Company continues to engage with Shareholders on the proposed transaction as outlined
in the Detailed Terms Announcement.

Further announcements relating to the Board and committee appointments will be made in due
course.


Cape Town
6 May 2019

Sponsor
Nedbank Corporate and Investment Banking

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