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Results of 2019 Annual General Meeting
Massmart Holdings Limited
(Incorporated in the Republic of South Africa)
Company registration No. 1940/014066/06
JSE Code: MSM
ISIN: ZAE 000152617
("Massmart" or the "Company")
RESULTS OF 2019 ANNUAL GENERAL MEETING
Shareholders are advised that at the Massmart annual general meeting held on Thursday, 23 May 2019 at
09h00 (“Annual General Meeting”), the shareholders passed all the ordinary and special resolutions, as set
out in the notice of Annual General Meeting dated 5 April 2019, by the requisite majority of votes of
shareholders present in person or represented by proxy.
The total number of shares present/represented, including proxies, at the Annual General Meeting was
92.08% of Massmart’s issued share capital as at Friday, 17 May 2019, being the Voting Record Date.
The voting results were as follows:
RESOLUTION TOTAL SHARES VOTED SHARES
ABSTAINE
D
FOR AGAINST % NUMBER OF %* %*
% SHARES
Ordinary Resolutions
Ordinary resolution number 1
Election of Olufunke Ighodaro to 98,12 1,88 201763291 92,07% 0,01%
the Board of Directors
Ordinary resolution number 2
Election of Lindiwe Mthimunye to 99,93 0,07 201763171 92,07% 0,01%
the Board of Directors
Ordinary resolution number 3
Election of JP Suarez to the 94,11 5,89 201765538 92,07% 0,01%
Board of Directors
Ordinary resolution number 4
Re-election of Enrique Ostalé to 99,29 0,71 201765538 92,07% 0,01%
the Board of Directors
Ordinary resolution number 5
Re-election of Susan Muigai to 99,51 0,49 201765538 92,07% 0,01%
the Board of Directors
Ordinary resolution number 6
Re-election of Kuseni Dlamini to 98,20 1,80 201765388 92,07% 0,01%
the Board of Directors
Ordinary resolution number 7
Election of Ernst & Young Inc. as 99,76 0,24 199536740 91,05% 1,03%
the Company’s auditors (with
Roger Hillen as audit partner)
Ordinary resolution number 8
Appointment of the Audit
Committee members:
8.1 Olufunke Ighodaro 99,95 0,05 201765418 92,07% 0,01%
(Chairman)
8.2 Lindiwe Mthimunye 99,96 0,04 201765418 92,07% 0,01%
8.3 Lulu Gwagwa 91.73 8,27 201765388 92,07% 0,01%
8.4 Phumzile Langeni 89,98 10,01 201765538 92,07% 0,01%
Ordinary resolution number 9
Authorisation for the Directors to 98,72 1,28 201763286 92,07% 0,01%
issue ordinary shares for cash,
not exceeding 5% of the shares
in issue
Ordinary resolution number 10
(non-binding advisory vote)
Endorsement of the Company’s 93,17 6,83 201763036 92,07% 0,01%
remuneration policy
Ordinary resolution number 11
(non-binding advisory vote)
Endorsement of the Company’s 93,30 6,70 201760176 92,07% 0,01%
remuneration implementation
report
Special resolution number 1
Authorisation for the Company 97,43 2,57 201545777 91,97% 0,11%
and/or its subsidiaries to
repurchase its own shares
Special resolution number 2
Approval of the non-Executive
Directors’ remuneration
2.1 Chairman of the Board 99,85 0,15 201763171 92,07% 0,01%
2.2 Deputy Chairman of the 99,29 0,71 201763171 92,07% 0,01%
Board
2.3 Independent non-Executive 99,50 0,50 201763171 92,07% 0,01%
Directors
2.4 Audit Committee Chairman 99,91 0,09 201763171 92,07% 0,01%
2.5 Risk Committee Chairman 99,91 0,09 201763171 92,07% 0,01%
2.6 Remuneration Committee 99,91 0,09 201763171 92,07% 0,01%
Chairman
2.7 Nomination and Social and 99,91 0,09 201763171 92,07% 0,01%
Ethics Committee Chairmen
2.8 Audit Committee Member 99,91 0,09 201763171 92,07% 0,01%
2.9 Other Board Committee 99,91 0,09 201763171 92,07% 0,01%
Members
Special resolution number 3
Authorisation to provide financial 99,64 0,36 201762947 92,07% 0,01%
assistance
*Expressed as a percentage of a total of 201,783,213 Massmart ordinary shares in issue as at the Voting
Record Date.
Johannesburg
23 May 2019
Sponsor
J.P. Morgan Equities South Africa Proprietary Limited
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