Results of Annual General Meeting
Meeting resultsNot material
In brief
All resolutions were passed by the required majority at the annual general meeting held on 6 November 2026, though the CEO-ESP Remuneration Policy drew 29.09% of combined votes against it.
The announcement
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 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.