Notice Of Annual General Meeting Notification Of Supporting Documents For Special Resolution 5
Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1929/001986/06)
Share code: WHL
("Woolworths" or "the Company")
NOTICE OF ANNUAL GENERAL MEETING NOTIFICATION OF SUPPORTING
DOCUMENTS FOR SPECIAL RESOLUTION 5
The notice convening the Woolworths annual general meeting ("AGM"), to be held at
09h00 on Thursday, 15 November 2012 ("Notice") was made available on the
Company's website (www.woolworthsholdings.co.za) on 13 September 2012 and
included in the 2012 integrated report, which was posted to shareholders on
28 September 2012.
In terms of special resolution number 5, contained in the Notice, it is proposed that a
new Memorandum of Incorporation be adopted for the Company. A full copy of the
proposed new Memorandum of Incorporation has been available on the Company's
website since 13 September 2012.
Subsequent to the posting of the Notice, the Company has received communication from
a proxy advisory firm that the provision contained in the proposed new Memorandum of
Incorporation relating to the rotation of one third of non-executive directors only at each
annual general meeting, whilst in line with the JSE Limited ("JSE") Listings
Requirements and the King Code III, may not be considered international best practice
and that it was advising against supporting the resolution.
Woolworths has accordingly amended articles 26.1, 26.3 and 27.3 of the proposed new
Memorandum of Incorporation to provide that one thirdof all directors (both executive
and non-executive), will be required to retire by rotation at each annual general meeting.
The proposed new Memorandum of Incorporation as amended, which has been
approved by the JSE, is now available on the Company's website
(www.woolworthsholdings.co.za) and is available on request from the Company
secretary at the Company's registered office.
Shareholders areaccordingly requested to support the special resolution for the
adoption of the new Memorandum of Incorporation as amended.
The Company encourages participation by shareholders in the voting at the AGM, and
advises them to make the necessary arrangements timeously to attend or be
represented at the AGM and, where required, to furnish voting instructions to their CSDP
or broker in good time. The record date for the purposes of participating and voting at
the AGM is Friday, 9 November 2012.
In order for forms of proxy (which are contained in the company's 2012 integrated report)
to be valid for the purposes of the AGM, they are required to be lodged at the offices of
the company's transfer secretaries, Computershare Investor Services (Pty) Limited,
70 Marshall Street, Johannesburg, South Africa (or mailed to be received by them at
P O Box, 61051, Marshalltown, 2107, South Africa) by no later than 09h00 on
13 November 2012.
Company secretary: Thobeka Sishuba-Mashego
Registered office of Woolworths: Woolworths House, 93 Longmarket Street, Cape Town
7 November 2012
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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