WOOLWORTHS HOLDINGS LIMITED - Results of the 2017 annual general meeting

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)

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