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Results of the 2023 Annual General Meeting
Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1929/001986/06
LEI: 37890095421E07184E97
Share code: WHL
Share ISIN: ZAE000063863
Bond company code: WHLI
("the Company" or "the Group")
RESULTS OF THE 2023 ANNUAL GENERAL MEETING
Shareholders are advised that at the Annual General Meeting ("AGM") of the Company held today,
Wednesday, 22 November 2023, all the ordinary and special resolutions were passed by the requisite
majority votes. Non-binding Advisory Resolutions 1 and 2, relating to the Company's Remuneration Policy
and the Remuneration Implementation Report, were not endorsed by shareholders.
Details of the voting statistics for each resolution are as follows:
VOTES CAST SHARES SHARES
DISCLOSED AS A % OF VOTED ABSTAINED
TOTAL SHARES VOTED NUMBER OF DISCLOSED AS DISCLOSED AS
AT THE AGM SHARES A % OF TOTAL A % OF TOTAL
VOTED ISSUED ISSUED
SHARES* SHARES*
FOR AGAINST
Ordinary Resolution 1: 96.88% 3.12% 743,097,762 75.16% 0.01%
Election of director – Lwazi Bam
Ordinary Resolution 2:
Re-election of directors
Ordinary Resolution 2.1 98.67% 1.33% 743,095,462 75.16% 0.01%
- Roy Bagattini
Ordinary Resolution 2.2 99.60% 0.40% 743,095,462 75.16% 0.01%
- Sam Ngumeni
Ordinary Resolution 2.3 99.25% 0.75% 743,097,768 75.16% 0.01%
- Clive Thomson
Ordinary Resolution 3:
Election of Audit Committee members
Ordinary Resolution 3.1 97.85% 2.15% 743,097,768 75.16% 0.01%
- Lwazi Bam
Ordinary Resolution 3.2 97.07% 2.93% 743,095,468 75.16% 0.01%
- Christopher Colfer
Ordinary Resolution 3.3 99.94% 0.06% 743,095,468 75.16% 0.01%
- Thembisa Skweyiya
Ordinary Resolution 3.4 98.65% 1.35% 743,097,768 75.16% 0.01%
- Clive Thomson
Ordinary Resolution 4: 99.83% 0.17% 743,097,768 75.16% 0.01%
Re-appointment of KPMG Inc. as
external auditor
Non-binding Advisory Resolution 1: 46.55% 53.45% 743,079,246 75.16% 0.01%
Endorsement of the Remuneration
Policy**
Non-binding Advisory Resolution 2: 74.26% 25.74% 743,079,246 75.16% 0.01%
Endorsement of the Remuneration
Implementation Report**
Special Resolution 1:
Remuneration of Non-Executive
Directors for the period 1 January 2024
to 31 December 2024 (exclusive of value-
added tax)
Special Resolution 1.1 98.11% 1.89% 743,052,509 75.15% 0.01%
- Board and Board Committees
Special Resolution 1.2 98.72% 1.28% 743,052,509 75.15% 0.01%
- United Kingdom-based non-executive
directors
Special Resolution 1.3 78.35% 21.65% 743,036,599 75.15% 0.01%
- Australia-based non-executive
director
Special Resolution 2: 99.98% 0.02% 743,021,557 75.15% 0.02%
General authority to acquire
(repurchase) shares
* The total issued share capital of the Company as at the record date of 17 November 2023 was 988,695,949
ordinary shares, including 84,261,465 Treasury Shares.
** Having engaged extensively with the Company's major shareholders prior to the AGM, the Board is
cognisant of shareholder concerns in relation to the Remuneration Policy. In the main, these pertain to
our shareholders belief in the growth potential of the Group which they are of the view should be
reflected more robustly in the Long-Term Incentive Scheme's targets. We further note that the voting
protocol of certain shareholders is to link their Remuneration Implementation Report vote to the
Remuneration Policy vote. Given that a 75% majority of votes was not achieved in respect of Non-binding
Advisory Resolutions 1 and 2, shareholders are further invited to forward written submissions on the
Remuneration Policy and Remuneration Implementation Report to the Group Company Secretary by
email at Governance@woolworths.co.za by the close of business on Friday, 1 December 2023.
Cape Town
22 November 2023
Debt and Equity Sponsor
Investec Bank Limited
Date: 22-11-2023 05:05:00
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