WOOLWORTHS HOLDINGS LIMITED - Results of the 2025 Annual General Meeting

Results of the 2025 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")

RESULTS OF THE 2025 ANNUAL GENERAL MEETING

Shareholders are advised that at the Annual General Meeting ("AGM") of the Company held today, Monday,
17 November 2025, all the ordinary and special resolutions were passed by the requisite majority votes. The
Non-binding Advisory Resolutions 1 and 2, relating to the Company's Remuneration Policy and the
Remuneration Implementation Report, however, 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
                                                 FOR       AGAINST                        SHARES*           SHARES*
   Ordinary Resolution 1:
   Re-election of directors

   Ordinary Resolution 1.1                     98.69%       1.31%      782,225,834         79.61%             0.01%
   • Christopher Colfer

   Ordinary Resolution 1.2                     99.31%       0.69%      782,225,834         79.61%             0.01%
   • Belinda Earl

   Ordinary Resolution 1.3                     99.33%       0.67%      782,225,834         79.61%             0.01%
   • Thembisa Skweyiya

   Ordinary Resolution 2:
   Election of Audit Committee members

   Ordinary Resolution 2.1                     93.25%       6.75%      781,890,837         79.57%             0.04%
   • Lwazi Bam

   Ordinary Resolution 2.2                     98.76%       1.24%      782,225,834         79.61%             0.01%
   • Christopher Colfer

   Ordinary Resolution 2.3                     99.99%       0.01%      782,225,834         79.61%             0.01%
   • Itumeleng Kgaboesele

   Ordinary Resolution 2.4                     99.33%       0.67%      782,225,834         79.61%             0.01%
   • Thembisa Skweyiya

   Ordinary Resolution 3:
   Election of Social and Ethics Committee
   members

   Ordinary Resolution 3.1                     99.79%       0.21%      782,175,834         79.60%             0.01%
   • Roy Bagattini

   Ordinary Resolution 3.2                     99.31%       0.69%      782,225,834         79.61%             0.01%
   • Belinda Earl

   Ordinary Resolution 3.3                     99.94%       0.06%      782,225,834         79.61%             0.01%
   • Lulu Gwagwa

   Ordinary Resolution 3.4                     99.78%       0.22%      782,225,834         79.61%             0.01%
   • Sam Ngumeni

   Ordinary Resolution 3.5                     99.34%       0.66%      782,225,834         79.61%             0.01%
   • Thembisa Skweyiya

   Ordinary Resolution 3.6                     99.88%       0.12%      782,225,834         79.61%             0.01%
   • Clive Thomson

  Ordinary Resolution 4:
  Re-appointment of KPMG Inc. as               99.98%       0.02%      782,225,833         79.61%             0.01%
  external auditor

  Non-binding Advisory Resolution 1:
  Endorsement of the Remuneration              62.39%       37.61%     781,884,528         79.57%             0.04%
  Policy**

  Non-binding Advisory Resolution 2:
  Endorsement of the Remuneration              68.46%       31.54%     592,800,407         60.33%            19.29%
  Implementation Report**

  Special Resolution 1:
  Remuneration of Non-Executive
  Directors for the period 1 January 2026
  to 31 December 2026 (exclusive of value-
  added tax)

  Special Resolution 1.1                       91.63%        8.37%     781,803,758         79.56%             0.04%
  • South African directors

  Special Resolution 1.2                       97.50%        2.50%     781,885,052         79.57%             0.04%
  • Australian director

  Special Resolution 1.3                       97.50%        2.50%     781,885,052         79.57%             0.04%
  • British directors

  Special Resolution 2:                        81.10%       18.90%     782,225,802         79.61%             0.01%
  General authority to acquire                                   
  (repurchase) shares



*  The total issued share capital of the Company as at the record date of 7 November 2025 was 982,598,237
   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 and Remuneration
   Implementation Report. 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, 28 November 2025.


Cape Town
17 November 2025

Debt and Equity Sponsor
Investec Bank Limited

Date: 17-11-2025 05:05:00
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