When we grow everyone grows Integrated Report 2018 WorldReginfo - 14111a6c-dbc9-440f-b9bc-4ec903bf80ec In 2018 we prevented R2.1 billion of price increases from reaching our customers by keeping price increases below infl ation. We continued our subsidy of staple products in 2017/18 at a cost of R190 million. Table of contents About this report 1 Corporate governance Defi ning our capitals Our brands, experience Intellectual capital Business overview Corporate Governance report 47 and know-how Audit and Risk Committee report 51 Human capital Our people We are Shoprite 2 Nominations Committee report 56 Equity and funding from The value we add 4 Social and Ethics Committee report 57 Remuneration report 58 Financial capital our shareholders and debt Our brands 6 providers Distribution of operations 8 Our stores, distribution Manufactured Financial highlights 9 centres, fleet and Summary consolidated capital Our business model explained 10 manufactured products Stakeholder engagement 12 fi nancial statements 68 Our customers, suppliers, Operating context 20 Social capital communities and other stakeholders Key risks 22 Strategy and performance 26 Pro forma information 88 Natural capital Our environment Management reports How to navigate our report Shareholder information Throughout our Integrated Report, the following Board of directors 28 icons are used to provide linkages to relevant Chairman’s report 30 Shareholder analysis 92 aspects, or indicate where further detail is Chief Executive’s report 32 Shareholders 93 available. Operational review 34 Notice to Shoprite Holdings shareholders 94 Three-year nancial review 35 Form of proxy 103 This icon signifies related information Financial report 36 Administration Inside back cover elsewhere in this report. Nurturing our capitals 40 Shareholder’s diary Inside back cover This icon signifies related information available online at: www.shopriteholdings.co.za WorldReginfo - 14111a6c-dbc9-440f-b9bc-4ec903bf80ec About this report Shoprite Holdings Limited (“Shoprite” or “the Company”) is pleased to present its 2018 Integrated Report. Scope and boundary A list of the external assurance providers is provided below: This Integrated Report covers all the operations and performance of the Shoprite Group, incorporating Shoprite Holdings Limited and all its Assurance provider Aspect assured Scope of assurance subsidiaries for the year ended 1 July 2018. The information in this report has been selected to cater for the interests of all stakeholders who require a broad overview of the Shoprite Group, but with specific emphasis on Pricewaterhouse- Annual Financial The audit of the Group and investors and funders. We believe the report will provide stakeholders with Coopers Inc. Statements Company annual financial an overview and better understanding of the Group’s business model, how statements and notes and we add value to society, our operational and financial performance, our significant accounting governance practices and strategy, as well as the risks and opportunities policies. that manifest as the leading FMCG retailer in Africa. AQRate Verification B-BBEE The Shoprite Group is Services (Pty) Ltd, a scorecard verified on the Amended Materiality South African National verification Codes of Good Practice, The selection of issues to be covered in this report was informed by inputs Accreditation System Gazette No. 36928. from our stakeholders, including capital providers and regulators and was (SANAS) accredited further refined through engagement with the executive management and B-BBEE verification Board of the Shoprite Group. agency Dekra Certification GmbH International The Shoprite Group’s Reporting comparability Organisation for International Trade There has been no change in the scope and boundary of this report relative Standardisation Department (ITD), to the 2017 report. The Group disposed of its interest in Hungry Lion Fast (ISO) 9001 responsible for imports and Foods (Pty) Ltd on 1 July 2018 with operating units in Lesotho, Namibia, Quality exports, has achieved South Africa and Swaziland. There have been no further significant Management ISO 9001:2015 certification. changes in the structure of the Group during the current reporting period, System other than through ongoing store openings and closures. Karen van der Wath – Carbon All GHG Inventory assertions Carbon & Energy Footprint and public disclosure New disclosure Management Consultant Assessment through the CDP (formerly Readers should take note of the following new accounting policy and – based on the Project the Carbon Disclosure disclosure practice: ISO14064-3 International Project), in accordance with Standard for GHG the GHG Protocol Hyperinfl ation verifications Corporate Accounting and The currency devaluation in Angola, together with high levels of consumer Reporting Standard. inflation over the past three years, has resulted in a requirement for the Shoprite Group to account for the results of its Angola operations on a Suite of reports hyperinflationary basis in accordance with IAS 29 (Financial Reporting in The Integrated Report forms part of and should be read in conjunction with Hyperinflationary Economies) from 3 July 2017. a suite of reports available online on our website. Other reports available are: ½ Annual financial statements Frameworks applied ½ King IV™ compliance register The information included in the Integrated Report has been provided in ½ Carbon Disclosure Project report accordance with the International Financial Reporting Standards (“IFRS”), ½ Risk report JSE Listings Requirements, the International Integrated Reporting ½ Sustainability report 2018 Council’s (IIRC) framework (“the Framework”) and The King Code of Corporate Governance (King IV™). Forward-looking statements This report may contain forward-looking statements with respect to the Assurance Shoprite Group’s future performance and prospects. While these The Shoprite Group utilises a combination of assurance services and statements represent our judgements and future expectations, several functions to optimise risk and governance oversight, to support the factors may cause actual results to differ materially from our expectations. integrity of external reports and the overall assurance provided to stakeholders. Internally, assurance is required from the organisation’s line For further information, please contact Sarita van Wyk on +27 (0) 21 980 4269. functions that own and manage risks, the organisation’s specialist functions that facilitate and oversee risk management and compliance, Approval of the Integrated Report internal auditors, internal forensic fraud examiners and auditors, safety and The board of directors of Shoprite acknowledges its responsibility to process assessors and statutory actuaries. In addition, independent ensure the integrity of this report and confirm that this Integrated Report external assurance is sought from external auditors, sustainability and addresses all material matters and provides a balanced overview of the environmental auditors or external actuaries, external forensic fraud Company and its prospects. The board has therefore approved the 2018 examiners and auditors and lastly from regulatory inspectors. The Shoprite Integrated Report for publication. Group was the first South African retailer to receive the much-acclaimed ISO 9001 accreditation for import and export handling from DEKRA, a On behalf of the board European inspection company, in 2009. In 2018, the Group successfully updated the accreditation to the ISO 9001:2015 standard. CH Wiese PC Engelbrecht Chairman Chief Executive Officer 20 August 2018 Shoprite Holdings Ltd Integrated Report 2018 1 WorldReginfo - 14111a6c-dbc9-440f-b9bc-4ec903bf80ec Business overview We are Shoprite Africa’s largest fast-moving consumer goods retail company Our Group Supermarket Logistics Property Fresh Money produce markets Furniture Ticketing Franchise Liquor Pharma- Hospitality ceuticals 2 843 147 478 19 974 stores employees suppliers trusted distribution countries 16 brands 27 centres 15 More than More than More than 35 million 1 billion 7.6 billion shoppers transactions items sold Shoprite Holdings Ltd 2 Integrated Report 2018 WorldReginfo - 14111a6c-dbc9-440f-b9bc-4ec903bf80ec Profi le Our values Shoprite Holdings Limited is an investment Doing the right thing and doing it right holding company whose combined subsidiaries constitute the largest fast-moving consumer At the Shoprite Group, we are passionate about: goods (FMCG) retailer on the African continent ½ Good customer service: we aim to be a global leader in customer service by putting the customer and the Indian Ocean Islands, with operations first in everything we do and ensuring that every customer leave the store happy. We empower in 15 countries. employees to do what is necessary to ensure our customers are satisfied; ½ Being a business with heart: we are aware that we are part of a broader community and we While the Group’s primary business is food #ActForChange. We ensure that we remain relevant to and are trusted by the communities we retailing, our offering extends to a broad range serve through job creation, providing affordable products, lending a helping hand to those in need of goods and services including household and feeding the most vulnerable; products, furniture, pharmaceuticals and ½ Integrity: we believe in treating all people, whether they are colleagues or customers, with financial services amongst others. respect. We believe in being accountable, keeping our promises and