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Results of the 2020 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 2020 ANNUAL GENERAL MEETING
Shareholders are advised that at the Annual General Meeting (“AGM”) of the Company held today,
Wednesday, 25 November 2020, all the ordinary and special resolutions were passed by the
requisite majority votes, except for Ordinary Resolution 6, which is a non-binding advisory vote
relating to the endorsement of the Remuneration Implementation Report*.
The total issued share capital of the Company as at the record date of 20 November 2020 was
1,049,746,427 ordinary shares with total votable shares, excluding 84 261 465 Treasury Shares,
being 965 484 962.
Details of the voting statistics for each resolution are as follows:
VOTES CAST SHARES SHARES
DISCLOSED AS A % VOTED ABSTAINED
OF TOTAL SHARES DISCLOSED DISCLOSED
VOTED AT THE AGM AS A % OF AS A % OF
NUMBER OF TOTAL TOTAL
SHARES VOTABLE VOTABLE
FOR AGAINST VOTED SHARES SHARES
Ordinary Resolution 1: 99.84 0.16 748,637,069 77.54 0.09
Election of Roy Bagattini
Ordinary Resolution 2:
Re-election of directors
Ordinary Resolution 2.1 86.41 13.59 748,595,044 77.54 0.09
- Zarina Bassa
Ordinary Resolution 2.2 99.92 0.08 748,593,194 77.54 0.09
- Reeza Isaacs
Ordinary Resolution 2.3 99.80 0.20 748,621,694 77.54 0.09
- Sam Ngumeni
Ordinary Resolution 3:
Election of Audit Committee
members
Ordinary Resolution 3.1 86.26 13.74 748,621,744 77.54 0.09
- Zarina Bassa
Ordinary Resolution 3.2 99.98 0.02 748,620,094 77.54 0.09
- Thembisa Skweyiya
Ordinary Resolution 3.3 98.72 1.28 748,621,094 77.54 0.09
- Christopher Colfer
Ordinary Resolution 3.4 99.97 0.03 748,628,581 77.54 0.09
- Clive Thomson
Ordinary Resolution 4: 67.52 32.48 748,623,094 77.54 0.09
Re-appointment of
Ernst & Young Inc. as
external auditors
Ordinary Resolution 5: 74.76 25.24 748,616,782 77.54 0.09
Endorsement of the Remuneration
Policy*
Ordinary Resolution 6: 17.76 82.24 748,528,311 77.53 0.10
Endorsement of the Remuneration
Implementation Report*
Special Resolution 1: 95.54 4.46 748,593,523 77.54 0.09
Non-Executive Directors fees for
the period 1 January 2021 to
31 December 2021 exclusive of
value-added tax
Special Resolution 2: 96.19 3.81 748,605,464 77.54 0.09
Financial assistance to directors
and/or prescribed officers and
employee share scheme
beneficiaries
Special Resolution 3: 96.65 3.35 743,869,850 77.05 0.58
General authority to provide
financial assistance to related or
inter-related companies or
undertakings in terms of section
45 of the Companies Act
Special Resolution 4: 98.56 1.44 748,558,884 77.53 0.09
General authority to acquire
(repurchase) shares
*Having extensively engaged with the Company’s major shareholders prior to the AGM, the Board
is cognisant of shareholder concerns in relation to the exit package of the former Group Chief
Executive, which are reflected by the level of endorsement attained on the Group’s Remuneration
Policy and Implementation Report. Notwithstanding extensive shareholder engagement prior to
the AGM, given that a 75% majority of votes was not achieved in respect of Ordinary Resolutions
5 and 6, shareholders are further invited to forward written submissions on the Remuneration
Report and Implementation Report to the Group Company Secretary by email at
Governance@woolworths.co.za by the close of business on Friday, 11 December 2020.
Shareholders are also requested to indicate whether they wish to engage with the Company in
that regard.
Cape Town
25 November 2020
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 25-11-2020 05:17:00
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