WHL: WOOLWORTHS HOLDINGS LIMITED - Results of the 2019 annual general meeting

WHL: WOOLWORTHS HOLDINGS LIMITED - Results of the 2019 annual general meeting

WHL: WOOLWORTHS HOLDINGS LIMITED - Results of the 2019 annual general meeting Results of the 2019 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 2019 ANNUAL GENERAL MEETING Shareholders are advised that at the Annual General Meeting ('AGM') of the Company held today, Wednesday, 27 November 2019, all the ordinary and special resolutions were passed by the requisite majority votes. The total issued share capital of the Company as at the record date of 22 November 2019 was 1 048 526 838 ordinary shares with total votable shares, excluding 84 307 873 Treasury Shares, being 964 218 965. Details of the voting statistics for each resolution are as follows: VOTES CAST NUMBER OF SHARES SHARES DISCLOSED AS A % SHARES VOTED ABSTAINED OF TOTAL SHARES VOTED DISCLOSED DISCLOSED VOTED AT THE AGM AS A % OF AS A % OF FOR AGAINST TOTAL TOTAL VOTEABLE VOTEABLE SHARES SHARES Ordinary Resolution 1: 99.97 0.03 739 653 661 76.71 0.09 Appointment of Chairperson Ordinary Resolution 2: Election of directors Ordinary Resolution 2.1 99.98 0.02 739 656 761 76.71 0.09 David Kneale Ordinary Resolution 2.2 99.99 0.01 739 652 461 76.71 0.09 Thembisa Skweyiya Ordinary Resolution 2.3 99.98 0.02 739 656 761 76.71 0.09 Belinda Earl Ordinary Resolution 2.4 99.98 0.02 739 653 661 76.71 0.09 Christopher Colfer Ordinary Resolution 2.5 99.98 0.02 739 656 761 76.71 0.09 Clive Thomson Ordinary Resolution 3: Election of Audit Committee members Ordinary Resolution 3.1 97.90 2.10 739 544 426 76.70 0.11 Zarina Bassa Ordinary Resolution 3.2 99.99 0.01 739 652 009 76.71 0.10 Thembisa Skweyiya Ordinary Resolution 3.3 97.91 2.09 739 652 461 76.71 0.09 Andrew Higginson Ordinary Resolution 3.4 99.96 0.04 739 649 361 76.71 0.10 Christopher Colfer Ordinary Resolution 3.5 99.98 0.02 739 461 961 76.69 0.09 Clive Thomson Ordinary Resolution 4: 71.86 28.14 739 548 266 76.70 0.11 Re-appointment of Ernst & Young Inc. as external auditors Ordinary Resolution 5: 99.87 0.13 739 252 586 76.67 0.14 Amendments to the Woolworths Performance Share Plan Ordinary Resolution 6: 95.23 4.77 739 408 641 76.68 0.11 Endorsement of the Remuneration Policy Ordinary Resolution 7: 69.25 30.75 739 325 418 76.68 0.13 Endorsement of the Remuneration Implementation Report* Special Resolution 1: 98.96 1.04 739 583 118 76.70 0.10 General authority to acquire (repurchase) shares Special Resolution 2: 94.66 5.34 739 486 335 76.69 0.11 Non-Executive Directors fees for the period 1 January 2020 to 31 December 2020 exclusive of value-added tax * Given that the Company´s Remuneration Implementation Report did not receive more than 75% of shareholder endorsement and as communicated at the AGM, shareholders are invited to forward their written submissions on the Remuneration Implementation Report to the Company Secretary by email at [e-mail]. Such submissions are invited by the close of business on Friday, 6 December 2019 and shareholders are requested to indicate whether they wish to participate in the follow up engagement. The Remuneration Committee will deliberate on the shareholder feedback already received, together with any responses to this invitation, at its Committee meeting at the end of February 2020. Following on this, the Remuneration Committee will host a shareholder remuneration call in March 2020 to engage on their deliberations and outcomes. Details for this engagement will be provided to those shareholders who have confirmed their participation by Friday, 6 December 2019. Cape Town 27 November 2019 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 27-11-2019 05:03:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

2019-11-27 17:03:00 Source: JSE News Service (SENS)