Clicks Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1996/000645/06
JSE share code: CLS
ISIN: ZAE000134854
CUSIP: 18682W205
LEI: 378900E967958A677472
(“Clicks Group” or “the company”)


RESULTS OF ANNUAL GENERAL MEETING AND BOARD SUB-COMMITTEE COMPOSITION

The ordinary and special resolutions set out below were put before the annual general meeting of
Clicks Group shareholders held on 26 January 2023.

The company’s total number of shares in issue eligible to vote is 243 969 611 and the total number
of shares represented in person or by proxy at the meeting was 199 515 214 representing 81.78%
of the eligible shares.

The voting for each resolution was as follows:

                                              Votes for       Votes         Votes      Total votes
                                                             against    abstained
 Ordinary resolution no 1:                 197 848 583      221 911      1 444 720    198 070 494
 adoption of financial statements              99.89%        0.11%          0.72%        100.00%
 Ordinary resolution no 2:                 196 494 282     2 933 765       87 167     199 428 047
 reappointment of auditor                      98.53%         1.47%        0.04%         100.00%
 Ordinary resolution no 3:                 197 870 254     1 557 728       87 232     199 427 982
 election of Nomgando Matyumza as              99.22%         0.78%        0.04%         100.00%
 a director
 Ordinary resolution no 4:                 195 665 556     3 762 496       87 162     199 428 052
 election of Gordon Traill as a director       98.11%         1.89%        0.04%         100.00%
 Ordinary resolution no 5:
 election of members of the audit
 and risk committee
 5.1 Mfundiso Njeke                        192 224 415     7 203 287       87 512     199 427 702
                                               96.39%         3.61%        0.04%         100.00%
 5.2 Sango Ntsaluba                        178 230 807    21 196 965       87 442     199 427 772
                                               89.37%        10.63%        0.04%         100.00%
 5.3 Nomgando Matyumza                     197 870 174     1 557 728       87 312     199 427 902
                                               99.22%         0.78%        0.04%         100.00%
 Ordinary resolution no 6:                 145 672 135    53 603 594      239 485     199 275 729
 approval of the company’s                     73.10%        26.90%        0.12%         100.00%
 remuneration policy
 Ordinary resolution no 7:                 150 150 887    48 815 765      548 562     198 966 652
 endorsement of the company’s                  75.47%        24.53%        0.27%         100.00%
 remuneration implementation
 report
 Special resolution no 1:                  198 948 402       48 485       518 327      198 996 887
 general authority to repurchase               99.98%        0.02%         0.26%         100.00%
 shares
 Special resolution no 2:              198 327 479         1 082 027         105 708      199 409 506
 approval of directors’ fees               99.46%             0.54%           0.05%          100.00%
 Special resolution no 3:              198 007 043         1 392 474         115 697      199 399 517
 general approval to provide               99.30%             0.70%           0.06%          100.00%
 financial assistance


Note: The percentage of shares voted is calculated in relation to the number of shares
represented at the AGM, excluding shares abstained.

The non-binding advisory vote on the company’s remuneration policy was voted against by more
than 25% of the voting rights exercised by shareholders. Consequently the company will initiate a
process to engage with the dissenting shareholders, as recommended in terms of King IV. Any
shareholders who would like to participate in this engagement process are requested to advise the
company secretary by e-mail at companysecretary@clicksgroup.co.za by Monday, 20 February
2023. Details on the consequent engagement process will be communicated to those shareholders
who have indicated their interest in participating to the company secretary. The company has taken
heed of the result of this non-binding vote and intends to specifically address issues of remuneration
with its investors, irrespective of whether they take part in the King IV engagement process outlined
above.



Fatima Abrahams and Martin Rosen retire as independent non-executive directors effective 26
January 2023.

Mfundiso (JJ) Njeke was appointed lead independent director for the ensuing year, chair of the audit
and risk committee and member of the remuneration and nominations committee, effective 26
January 2023. Sango Ntsaluba was appointed chair of the remuneration and nominations
committee, effective 26 January 2023 and Nomgando Matyumza was appointed chair of the social
and ethics committee, effective 26 January 2023.




Cape Town

26 January 2023

Sponsor
Investec Bank Limited