WOOLWORTHS HOLDINGS LIMITED - Results of the 2019 annual general meeting

Results of the 2019 annual general meeting

Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1929/001986/06
Share code: WHL
ISIN: ZAE000063863
Bond company code: WHLI
(“WHL” or the “Company”)

RESULTS OF THE 2019 ANNUAL GENERAL MEETING

Shareholders are advised that at the Annual General Meeting (“AGM”) of the Company held today,
Wednesday, 27 November 2019, all the ordinary and special resolutions were passed by the
requisite majority votes.

The total issued share capital of the Company as at the record date of 22 November 2019 was
1 048 526 838 ordinary shares with total votable shares, excluding 84 307 873 Treasury Shares,
being 964 218 965.

Details of the voting statistics for each resolution are as follows:

                                              VOTES CAST          NUMBER OF      SHARES      SHARES
                                           DISCLOSED AS A %        SHARES         VOTED     ABSTAINED
                                           OF TOTAL SHARES          VOTED       DISCLOSED   DISCLOSED
                                           VOTED AT THE AGM                     AS A % OF   AS A % OF
                                            FOR      AGAINST                      TOTAL       TOTAL
                                                                                VOTEABLE    VOTEABLE
                                                                                 SHARES      SHARES

   Ordinary Resolution 1:                   99.97       0.03      739 653 661     76.71       0.09
   Appointment of Chairperson
   Ordinary Resolution 2:
   Election of directors
   Ordinary Resolution 2.1                  99.98       0.02      739 656 761     76.71       0.09
   David Kneale
   Ordinary Resolution 2.2                  99.99       0.01      739 652 461     76.71       0.09
   Thembisa Skweyiya
   Ordinary Resolution 2.3                  99.98       0.02      739 656 761     76.71       0.09
   Belinda Earl
   Ordinary Resolution 2.4                  99.98       0.02      739 653 661     76.71       0.09
   Christopher Colfer
   Ordinary Resolution 2.5                  99.98       0.02      739 656 761     76.71       0.09
   Clive Thomson
   Ordinary Resolution 3:
   Election of Audit Committee
   members
   Ordinary Resolution 3.1                  97.90       2.10      739 544 426     76.70       0.11
   Zarina Bassa
   Ordinary Resolution 3.2                  99.99       0.01      739 652 009     76.71       0.10
   Thembisa Skweyiya
   Ordinary Resolution 3.3                  97.91       2.09      739 652 461     76.71       0.09
   Andrew Higginson
   Ordinary Resolution 3.4                  99.96       0.04      739 649 361     76.71       0.10
   Christopher Colfer
   Ordinary Resolution 3.5                  99.98       0.02      739 461 961     76.69       0.09
   Clive Thomson
   Ordinary Resolution 4:                   71.86       28.14     739 548 266     76.70       0.11
   Re-appointment of
   Ernst & Young Inc. as
   external auditors
   Ordinary Resolution 5:                   99.87       0.13      739 252 586     76.67       0.14
   Amendments to the Woolworths
   Performance Share Plan
   Ordinary Resolution 6:                   95.23       4.77      739 408 641     76.68       0.11
   Endorsement of the Remuneration
   Policy
   Ordinary Resolution 7:                   69.25       30.75     739 325 418     76.68       0.13
   Endorsement of the Remuneration
   Implementation Report*
   Special Resolution 1:                    98.96       1.04      739 583 118     76.70       0.10
   General authority to acquire
   (repurchase) shares
   Special Resolution 2:                    94.66       5.34      739 486 335     76.69       0.11
   Non-Executive Directors fees for
   the period 1 January 2020 to
   31 December 2020 exclusive of
   value-added tax

 * Given that the Company’s Remuneration Implementation Report did not receive more than 75%
   of shareholder endorsement and as communicated at the AGM, shareholders are invited to
   forward their written submissions on the Remuneration Implementation Report to the Company
   Secretary by email at Governance@woolworths.co.za. Such submissions are invited by the close
   of business on Friday, 6 December 2019 and shareholders are requested to indicate whether
   they wish to participate in the follow up engagement. The Remuneration Committee will deliberate
   on the shareholder feedback already received, together with any responses to this invitation, at
   its Committee meeting at the end of February 2020. Following on this, the Remuneration
   Committee will host a shareholder remuneration call in March 2020 to engage on their
   deliberations and outcomes. Details for this engagement will be provided to those shareholders
   who have confirmed their participation by Friday, 6 December 2019.

Cape Town
27 November 2019

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 27-11-2019 05:03:00
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