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Results of the 2016 annual general meeting
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 2016 ANNUAL GENERAL MEETING
Shareholders are advised that all the ordinary and special resolutions tabled at the 2016 Annual
General Meeting (“AGM”) of WHL held on Wednesday, 30 November 2016 were approved without
modification, by the requisite majority votes.
The total number of issued shares in the capital of WHL as at the Record Date of 25 November 2016
was 1,047,320,650 with total voteable shares, excluding Treasury Shares, being
963 059 185. Total shares represented in person or by proxy at the AGM amounted to
712 297 289 being 73.96% of the voteable shares, broken down as follows:
Members present or by representation - 31 821 221
CSDP Proxies received in favour of Chairman - 680 476 068
The Annual Financial Statements and Reports were presented to shareholders. The voting statistics
from the AGM were as follows:
VOTES AS A % OF TOTAL SHARES SHARES
TOTAL SHARES SHARES VOTED AS A ABSTAINED
VOTED AT THE VOTED % OF TOTAL AS A % OF
MEETING ISSUED TOTAL
FOR AGAINST SHARE ISSUED
CAPITAL SHARE
CAPITAL
Ordinary Resolution 1:
Re-election of directors
Ordinary Resolution 1.1 99.92% 0.08% 711,380,497 67.92% 0.09%
- Peter Bacon
Ordinary Resolution 1.2 99.98% 0.02% 711,380,697 67.92% 0.09%
- Reeza Isaacs
Ordinary Resolution 1.3 99.59% 0.41% 711,389,415 67.92% 0.09%
- Ian Moir
Ordinary Resolution 1.4 98.67% 1.33% 708,107,670 67.61% 0.40%
- Lord Rose
Ordinary Resolution 1.5 99.21% 0.79% 711,194,846 67.91% 0.10%
- Simon Susman
Ordinary Resolution 2: 81.38% 18.62% 711,379,652 67.92% 0.09%
Re-appointment of auditors
Ordinary Resolution 3
Election of Audit Committee members
Ordinary Resolution 3.1 99.98% 0.02% 708,105,958 67.61% 0.40%
- Patrick Allaway
Ordinary Resolution 3.2 98.01% 1.99% 711,379,333 67.92% 0.09%
- Peter Bacon
Ordinary Resolution 3.3 96.50% 3.50% 708,110,970 67.61% 0.40%
- Zarina Bassa
Ordinary Resolution 3.4 99.98% 0.02% 711,380,482 67.92% 0.09%
- Hubert Brody
Ordinary Resolution 3.5 99.98% 0.02% 711,379,332 67.92% 0.09%
- Andrew Higginson
Non-binding advisory resolution: 69.92% 30.08% 710,025,014 67.79% 0.22%
Approval of the Remuneration Policy
Special Resolution 1:
Remuneration for the non-executive
directors
Special Resolution 1.1 99.89% 0.11% 711,261,765 67.91% 0.10%
- Ratification of remuneration paid to
Zarina Bassa as a member of the
Woolworths South Africa (“WSA”)
Board, Chairman of the WSA
Remuneration and Risk and
Compliance Committees and member
of the Audit Review Panel
Special Resolution 1.2: 99.89% 0.11% 711,243,179 67.91% 0.10%
- Ratification of fees paid to Hubert
Brody as Chairman of the WSA Audit
Review Panel
Special Resolution 1.3: 98.22% 1.78% 707,039,120 67.51% 0.50%
- Approval of the Non-executive
Directors’ Remuneration for 2017
Special Resolution 2: 98.25% 1.75% 711,368,038 67.92% 0.09%
Amendments to the Memorandum of
Incorporation
Special Resolution 3: 96.49% 3.51% 711,314,937 67.92% 0.09%
General authority to repurchase shares
Special Resolution 4: 98.91% 1.09% 711,372,270 67.92% 0.09%
Financial assistance to related or inter-
related companies
Special Resolution 5: 98.30% 1.70% 710,261,622 67.82% 0.09%
Issue of shares or options and grant of
financial assistance in terms of the
company’s share based incentive
scheme
Special resolution 2 regarding the amendments to the company’s Memorandum of Incorporation will
be filed with the Companies and Intellectual Property Commission.
Cape Town
1 December 2016
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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