2021/09/30
WHLE - WOOLWORTHS HOLDINGS LIMITED - Availability of annual and B-BBEE reports, notice of AGM, Woolworths AFS and changes to WHL board & committees [JSE Securities Exchange - SENS]
 
Availability of annual and B-BBEE reports, notice of AGM, Woolworths AFS and changes to WHL board & committees

Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1929/001986/06
Share code: WHL
ISIN: ZAE000063863
Bond company code: WHLI
LEI: 37890095421E07184E97
("WHL" or "Company")


AVAILABILITY OF ANNUAL AND B-BBEE REPORTS, NOTICE OF AGM, WOOLWORTHS AFS,
CHANGES TO WHL BOARD COMMITTEES AND ANTICIPATED CHANGE TO BOARD

1.   In terms of the JSE Limited ("JSE") Listings and Debt Listings Requirements, shareholders
     and Senior Unsecured Floating Rate Noteholders are advised as follows:

        Notice of availability of Annual Reports

        The 2021 Integrated Annual Report, Good Business Journey Report and Annual Financial
        Statements for the 52 weeks ended 27 June 2021 are available online on WHL's corporate
        website at: https://www.woolworthsholdings.co.za/investors/all-reports-and-results/.
        Notice of availability of Broad-Based Black Economic Empowerment compliance report
        The Group's annual compliance report in terms of section 13(G)(2) of the Broad-Based Black
        Economic Empowerment Act 53 of 2003, as amended, is available on the Company's website
        at:
        https://www.woolworthsholdings.co.za/wp-content/uploads/2021/09/Woolworths-
        Holdings-Limited-BEE-Commission-Compliance-Report.pdf

        Notice of Annual General Meeting
        
        Notice is hereby given that the Annual General Meeting ("AGM") of the Company's
        shareholders will be held on Wednesday, 24 November 2021 at 10:00, and will be conducted
        entirely by means of electronic communication.
        The Notice of AGM, together with the summary Annual Financial Statements of the Group
        for the 52 weeks ended 27 June 2021, has been posted today, 30 September 2021, to those
        shareholders who have not elected to receive electronic communication. The Notice of AGM
        is also available on the Company's website at
        https://www.woolworthsholdings.co.za/governance/agm/

        Salient dates

        Record date to determine which shareholders are                Thursday, 23 September 2021
        entitled to receive the Notice of AGM

        Last day to trade in order to be eligible to attend and          Tuesday, 16 November 2021
        vote at the AGM

        Record date to determine which shareholders are                   Friday, 19 November 2021
        entitled to attend and vote at the AGM
         
        For administrative purposes only, proxy forms may be delivered as follows:

         - to the Company‘s Transfer Secretaries, Computershare Investor Services
           Proprietary Limited, by hand at Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196
           or via post at Private Bag X9000, Saxonwold, 2132, or via email at
           proxy@computershare.co.za, by 10:00 on Monday, 22 November 2021; and
         - to the Company via email, for the attention of the Group Company Secretary at
           Governance@woolworths.co.za

        Any forms of proxy not submitted by this time may nevertheless be submitted prior to the
        proxy exercising a shareholder's rights at the AGM, as follows:

         - to the Company‘s Transfer Secretaries, Computershare Investor Services
           Proprietary Limited via email at proxy@computershare.co.za; and
         - to the Chairman of the AGM via email at Governance@woolworths.co.za

        Notice of availability of Woolworths Proprietary Limited Annual Financial Statements
           
        Woolworths Proprietary Limited ("Guarantor") is the Guarantor of the Company's
        Domestic Medium Term Note Programme. Senior Unsecured Floating Rate Noteholders are
        advised that the Annual Financial Statements for the year ended 27 June 2021 ("2021
        financial statements") of the Guarantor will be made available at WHL's registered office on
        or about 1 October 2021 and upon request from the Group Company Secretary via email at
        Governance@woolworths.co.za. Senior Unsecured Floating Rate Noteholders are also
        advised that the audit report on the 2021 financial statements of the Guarantor is
        unqualified, with no modifications applicable.

2.   Shareholders and Senior Unsecured Floating Rate Noteholders are hereby advised of the
     impending change to the WHL Board and the following changes to the WHL Board Committees
     further to the Board's succession planning:

     (1)       Ms Zarina Bassa will be stepping down as an independent non-executive director and Lead
               Independent Director of WHL; as Chairman of the WHL Remuneration and Talent
               Management; and Risk and Compliance Committees; and as member of the WHL Audit;
               and Treasury Committees during the first half of the 2022 calendar year.

               Ms Bassa who is approaching her 11th year as an independent non-executive director on
               the WHL Board, has served with distinction since her appointment in November 2011. Her
               tenure was extended last year to provide continuity to the Board following the refresh of
               the Board composition. Ms Bassa will step down given the Board's guidelines that tenure
               of a non-executive director is extended only in exceptional circumstances, as was the case
               last year.

               The Board expresses its sincere appreciation to Ms Bassa for her outstanding contribution
               over ten years and wishes her well going forward.

     (2)       Mr David Kneale, an independent non-executive director, has been appointed as
               Chairman of the WHL Remuneration and Talent Management Committee with effect from
               after the WHL 2021 Annual General Meeting to be held on 24 November 2021; and as
               Chairman of the WHL Risk and Compliance Committee with effect from 1 March 2022.

     (3)       Mr Sam Ngumeni, an executive director, has been appointed as a member of the WHL Social
               and Ethics; and Sustainability Committees with effect from 1 October 2021.

  The appointments of Messrs Kneale and Ngumeni to the roles referred to above are in line with
  the Board's succession strategy and advances continuity on the committees.


Cape Town
30 September 2021

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

Date: 30-09-2021 07:05:00
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