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WOOLWORTHS HOLDINGS LIMITED - Results of the 2020 annual general meeting

Release Date: 25/11/2020 17:17
Code(s): WHL WHL02 WHL03     PDF:  
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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”)


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
   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
   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
   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 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

RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 25-11-2020 05:17:00
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