Results of 2020 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 2020 ANNUAL GENERAL MEETING

Shareholders are advised that the all ordinary and special resolutions (with the exception of ordinary
resolution 10), as set out in the Notice convening the Annual General Meeting (“AGM”), were approved by
the requisite majority of votes of shareholders who were either present on the electronic facility or
represented by proxy at Massmart’s AGM held on Thursday, 21 May 2020 at 09h00.

The total number of shareholders (present either electronically or represented electronically by proxies) at
the AGM was 91.00% of Massmart’s issued share capital as at Friday, 15 May 2020, being the Voting
Record Date.

The details of the voting results are set out below:

 RESOLUTIONS                            VOTES CAST DISCLOSED AS A PERCENTAGE                SHARES
                                        IN RELATION TO THE TOTAL NUMBER OF                  ABSTAINED
                                        SHARES VOTED AT THE MEETING

                                        FOR       AGAINST   NUMBER OF        %*             %*
                                        (%)                 SHARES
                                                  (%)       VOTED
 Ordinary resolution number 1           99.94     0.06      199,344,327      90.97%         0.03%
 Election of Mr Mitchell Slape to the
 Board of Directors
 Ordinary resolution number 2           99.74     0.26      199,333,732      90.96%         0.03%
 Election of Mr Mohammed Abdool-
 Samad to the Board of Directors
 Ordinary resolution number 3           99.98     0.02      199,332,080      90.96%         0.03%
 Election of Mr Charles Redfield to
 the Board of Directors
 Ordinary resolution number 4           87.73     12.27     199,329,276      90.96%         0.03%
 Re-election of Ms Phumzile
 Langeni to the Board of Directors
 Ordinary resolution number 5           88.94     11.06     199,328,966      90.96%         0.03%
 Re-election of Dr Nolulamo (Lulu)
 Gwagwa to the Board of Directors
 Ordinary resolution number 6           100.0     0.00      199,329,994      90.96%         0.03%
 Election of Ernst & Young Inc. as
 the Company’s auditors (with Mr
 Roger Hillen as audit partner)
 Ordinary resolution number 7
 Appointment     of    the     Audit
 Committee members:
 7.1   Ms     Olufunke     Ighodaro    99.87   0.13     199,025,506      90.82%         0.17%
 (Chairman)
 7.2 Ms Lindiwe Mthimunye              99.33   0.67     199,329,212      90.96%         0.03%
 7.3 Dr Nolulamo (Lulu) Gwagwa         87.87   12.13    199,328,902      90.96%         0.03%
 Ordinary resolution number 8          97.22   2.78     198,726,748      90.69%         0.31%
 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          91.26   8.74     199,325,219      90.96%         0.04%
 Approval of the remuneration
 policy
 Ordinary resolution number 10         74.97   25.03    199,325,219      90.96%         0.04%
 Approval of the remuneration
 implementation report
 Special resolution number 1           96.73   3.27     198,736,982      90.69%         0.31%
 Authorisation for the Company
 and/or     its  subsidiaries to
 repurchase its own shares
 Special resolution number 2

 Approval      of   Non-Executive
 Directors’ remuneration
 2.1 Chairman of the Board             99.10   0.90     199,325,383      90.96%         0.04%
 2.2 Deputy Chairman of the Board      99.56   0.44     199,325,383      90.96%         0.04%
 2.3 Independent non-Executive         99.06   0.94     199,325,383      90.96%         0.04%
 Directors
 2.4 Audit Committee Chairman          99.76   0.24     199,325,383      90.96%         0.04%
 2.5 Risk Committee Chairman           99.76   0.24     199,325,383      90.96%         0.04%
 2.6 Remuneration Committee            99.76   0.24     199,325,383      90.96%         0.04%
 Chairman
 2.7 Nomination and Social and         99.76   0.24     199,329,006      90.96%         0.03%
 Ethics Committee Chairmen
 2.8 Audit Committee Member            99.76   0.24     199,325,383      90.96%         0.04%
 2.9 Other Board Committee             99.76   0.24     199,325,383      90.96%         0.04%
 Members
 Special resolution number 3           98.66   1.34     199,327,748      90.96%         0.03%
 Authorisation to provide financial
 assistance pursuant to section 45
 of the Act
 Special resolution number 4           100     0        199,318,693      90.96%         0.04%
 Approval of inclusion of malus of
 clawback provisions to SIP and
 AIP Rules
*Expressed as a percentage of a total of 219,138,809 Massmart ordinary shares in issue as at the Voting
Record Date.
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual
Property Commission in due course.

Shareholders are advised that due to ordinary resolution 10 regarding the non-binding advisory vote on the
Remuneration Implementation Report being voted against by more than 25% of Massmart’s ordinary
shareholders who were either present via the electronic facility or represented by proxy at the AGM, an
invitation will be extended to such dissenting shareholders to engage with the Company. The manner and
timing of such engagement is being finalised and the Company will issue a further announcement with more
information.


 Sunninghill
 21 May 2020


 Sponsor
 J.P. Morgan Equities South Africa Proprietary Limited

Date: 21-05-2020 02:45:00
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