Results Of The Annual General Meeting Pepkor Holdings Limited (Incorporated in the Republic of South Africa) (Registration number: 2017/221869/06) Share Code: PPH ISIN: ZAE000259479 (“the Company”) RESULTS OF THE ANNUAL GENERAL MEETING Shareholders are hereby advised that at the annual general meeting of the Company held today, Wednesday, 11 March 2020 at AfriGrande Boardroom, PEP Campus Entrance 4, Radnor Street, Parow Industria (“AGM”), all of the resolutions were passed by the requisite majorities of the Company’s shareholders. Details of the results of the voting at the AGM are as follows: Votes Votes for against resolution resolution as a as a Number of Number of percentage percentage shares shares of total of total voted at abstained number of number of AGM as a as a Resolutions shares shares Number of percentage percentage proposed at the voted at voted at shares voted at of shares in of shares in AGM AGM AGM AGM issue issue Ordinary resolution 86.52% 13.48% 3 386 536 537 97.10% 0.01% number 1: Re-election of J Naidoo as a director who retires by rotation Ordinary resolution 97.99% 2.01% 3 386 536 537 97.10% 0.01% number 2: Re-election of SH Müller as a director who retires by rotation Ordinary resolution 100% 0.00% 3 386 536 537 97.10% 0.01% number 3: Re-election of F Petersen-Cook as a director who retires by rotation Ordinary resolution 99.31% 0.69% 3 386 536 537 97.10% 0.01% number 4: Ratification of appointment of TL de Klerk as a director Ordinary resolution 97.87% 2.13% 3 376 622 667 96.81% 0.29% number 5: Appointment of JB Cilliers as a member of the audit and risk committee Ordinary resolution 99.99% 0.01% 3 386 536 537 97.10% 0.01% number 6: Appointment of F Petersen-Cook as a member of the audit and risk committee Ordinary resolution 98.59% 1.41% 3 386 536 537 97.10% 0.01% number 7: Appointment of SH Müller as a member of the audit and risk committee Ordinary resolution 96.58% 3.42% 3 386 543 293 97.10% 0.01% number 8: Re-appointment of Pricewaterhouse Coopers Inc. as the auditor Ordinary resolution 94.76% 5.24% 3 386 543 293 97.10% 0.01% number 9: General authority to issue shares for cash Ordinary resolution 92.61% 7.39% 3 386 528 900 97.10% 0.01% number 10: Non-binding advisory vote on Pepkor’s remuneration policy Ordinary resolution 90.15% 9.85% 3 386 528 900 97.10% 0.01% number 11: Non-binding advisory vote on Pepkor’s implementation report on the remuneration policy Ordinary resolution 97.30% 2.70% 3 386 535 656 97.10% 0.01% number 12: Amendments to the rules of the Company's Executive Share Rights Scheme Special resolution number 1: Remuneration of non-executive directors Special resolution 99.43% 0.57% 3 386 535 537 97.10% 0.01% number 1.1: Chairman Special resolution 99.70% 0.30% 3 386 535 537 97.10% 0.01% number 1.2: Lead independent director Special resolution 99.46% 0.54% 3 386 535 537 97.10% 0.01% number 1.3: Board members Special resolution 99.71% 0.29% 3 386 535 537 97.10% 0.01% number 1.4: Audit and risk committee chairman Special resolution 99.71% 0.29% 3 386 535 537 97.10% 0.01% number 1.5: Audit and risk committee members Special resolution 99.71% 0.29% 3 386 535 537 97.10% 0.01% number 1.6: Human resources and remuneration committee chairman Special resolution 99.71% 0.29% 3 386 535 537 97.10% 0.01% number 1.7: Human resources and remuneration committee members Special resolution 99.71% 0.29% 3 386 535 537 97.10% 0.01% number 1.8: Social and ethics committee chairman Special resolution 99.71% 0.29% 3 386 535 537 97.10% 0.01% number 1.9: Social and ethics committee members Special resolution 99.71% 0.29% 3 386 535 537 97.10% 0.01% number 1.10: Nomination committee chairman Special resolution 99.71% 0.29% 3 386 535 537 97.10% 0.01% number 1.11: Nomination committee members Special resolution 99.71% 0.29% 3 386 535 537 97.10% 0.01% number 1.12: Non-scheduled extraordinary meetings Special resolution 99.68% 0.32% 3 386 542 293 97.10% 0.01% number 2: Inter-company financial assistance Special resolution 92.08% 7.92% 3 386 542 293 97.10% 0.01% number 3: Financial assistance for the subscription of shares Note: Total number of shares in issue as at the date of the AGM was 3 487 850 881. Parow 11 March 2020 Sponsor PSG Capital Date: 11-03-2020 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.