WOOLWORTHS HOLDINGS LIMITED - Results of the 2014 annual general meeting and retirement of director

Results of the 2014 annual general meeting and retirement of director

Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1929/001986/06
Share code: WHL
ISIN: ZAE000063863
(“Woolworths or “the Company”)

RESULTS OF THE 2014 ANNUAL GENERAL MEETING AND RETIREMENT OF DIRECTOR

RESULTS OF THE ANNUAL GENERAL MEETING

Shareholders are advised that all the resolutions tabled at the annual general meeting
(“meeting”) of Woolworths held on Wednesday, 26 November 2014 were passed without
modification, by the requisite majority votes, cast by way of poll in each case.

The total number of issued shares in the capital of Woolworths is 1 014 808 547 and the total
votable shares represented in person or by proxy at the meeting was 935 685 617. The total
number of issued shares represented at the meeting in person or by proxy was 736 426 483,
being 78.70% of the votable shares.

Voting at the meeting was done using electronic devices. The votes carried for, against and
abstained for each resolution are disclosed below as a number and a percentage to the total
number of shares voted at the meeting.

                                            VOTES        VOTES          VOTES         VOTES
                                             FOR        AGAINST       ABSTAINED       TOTAL

 Ordinary Resolution 1:                   734,594,682        92,634     1,739,064   736,426,380
 Adoption of the Annual financial            (99.75%)       (0.01%)       (0.24%)
 statements
 Ordinary Resolution 2:                   731,535,396     3,540,912     1,350,172   736,426,480
 Re-appointment of auditors                  (99.34%)       (0.48%)       (0.18%)
 Ordinary Resolution 3:
 Re-election of directors
 3.1: Re-election of Zarina Bassa         721,250,745   11,753,264      3,412,053   736,416,062
                                              97.94%)      (1.60%)        (0.46%)
 3.2: Re-election of Stuart Rose          715,825,708   19,224,977      1,350,163   736,400,848
                                             (97.21%)      (2.61%)        (0.18%)
 3.3: Re-election of Simon Susman         725,250,265    9,525,499      1,650,707   736,426,471
                                             (98.48%)      (1.29%)        (0.22%)
 Ordinary Resolution 4:
 Election of directors
 4.1: Election of Hubert Brody            734,644,490       430,861     1,351,118   736,426,469
                                             (99.76%)       (0.06%)       (0.18%)
 4.2: Election of Nombulelo Moholi        734,817,812       258,494     1,350,164   736,426,470
                                             (99.78%)       (0.04%)       (0.18%)
 4.3: Election of Sam Ngumeni             729,959,207     5,116,765     1,350,496   736,426,468
                                             (99.12%)       (0.69%)       (0.18%)
 Ordinary Resolution 5:
 Election of Audit committee members
 5.1: Election of Peter Bacon             730,222,544     4,853,762     1,350,163   736,426,469
                                             (99.16%)       (0.66%)       (0.18%)
 5.2: Election of Zarina Bassa            728,163,988     4,850,764     3,411,718   736,426,470
                                             (98.88%)       (0.66%)       (0.46%)
 5.3: Election of Hubert Brody            734,204,513        85,356     1,360,439   735,650,308
                                             (99.80%)       (0.01%)       (0.18%)
 5.4: Election of Andrew Higginson        730,222,208     4,837,485     1,366,775   736,426,468
                                             (99.16%)       (0.66%)       (0.19%)
 5.5: Election of Mike Leeming            728,170,932     6,899,039     1,356,498   736,426,469
                                             (98.88%)       (0.94%)       (0.18%)
 Ordinary Resolution 6: Non-binding        678,830,942   50,005,042     7,580,205    736,416,189
 resolution – Approval of the                 (92.18%)      (6.79%)       (1.03%)
 Remuneration policy
 Special Resolution 1:                     731,221,008    3,844,694     1,360,775    736,426,477
 Remuneration for the Non-executive           (99.29%)      (0.52%)       (0.18%)
 directors
 Special Resolution 2:                     734,985,963       80,066     1,350,163    736,416,192
 Decrease in the number of authorised         (99.81%)      (0.01%)       (0.18%)
 but unissued ordinary shares
 Special Resolution 3:                     734,989,670       76,358     1,350,163    736,416,191
 Amendment of the Company’s MOI               (99.81%)      (0.01%)       (0.18%)
 Special Resolution 4:                     730,069,066       79,355     1,423,990    731,572,411
 General authority to repurchase              (99.79%)      (0.01%)       (0.19%)
 shares
 Special Resolution 5:                     707,391,933   23,266,857     1,615,322    732,274,112
 Financial assistance to related or           (96.60%)      (3.18%)       (0.22%)
 inter-related companies or
 corporations
 Special Resolution 6:                     682,070,815   47,137,859     1,356,162    730,564,836
 Issue of shares or options and grant         (93.36%)      (6.45%)       (0.19%)
 of financial assistance in terms of the
 Company’s share-based incentive
 schemes

Special resolution 3 regarding the changes to the company’s Memorandum of Incorporation will
be filed with the Companies and Intellectual Property Commission.

RETIREMENT OF DIRECTOR

The board would like to confirm the following:

Chris Nissen, the independent non-executive director and Chairman of the Social and ethics
committee retired from the board of the Company at the conclusion of the meeting, with effect
from 26 November 2014.

Thina Siwendu, an independent non-executive director will assume the role of Chairman of the
Social and ethics committee with effect from 26 November 2014.

The board wishes to express its deep thanks to Chris Nissen for the significant contributions he
made to the board and the company over the last ten years and wish him well.

Cape Town
28 November 2014


Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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