Corporate Governance Statement

South Africa’s commitment to world class principles and guidelines on corporate governance was cemented with the introduction of the third King Report on Corporate Governance (“King III”) on 1 March 2010. King III was formulated to, amongst others, promote the legislative framework set out in the new Companies Act 71 of 2008 (as amended) (“the Companies Act”) and has therefore become the cornerstone of corporate governance principles. The JSE Listings Requirements requires listed companies to comply with the recommendations of King III. The Board governs according to the principles of discipline, responsibility, fairness, social responsibility, transparency and accountability of directors to all material stakeholders. These principles are reflected in the group’s business principles, internal controls and policies. With regard to the financial year under review, the directors of Shoprite Holdings believe that it complied with all the significant requirements of King III. In instances where we do not comply, this is stated and explained.