2015/12/02
WOWOW - WOOLWORTHS HOLDINGS LIMITED - Results of the 2015 annual general meeting and retirement of director [JSE Securities Exchange - SENS]
 
Results of the 2015 annual general meeting and retirement of director

Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1929/001986/06
Share code: WHL
ISIN: ZAE000063863
("WHL" or "the company")

RESULTS OF THE 2015 ANNUAL GENERAL MEETING AND RETIREMENT OF DIRECTOR

RESULTS OF THE 2015 ANNUAL GENERAL MEETING

Shareholders are advised that all the resolutions tabled at the 2015 Annual General Meeting
("AGM") of WHL held on Monday, 30 November 2015 were passed without modification, by the
requisite majority votes, cast by way of poll in each case using electronic devices.

The total number of issued shares in the capital of WHL as at the Record Date of 20 November
2015 was 1 042 386 017 with total voteable shares, excluding Treasury Shares, being 958 124
552. Total shares represented in person or by proxy at the AGM were 729 223 996 being 76.11%
of the voteable shares, broken down as follows:

Members present or by representation               140 655 522 (14.68%)
Proxies received in favour of Chairman             588 568 374 (61.43%)
Proxies received in favour of others               100 ( 0.00%)

The Annual Financial Statements and Reports were presented to shareholders. The votes carried
for, against and withheld for each resolution are disclosed below as a number and a percentage to
the total number of shares voted at the meeting.

                                              VOTES         VOTES        VOTES         VOTES
                                                   FOR         AGAINST      WITHHELD       TOTAL
 Ordinary Resolution 1:
 Re-election of Directors-
 - Mr Patrick Allaway                            718,687,258    6,449,245    4,064,046   729,200,549
                                                    (98.56%)      (0.88%)      (0.56%)
 -   Mr Tom Boardman                             724,861,773    1,656,470    2,687,347   729,206,546
                                                    (99.40%)      (0.23%)      (0.37%)
 -   Mr Andrew Higginson                         699,783,328   20,494,422    8,928,792   729,206,542
                                                    (95.97%)      (2.81%)      (1.22%)
 -   Mrs Gail Kelly                              726,336,539      186,137    2,683,872   729,206,548
                                                    (99.60%)      (0.03%)      (0.37%)
 -   Ms Zyda Rylands                             726,340,018      199,854    2,683,873   729,223,745
                                                    (99.60%)      (0.03%)      (0.37%)
 -   Ms Thina Siwendu                            726,340,019      182,653    2,683,873   729,206,545
                                                    (99.60%)      (0.03%)      (0.37%)

 Ordinary Resolution 2:                          722,741,620    3,770,618    2,687,353   729,200,547
 Re-appointment of Auditors                         (99.11%)      (0.52%)      (0.37%)

 Ordinary Resolution 3:
 Election of Audit Committee Members-
     Mr Patrick Allaway                            726,304,751       61,181    2,683,870   729,050,758
                                                    (99.62%)      (0.01%)      (0.37%)
 -   Mr Peter Bacon                              725,102,649    1,391,189    2,683,870   729,178,664
                                                    (99.44%)      (0.19%)      (0.37%)
 -   Ms Zarina Bassa                             712,105,889   14,412,348    2,683,870   729,203,063
                                                    (97.65%)      (1.98%)      (0.37%)
 -   Mr Hubert Brody                             726,417,562       94,673    2,683,870   729,197,061
                                                    (99.62%)      (0.01%)      (0.37%)
 -   Mr Andrew Higginson                        692,840,131   33,640,893    2,689,464   729,171,444
                                                    (95.02%)      (4.61%)      (0.37%)
 Non-binding advisory Resolution 1:              684,372,000   11,344,183    33,485,923   729,203,062
 Approval of the Remuneration Policy                (93.85%)      (1.56%)       (4.59%)

 Special Resolution 1:
 Remuneration for Non-Executive Directors-
 - Ratification of the remuneration paid to Mr   719,938,344    1,689,530     7,548,624   729,177,454
    P Allaway for the quarter ended 31 Dec          (98.73%)      (0.23%)       (1.04%)
    2014.
 - Ratification of the remuneration paid to Mr   723,163,366    1,689,520     2,683,876   727,537,718
    P Allaway in 2015 for WHL and Australian        (99.40%)      (0.23%)       (0.37%)
    subsidiaries.
 - Ratification of remuneration paid to Mrs G    724,828,711    1,683,521     2,683,877   729,197,065
    Kelly in 2015 for WHL and Australian            (99.40%)      (0.23%)       (0.37%)
    subsidiaries
 - Ratification of fees paid to Audit            725,215,115      849,846     3,131,151   729,197,068
    Committee Members for their attendance          (99.45%)      (0.12%)       (0.43%)
    at Treasury Committee meetings in 2015
 - Approval of the remuneration for 2016         712,111,515   14,395,130     2,689,464   729,197,065
                                                    (97.66%)      (1.97%)       (0.37%)

 Special Resolution 2:                           726,481,601        5,019     2,683,872   729,171,448
 Amendments to the Memorandum of             (99.63%)      (0.00%)       (0.37%)
 Incorporation

 Special Resolution 3:                           723,783,576    1,024,417     3,131,145   727,940,094
 General Authority to Repurchase Shares             (99.43%)      (0.14%)       (0.43%)

 Special Resolution 4:                           699,633,125   22,061,657     7,501,326   729,197,064
 Financial Assistance to Related or Inter-          (95.94%)      (3.03%)       (1.03%)
 related Companies

 Special Resolution 5:                           705,886,114   18,754,164     2,683,876   727,325,110
 Issue of shares or options and grant of            (97.05%)      (2.58%)       (0.37%)
 financial assistance in terms of the
 Company's share-based incentive schemes


Special resolution 2 regarding the changes to the company's Memorandum of Incorporation will be
filed with the Companies and Intellectual Property Commission.

RETIREMENT OF DIRECTOR

The Board would like to confirm the following:

Mike Leeming, the independent non-executive director and Chairman of the Audit Committee,
retired from the Board of the company at the conclusion of the meeting, with effect from
30 November 2015. Hubert Brody, an independent non-executive director will assume the role of
Chairman of the Audit Committee with effect from 30 November 2015.

The Board wishes to express its gratitude to Mike Leeming for the significant contribution he made
to the Board and the company and wish him well in his retirement.

Cape Town
2 December 2015


Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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