2016/12/01
WHLE - WOOLWORTHS HOLDINGS LIMITED - Results of the 2016 annual general meeting [JSE Securities Exchange - SENS]
 
Results of the 2016 annual general meeting

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 2016 ANNUAL GENERAL MEETING

Shareholders are advised that all the ordinary and special resolutions tabled at the 2016 Annual
General Meeting ("AGM") of WHL held on Wednesday, 30 November 2016 were approved without
modification, by the requisite majority votes.

The total number of issued shares in the capital of WHL as at the Record Date of 25 November 2016
was 1,047,320,650 with total voteable shares, excluding Treasury Shares, being
963 059 185. Total shares represented in person or by proxy at the AGM amounted to
712 297 289 being 73.96% of the voteable shares, broken down as follows:

Members present or by representation                -        31 821 221
CSDP Proxies received in favour of Chairman         -        680 476 068

The Annual Financial Statements and Reports were presented to shareholders. The voting statistics
from the AGM were as follows:

                                              VOTES AS A % OF        TOTAL    SHARES          SHARES
                                               TOTAL SHARES         SHARES        VOTED AS A       ABSTAINED
                                               VOTED AT THE          VOTED        % OF TOTAL       AS A % OF
                                                  MEETING                           ISSUED           TOTAL
                                             FOR        AGAINST                      SHARE           ISSUED
                                                                                    CAPITAL          SHARE
                                                                                                    CAPITAL
 Ordinary Resolution 1:
 Re-election of directors

 Ordinary Resolution 1.1                     99.92%       0.08%    711,380,497       67.92%           0.09%
 - Peter Bacon 
 Ordinary Resolution 1.2                     99.98%       0.02%    711,380,697       67.92%           0.09%
 - Reeza Isaacs
 Ordinary Resolution 1.3                     99.59%       0.41%    711,389,415       67.92%           0.09%
 - Ian Moir
 Ordinary Resolution 1.4                     98.67%       1.33%    708,107,670       67.61%           0.40%
 - Lord Rose
 Ordinary Resolution 1.5                     99.21%       0.79%    711,194,846       67.91%           0.10%
 - Simon Susman

 Ordinary Resolution 2:                      81.38%       18.62%   711,379,652       67.92%           0.09%
 Re-appointment of auditors

 Ordinary Resolution 3
 Election of Audit Committee members

 Ordinary Resolution 3.1                     99.98%       0.02%    708,105,958       67.61%           0.40%
 - Patrick Allaway
 Ordinary Resolution 3.2                     98.01%       1.99%    711,379,333       67.92%           0.09%
 - Peter Bacon
 Ordinary Resolution 3.3                     96.50%       3.50%    708,110,970       67.61%           0.40%
 - Zarina Bassa
 Ordinary Resolution 3.4                     99.98%       0.02%    711,380,482       67.92%           0.09%
 - Hubert Brody
 Ordinary Resolution 3.5                     99.98%       0.02%    711,379,332       67.92%           0.09%
 - Andrew Higginson
 Non-binding advisory resolution:            69.92%      30.08%    710,025,014       67.79%           0.22%
 Approval of the Remuneration Policy

 Special Resolution 1:
 Remuneration for the non-executive
 directors

 Special Resolution 1.1                      99.89%       0.11%    711,261,765       67.91%           0.10%
 - Ratification of remuneration paid to
    Zarina Bassa as a member of the
    Woolworths South Africa ("WSA")
    Board, Chairman of the WSA
    Remuneration and Risk and
    Compliance Committees and member
    of the Audit Review Panel
 Special Resolution 1.2:                     99.89%       0.11%    711,243,179       67.91%           0.10%
 - Ratification of fees paid to Hubert
    Brody as Chairman of the WSA Audit
    Review Panel
 Special Resolution 1.3:                     98.22%       1.78%    707,039,120       67.51%           0.50%
 - Approval of the Non-executive
    Directors' Remuneration for 2017

 Special Resolution 2:                       98.25%       1.75%    711,368,038       67.92%           0.09%
 Amendments to the Memorandum of
 Incorporation

 Special Resolution 3:                       96.49%       3.51%    711,314,937       67.92%           0.09%
 General authority to repurchase shares

 Special Resolution 4:                       98.91%       1.09%    711,372,270       67.92%           0.09%
 Financial assistance to related or inter-
 related companies

 Special Resolution 5:                       98.30%       1.70%    710,261,622       67.82%           0.09%
 Issue of shares or options and grant of
 financial assistance in terms of the
 company's share based incentive
 scheme


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

Cape Town
1 December 2016

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

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