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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