WOOLWORTHS HOLDINGS LIMITED - Results of the 2023 Annual General Meeting

Results of the 2023 Annual General Meeting

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


RESULTS OF THE 2023 ANNUAL GENERAL MEETING

Shareholders are advised that at the Annual General Meeting ("AGM") of the Company held today,
Wednesday, 22 November 2023, all the ordinary and special resolutions were passed by the requisite
majority votes. Non-binding Advisory Resolutions 1 and 2, relating to the Company's Remuneration Policy
and the Remuneration Implementation Report, were not endorsed by shareholders.

Details of the voting statistics for each resolution are as follows:

                                                     VOTES CAST                               SHARES            SHARES
                                            DISCLOSED AS A % OF                                VOTED         ABSTAINED
                                             TOTAL SHARES VOTED          NUMBER OF      DISCLOSED AS      DISCLOSED AS    
                                                     AT THE AGM             SHARES      A % OF TOTAL      A % OF TOTAL                         
                                                                             VOTED            ISSUED            ISSUED                                                                                                                                                            
                                                                                             SHARES*           SHARES*
                                                 FOR    AGAINST
                                                                                     
   Ordinary Resolution 1:                     96.88%      3.12%        743,097,762            75.16%             0.01%
   Election of director – Lwazi Bam
   Ordinary Resolution 2:
   Re-election of directors
   Ordinary Resolution 2.1                    98.67%      1.33%        743,095,462            75.16%             0.01%
   - Roy Bagattini
   Ordinary Resolution 2.2                    99.60%      0.40%        743,095,462            75.16%             0.01%
   - Sam Ngumeni
   Ordinary Resolution 2.3                    99.25%      0.75%        743,097,768            75.16%             0.01%
   - Clive Thomson
   Ordinary Resolution 3:
   Election of Audit Committee members
   Ordinary Resolution 3.1                    97.85%      2.15%        743,097,768            75.16%             0.01%
   - Lwazi Bam
   Ordinary Resolution 3.2                    97.07%      2.93%        743,095,468            75.16%             0.01%
   - Christopher Colfer
   Ordinary Resolution 3.3                    99.94%      0.06%        743,095,468            75.16%             0.01%
   - Thembisa Skweyiya
   Ordinary Resolution 3.4                    98.65%      1.35%        743,097,768            75.16%             0.01%
   - Clive Thomson
   Ordinary Resolution 4:                     99.83%      0.17%        743,097,768            75.16%             0.01%
   Re-appointment of KPMG Inc. as
   external auditor
   Non-binding Advisory Resolution 1:         46.55%     53.45%        743,079,246            75.16%             0.01%
   Endorsement of the Remuneration
   Policy**
   Non-binding Advisory Resolution 2:         74.26%     25.74%        743,079,246            75.16%             0.01%
   Endorsement of the Remuneration
   Implementation Report**
   
   Special Resolution 1:
   Remuneration of Non-Executive
   Directors for the period 1 January 2024
   to 31 December 2024 (exclusive of value-
   added tax)
   Special Resolution 1.1                     98.11%      1.89%        743,052,509            75.15%             0.01%
   - Board and Board Committees
   Special Resolution 1.2                     98.72%      1.28%        743,052,509            75.15%             0.01%
   - United Kingdom-based non-executive
     directors
   Special Resolution 1.3                     78.35%     21.65%        743,036,599            75.15%             0.01%
   - Australia-based non-executive
      director
   Special Resolution 2:                      99.98%      0.02%        743,021,557            75.15%             0.02%
   General authority to acquire
   (repurchase) shares


*  The total issued share capital of the Company as at the record date of 17 November 2023 was 988,695,949
   ordinary shares, including 84,261,465 Treasury Shares.

** Having engaged extensively with the Company's major shareholders prior to the AGM, the Board is
   cognisant of shareholder concerns in relation to the Remuneration Policy. In the main, these pertain to
   our shareholders belief in the growth potential of the Group which they are of the view should be
   reflected more robustly in the Long-Term Incentive Scheme's targets. We further note that the voting
   protocol of certain shareholders is to link their Remuneration Implementation Report vote to the
   Remuneration Policy vote. Given that a 75% majority of votes was not achieved in respect of Non-binding
   Advisory Resolutions 1 and 2, shareholders are further invited to forward written submissions on the
   Remuneration Policy and Remuneration Implementation Report to the Group Company Secretary by
   email at Governance@woolworths.co.za by the close of business on Friday, 1 December 2023.


Cape Town
22 November 2023

Debt and Equity Sponsor
Investec Bank Limited

Date: 22-11-2023 05:05:00
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