MASSMART HOLDINGS LIMITED - Results of 2022 Annual General Meeting

Results of 2022 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 2022 ANNUAL GENERAL MEETING

Shareholders are advised that at the Massmart Annual General Meeting held on Thursday, 19 May 2022 at 12h00 (“Annual
General Meeting”), the shareholders passed all the ordinary and special resolutions, as set out in the notice of Annual
General Meeting dated 8 April 2022, 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 92.20% of
Massmart’s issued share capital as at Friday, 13 May 2022, being the Voting Record Date.

The voting results were as follows:

                                                                                                    SHARES
                                                            TOTAL SHARES VOTED
                                                                                                   ABSTAINED
                                                   FOR      AGAINST
                                                                          NUMBER          %*            %**
 RESOLUTION                                        (%)        (%)
 Ordinary resolution number 1
 Election of Ms Daria Beckom to the Board of      98.21%     1.79%      202,024,202     92.19%        0.01%
 Directors
 Ordinary resolution number 2
 Election of Ms Sindiswa Zilwa to the Board of    100.00%    0.00%      202,031,002     92.19%        0.01%
 Directors
 Ordinary resolution number 3
 Re-election of Mr Kuseni Dlamini        to the   98.80%     1.20%      202,031,352     92.19%        0.01%
 Board of Directors
 Ordinary resolution number 4
 Re-election of Ms Lindiwe Mthimunye to the       100.00%    0.00%      202,029,352     92.19%        0.01%
 Board of Directors
 Ordinary resolution number 5
 Election of Ernst & Young Inc. as the
                                                  98.24%     1.76%      202,028,990     92.19%        0.01%
 Company’s auditors (with Ms Amelia Young
 as audit partner)
 Ordinary resolution number 6
 Election of KPMG as the Company’s auditors
                                                  100.00%    0.00%      202,029,330     92.19%        0.01%
 from 1 January 2023 (with Terrence Cheadle
 as audit partner)
 Ordinary resolution number 7
 Appointment     of   the   Audit     Committee
 members:
 7.1 Ms Olufunke Ighodaro (Chairman)               99.07%    0.93%      202,028,802     92.19%        0.01%
 7.2 Ms Lindiwe Mthimunye                         100.00%    0.00%      202,030,802     92.19%        0.01%
 7.3 Ms Sindiswa Zilwa                            100.00%    0.00%      202,028,802     92.19%        0.01%
 Ordinary resolution number 8                     91.82%     8.18%      200,680,630     91.58%        0.63%
  Authorisation for the Directors to issue
  ordinary shares for cash, not exceeding 5%
  of the shares in issue

  Non-binding Advisory resolutions

  Ordinary resolution number 9
                                                  85.33%     14.67%     202,026,180     92.19%       0.01%
  Approval of the remuneration policy
  Ordinary resolution number 10

  Approval of the remuneration implementation     85.34%     14.66%     202,024,180     92.19%       0.01%
  report
  Special resolution number 1
  Authorisation for the Company and/or its        97.51%      2.49%     202,032,513     92.19%       0.01%
  subsidiaries to repurchase its own shares

  Special resolution number 2
  Approval of Non-Executive Directors’
  remuneration
  2.1 Chairman of the Board                        98.61%     1.39%     202,026,790     92.19%       0.01%
  2.2 Deputy Chairman of the Board                 98.61%     1.39%     202,026,790     92.19%       0.01%
  2.3 Independent non-Executive Directors         100.00%     0.00%     202,026,790     92.19%       0.01%
  2.4 Audit Committee Chairman                    100.00%     0.00%     202,026,790     92.19%       0.01%
  2.5 Risk Committee Chairman                     100.00%     0.00%     202,026,790     92.19%       0.01%
  2.6 Remuneration Committee Chairman             100.00%     0.00%     202,026,790     92.19%       0.01%
  2.7 Nomination and Social and Ethics
                                                  100.00%     0.00%     202,042,352     92.20%       0.00%
      Committee Chairmen
  2.8 Audit Committee Member                       99.98%     0.02%     202,023,470     92.19%       0.01%
  2.9 Other Board Committee Members               100.00%     0.00%     202,024,790     92.19%       0.01%
  Special resolution number 3
  Authorisation to provide financial assistance
                                                  97.96%      2.04%     202,030,790     92.19%       0.01%
  pursuant to section 45 of the Act
  Special resolution number 4
  Approval of SIP Rules                           100.00%     0.00%     202,024,795     92.19%       0.01%




*Expressed as a percentage of a total of 219,138,809 Massmart ordinary shares in issue as at the Voting Record Date.


Johannesburg
19 May 2022


Sponsor
J.P. Morgan Equities South Africa Proprietary Limited

Date: 19-05-2022 03:31:00
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