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 2022 ANNUAL GENERAL MEETING
Shareholders are advised that at the Annual General Meeting (“AGM”) of the Company held today,
Wednesday, 23 November 2022, all the ordinary and special resolutions were passed by the requisite
majority votes, except for Non-binding Advisory Resolution 2, relating to the endorsement of the Company’s
Remuneration Implementation Report.
The total issued share capital* of the Company as at the record date of 18 November 2022 was 1,021,371,736
ordinary shares, including 87,508,690 Treasury Shares.
Details of the voting statistics for each resolution are as follows:
VOTES CAST NUMBER OF SHARES SHARES
DISCLOSED AS A % OF SHARES VOTED ABSTAINED
TOTAL SHARES VOTED VOTED DISCLOSED AS DISCLOSED AS
AT THE AGM A % OF TOTAL A % OF TOTAL
FOR AGAINST ISSUED ISSUED
SHARES* SHARES*
Ordinary Resolution 1:
Election of directors
Ordinary Resolution 1.1 87.44% 12.56% 793,365,775 77.68% 0.09%
Phumzile Langeni
Ordinary Resolution 1.2 99.95% 0.05% 793,370,632 77.68% 0.09%
Rob Collins
Ordinary Resolution 2:
Re-election of directors
Ordinary Resolution 2.1 92.96% 7.04% 793,359,932 77.68% 0.09%
• Christopher Colfer
Ordinary Resolution 2.2 99.96% 0.04% 793,373,732 77.68% 0.09%
• Belinda Earl
Ordinary Resolution 3:
Election of Audit Committee members
Ordinary Resolution 3.1 89.44% 10.56% 793,376,225 77.68% 0.09%
• Phumzile Langeni
Ordinary Resolution 3.2 100.00% 0.00% 793,376,525 77.68 % 0.09%
• Thembisa Skweyiya
Ordinary Resolution 3.3 97.55% 2.45% 793,363,182 77.68% 0.09%
• Christopher Colfer
Ordinary Resolution 3.4 99.61% 0.39% 793,368,982 77.68% 0.09%
• Clive Thomson
Ordinary Resolution 4: 99.91% 0.09% 793,377,867 77.68% 0.09%
Re-appointment of KPMG Inc. as
external auditors
Non-binding Advisory Resolution 1: 94.49% 5.51% 793,343,659 77.67% 0.09%
Endorsement of the Remuneration Policy
Non-binding Advisory Resolution 2: 70.02% 29.98% 793,139,460 77.65% 0.11%
Endorsement of the Remuneration
Implementation Report**
Special Resolution 1: 98.17% 1.83% 793,351,726 77.68% 0.09%
Remuneration of Non-Executive
Directors for the period 1 January 2023
to 31 December 2023 (exclusive of value-
added tax)
Special Resolution 2: 95.71% 4.29% 793,369,894 77.68% 0.09%
Financial assistance to directors and/or
prescribed officers and employee share
scheme beneficiaries
Special Resolution 3: 97.79% 2.21% 793,359,269 77.68% 0.09%
General authority to provide financial
assistance to related or interrelated
companies in terms of Section 45 of the
Companies Act
Special Resolution 4: 99.34% 0.66% 793,292,108 77.67% 0.10%
General authority to acquire
(repurchase) 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 Implementation Report and is
encouraged by the support of shareholders in relation to the Company’s Remuneration Policy. Given that
a 75% majority of votes was not achieved in respect of Non-binding Advisory Resolution 2, shareholders
are further invited to forward written submissions on the Remuneration Implementation Report to the
Group Company Secretary by email at Governance@woolworths.co.za by the close of business on Friday,
2 December 2022.
Cape Town
23 November 2022
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)