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Results of the 2015 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
(“WHL” or “the company”)
RESULTS OF THE 2015 ANNUAL GENERAL MEETING AND RETIREMENT OF DIRECTOR
RESULTS OF THE 2015 ANNUAL GENERAL MEETING
Shareholders are advised that all the resolutions tabled at the 2015 Annual General Meeting
(“AGM”) of WHL held on Monday, 30 November 2015 were passed without modification, by the
requisite majority votes, cast by way of poll in each case using electronic devices.
The total number of issued shares in the capital of WHL as at the Record Date of 20 November
2015 was 1 042 386 017 with total voteable shares, excluding Treasury Shares, being 958 124
552. Total shares represented in person or by proxy at the AGM were 729 223 996 being 76.11%
of the voteable shares, broken down as follows:
Members present or by representation 140 655 522 (14.68%)
Proxies received in favour of Chairman 588 568 374 (61.43%)
Proxies received in favour of others 100 ( 0.00%)
The Annual Financial Statements and Reports were presented to shareholders. The votes carried
for, against and withheld 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 WITHHELD TOTAL
Ordinary Resolution 1:
Re-election of Directors-
- Mr Patrick Allaway 718,687,258 6,449,245 4,064,046 729,200,549
(98.56%) (0.88%) (0.56%)
- Mr Tom Boardman 724,861,773 1,656,470 2,687,347 729,206,546
(99.40%) (0.23%) (0.37%)
- Mr Andrew Higginson 699,783,328 20,494,422 8,928,792 729,206,542
(95.97%) (2.81%) (1.22%)
- Mrs Gail Kelly 726,336,539 186,137 2,683,872 729,206,548
(99.60%) (0.03%) (0.37%)
- Ms Zyda Rylands 726,340,018 199,854 2,683,873 729,223,745
(99.60%) (0.03%) (0.37%)
- Ms Thina Siwendu 726,340,019 182,653 2,683,873 729,206,545
(99.60%) (0.03%) (0.37%)
Ordinary Resolution 2: 722,741,620 3,770,618 2,687,353 729,200,547
Re-appointment of Auditors (99.11%) (0.52%) (0.37%)
Ordinary Resolution 3:
Election of Audit Committee Members-
Mr Patrick Allaway 726,304,751 61,181 2,683,870 729,050,758
(99.62%) (0.01%) (0.37%)
- Mr Peter Bacon 725,102,649 1,391,189 2,683,870 729,178,664
(99.44%) (0.19%) (0.37%)
- Ms Zarina Bassa 712,105,889 14,412,348 2,683,870 729,203,063
(97.65%) (1.98%) (0.37%)
- Mr Hubert Brody 726,417,562 94,673 2,683,870 729,197,061
(99.62%) (0.01%) (0.37%)
- Mr Andrew Higginson 692,840,131 33,640,893 2,689,464 729,171,444
(95.02%) (4.61%) (0.37%)
Non-binding advisory Resolution 1: 684,372,000 11,344,183 33,485,923 729,203,062
Approval of the Remuneration Policy (93.85%) (1.56%) (4.59%)
Special Resolution 1:
Remuneration for Non-Executive Directors-
- Ratification of the remuneration paid to Mr 719,938,344 1,689,530 7,548,624 729,177,454
P Allaway for the quarter ended 31 Dec (98.73%) (0.23%) (1.04%)
2014.
- Ratification of the remuneration paid to Mr 723,163,366 1,689,520 2,683,876 727,537,718
P Allaway in 2015 for WHL and Australian (99.40%) (0.23%) (0.37%)
subsidiaries.
- Ratification of remuneration paid to Mrs G 724,828,711 1,683,521 2,683,877 729,197,065
Kelly in 2015 for WHL and Australian (99.40%) (0.23%) (0.37%)
subsidiaries
- Ratification of fees paid to Audit 725,215,115 849,846 3,131,151 729,197,068
Committee Members for their attendance (99.45%) (0.12%) (0.43%)
at Treasury Committee meetings in 2015
- Approval of the remuneration for 2016 712,111,515 14,395,130 2,689,464 729,197,065
(97.66%) (1.97%) (0.37%)
Special Resolution 2: 726,481,601 5,019 2,683,872 729,171,448
Amendments to the Memorandum of (99.63%) (0.00%) (0.37%)
Incorporation
Special Resolution 3: 723,783,576 1,024,417 3,131,145 727,940,094
General Authority to Repurchase Shares (99.43%) (0.14%) (0.43%)
Special Resolution 4: 699,633,125 22,061,657 7,501,326 729,197,064
Financial Assistance to Related or Inter- (95.94%) (3.03%) (1.03%)
related Companies
Special Resolution 5: 705,886,114 18,754,164 2,683,876 727,325,110
Issue of shares or options and grant of (97.05%) (2.58%) (0.37%)
financial assistance in terms of the
Company’s share-based incentive schemes
Special resolution 2 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:
Mike Leeming, the independent non-executive director and Chairman of the Audit Committee,
retired from the Board of the company at the conclusion of the meeting, with effect from
30 November 2015. Hubert Brody, an independent non-executive director will assume the role of
Chairman of the Audit Committee with effect from 30 November 2015.
The Board wishes to express its gratitude to Mike Leeming for the significant contribution he made
to the Board and the company and wish him well in his retirement.
Cape Town
2 December 2015
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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