Results of the 2018 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 2018 ANNUAL GENERAL MEETING Shareholders are advised that at the Annual General Meeting ("AGM") of the Company held today, Friday, 30 November 2018, 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 20 November 2018 was 1 048 408 117 ordinary shares with total votable shares, excluding 84 307 873 Treasury Shares, being 964 100 244. 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 AS A % OF AS A % OF MEETING TOTAL TOTAL VOTEABLE VOTEABLE SHARES SHARES FOR AGAINST Ordinary Resolution 1: Re-election of directors Ordinary Resolution 1.1 - Patrick Allaway 91.79 8.21 717 790 806 74.45 0.13 Ordinary Resolution 1.2 - Andrew Higginson 75.49 24.51 717 911 254 74.46 0.13 Ordinary Resolution 1.3 - Gail Kelly 91.72 8.28 717 911 154 74.46 0.13 Ordinary Resolution 1.4 - Zyda Rylands 97.03 2.97 712 625 007 73.92 0.47 Ordinary Resolution 2: Election of director Ordinary Resolution 2.1 Withdrawn following director's resignation announced by the - Sizakele Mzimela Company on SENS on 5 November 2018 Ordinary Resolution 3: Re-appointment of Ernst & Young Inc. as external auditors 70.49 29.51 716 873 976 74.36 0.24 Ordinary Resolution 4: Election of Audit Committee members Ordinary Resolution 4.1 - Patrick Allaway 97.14 2.86 717 912 014 74.46 0.13 Ordinary Resolution 4.2 - Zarina Bassa 96.46 3.54 717 902 982 74.46 0.13 Ordinary Resolution 4.3 - Hubert Brody 96.62 3.38 717 887 990 74.46 0.14 Ordinary Resolution 4.4 - Andrew Higginson 97.10 2.90 717 900 372 74.46 0.13 Non-binding advisory resolution 1: Approval of the Remuneration Policy 79.91 20.09 716 960 263 74.37 0.23 Non-binding advisory resolution 2: Approval of the Remuneration Implementation Report* 60.26 39.74 716 974 332 74.37 0.23 Special Resolution 1: Non-Executive Directors fees for the period 1 January 2019 to 31 December 2019 exlcusive of value-added tax 96.05 3.95 717 899 235 74.46 0.13 Special Resolution 2: General authority to repurchase shares 94.75 5.25 717 846 505 74.46 0.14 Special Resolution 3: Financial assistance to related or inter-related companies or undertakings 93.60 6.40 717 871 708 74.46 0.14 Special Resolution 4: Issue of shares or options and grant of financial assistance in terms of the Company's share based incentive schemes 86.28 13.72 717 905 399 74.46 0.13 * Shareholders are advised that the Company's Remuneration Implementation Report received less than 75% of the votes exercised. The Company invites all interested shareholders who wish to engage on the Remuneration Implementation Report to join a scheduled teleconference call that has been arranged for Tuesday 11 December 2018 from 09h00 to 10h00 (South African time). Shareholders are requested to confirm their participation to the Company Secretary by email at Governance@woolworths.co.za by no later than the close of business on Friday, 7 December 2018, after which dial-in details will be provided. Shareholders are further invited to forward their concern/questions on the Remuneration Implementation Report to the Company Secretary by email at Governance@woolworths.co.za by the close of business on Friday, 7 December 2018. Cape Town 30 November 2018 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 30/11/2018 05:05:00 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.