Results of the 2017 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 2017 ANNUAL GENERAL MEETING Shareholders are advised that all the ordinary and special resolutions tabled at the 2017 WHL Annual General Meeting (“AGM”) held on Tuesday, 28 November 2017 were approved without modification, by the requisite majority votes. The total issued share capital of WHL as at the record date of 17 November 2017 was 1 047 995 711 with total voteable shares, excluding Treasury Shares, being 963 734 246. Total shares represented in person or by proxy at the AGM amounted to 712 093 681 being 73.89% of voteable shares, broken down as follows: Members present or by representation - 8 273 100 CSDP Proxies received in favour of Chairman - 703 820 581 The Company confirms the results of its AGM, as follows: VOTES CARRIED NUMBER OF SHARES SHARES DISCLOSED AS A % SHARES VOTED ABSTAINED OF TOTAL SHARES VOTED DISCLOSED DISCLOSED VOTED AT THE AS A % OF AS A % OF MEETING TOTAL TOTAL FOR AGAINST VOTEABLE VOTEABLE SHARES SHARES Ordinary Resolution 1: Re-election of directors Ordinary Resolution 1.1 89.08 10.92 707 153 925 73.38 0.51 • Zarina Bassa Ordinary Resolution 1.2 98.24 1.76 710 810 983 73.76 0.13 • Hubert Brody Ordinary Resolution 1.3 92.87 7.13 710 799 559 73.75 0.13 • Nombulelo Moholi Ordinary Resolution 1.4 98.22 1.78 710 799 813 73.75 0.13 • Sam Ngumeni Ordinary Resolution 2: Election of director Ordinary Resolution 2.1 98.23 1.77 710 797 542 73.75 0.13 • John Dixon Ordinary Resolution 3: 81.06 18.94 710 814 124 73.76 0.13 Re-appointment of Ernst & Young as external auditors Ordinary Resolution 4: Election of Audit Committee members Ordinary Resolution 4.1 98.32 1.68 710 806 087 73.76 0.13 • Patrick Allaway Ordinary Resolution 4.2 94.57 5.43 707 148 389 73.38 0.51 • Zarina Bassa Ordinary Resolution 4.3 98.33 1.67 710 805 437 73.76 0.13 • Hubert Brody Ordinary Resolution 4.4 98.28 1.72 710 805 837 73.76 0.13 • Andrew Higginson Non-binding advisory resolution 1: 96.92 3.08 703 330 654 72.98 0.91 Approval of the Remuneration Policy Non-binding advisory resolution 2: 93.57 6.43 706 715 200 73.33 0.56 Approval of the Implementation Report Special Resolution 1: Non-Executive Directors fees Special Resolution 1.1: 98.89 1.11 708 253 352 73.49 0.40 • Reimbursement by the Company to the Non-Executive Directors of the value-added tax on fees paid or payable from 1 June to 31 December 2017 Special Resolution 1.2: 98.55 1.45 710 084 725 73.68 0.21 • Non-Executive Directors Remuneration for 2018 Special Resolution 2: 97.84 2.16 710 625 670 73.74 0.15 Amendments to the Memorandum of Incorporation Special Resolution 3: 98.89 1.11 708 872 353 73.55 0.14 General authority to repurchase securities Special Resolution 4: 99.28 0.72 710 795 273 73.75 0.13 Financial assistance to related or inter-related companies or undertakings Special Resolution 5: 80.41 19.59 708 911 780 73.56 0.14 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 28 November 2017 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 28/11/2017 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.