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Results of the 2022 Annual General Meeting

Published: 2022-11-23 18:00:43 ET
<<<  go to JSE:WHL company page
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)