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Results of the 2024 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")
RESULTS OF THE 2024 ANNUAL GENERAL MEETING
Shareholders are advised that at the Annual General Meeting ("AGM") of the Company held today, Monday,
25 November 2024, all the ordinary and special resolutions were passed by the requisite majority votes. The
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
FOR AGAINST
SHARES* SHARES*
Ordinary Resolution 1: 98.61% 1.39% 739,963,340 74.84% 0.01%
Appointment of Chairperson
Clive Thomson
Ordinary Resolution 2:
Election of directors
Ordinary Resolution 2.1 99.98% 0.02% 739,966,754 74.84% 0.01%
- Zaid Manjra
Ordinary Resolution 2.2 100% 0% 739,966,754 74.84% 0.01%
- Itumeleng Kgaboesele
Ordinary Resolution 2.3 99.29% 0.71% 739,966,754 74.84% 0.01%
- Nolulamo Gwagwa
Ordinary Resolution 3:
Election of Audit Committee members
Ordinary Resolution 3.1 88.40% 11.60% 739,966,754 74.84% 0.01%
- Lwazi Bam
Ordinary Resolution 3.2 96.98% 3.02% 739,963,254 74.84% 0.01%
- Christopher Colfer
Ordinary Resolution 3.3 99.31% 0.69% 739,966,754 74.84% 0.01%
- Thembisa Skweyiya
Ordinary Resolution 4: 99.97% 0.03% 739,965,943 74.84% 0.01%
Re-appointment of KPMG Inc. as
external auditor
Non-binding Advisory Resolution 1: 64.79% 35.21% 739,968,783 74.84% 0.01%
Endorsement of the Remuneration
Policy**
Non-binding Advisory Resolution 2: 70.01% 29.99% 739,968,783 74.84% 0.01%
Endorsement of the Remuneration
Implementation Report**
Special Resolution 1: 98.04% 1.96% 739,960,710 74.84% 0.01%
Remuneration of Non-Executive
Directors for the period 1 January 2025
to 31 December 2025 (exclusive of value-
added tax)
Special Resolution 2: 98.81% 1.19% 739,978,216 74.84% 0.01%
Financial assistance to directors and/or
prescribed officers and employee share
scheme beneficiaries
Special Resolution 3: 98.80% 1.20% 739,964,510 74.84% 0.01%
Financial assistance to related or
interrelated companies in terms of
section 45 of the Companies Act
Special Resolution 4: 79.85% 20.15% 739,901,086 74.84% 0.02%
General authority to acquire
(repurchase) shares
* The total issued share capital of the Company as at the record date of 15 November 2024 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 and Implementation Report.
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, 6 December 2024.
Cape Town
25 November 2024
Debt and Equity Sponsor
Investec Bank Limited
Date: 25-11-2024 05:05:00
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