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Form of Proxy

WOOLWORTHS HOLDINGS LTD

Notes

No. Proposition For Against Abstain
1

RE-ELECTION OF DIRECTORS: MR CHRISTOPHER COLFER

2

RE-ELECTION OF DIRECTORS: MS BELINDA EARL

3

RE-ELECTION OF DIRECTORS: MS THEMBISA SKWEYIYA

4

ELECTION OF AUDIT COMMITTEE MEMBERS: MR LWAZI BAM

5

ELECTION OF AUDIT COMMITTEE MEMBERS: MR CHRISTOPHER COLFER, SUBJECT TO HIS RE-ELECTION UNDER ORDINARY RESOLUTION 1.1

6

ELECTION OF AUDIT COMMITTEE MEMBERS: ITUMELENG KGABOESELE

7

ELECTION OF AUDIT COMMITTEE MEMBERS: MS THEMBISA SKWEYIYA, SUBJECT TO HER RE-ELECTION UNDER ORDINARY RESOLUTION 1.3

8

ELECTION OF SOCIAL AND ETHICS COMMITTEE MEMBERS: MR ROY BAGATTINI

9

ELECTION OF SOCIAL AND ETHICS COMMITTEE MEMBERS: MS BELINDA EARL, SUBJECT TO HER RE-ELECTION UNDER ORDINARY RESOLUTION 1.2

10

ELECTION OF SOCIAL AND ETHICS COMMITTEE MEMBERS: DR LULU GWAGWA

11

ELECTION OF SOCIAL AND ETHICS COMMITTEE MEMBERS: MR SAM NGUMENI

12

ELECTION OF SOCIAL AND ETHICS COMMITTEE MEMBERS: MS THEMBISA SKWEYIYA, SUBJECT TO HER RE-ELECTION UNDER ORDINARY RESOLUTION 1.3

13

ELECTION OF SOCIAL AND ETHICS COMMITTEE MEMBERS: MR CLIVE THOMSON

14

RE-APPOINTMENT OF KPMG INC. AS THE EXTERNAL AUDITOR

15

NON-BINDING ADVISORY RESOLUTION: APPROVAL OF THE COMPANYS REMUNERATION POLICY

16

NON-BINDING ADVISORY RESOLUTION: APPROVAL OF THE REMUNERATION IMPLEMENTATION REPORT

17

REMUNERATION OF NON-EXECUTIVE DIRECTORS: SOUTH AFRICAN DIRECTORS

18

REMUNERATION OF NON-EXECUTIVE DIRECTORS: AUSTRALIAN DIRECTORS

19

REMUNERATION OF NON-EXECUTIVE DIRECTORS: BRITISH DIRECTORS

20

GENERAL AUTHORITY TO REPURCHASE SHARES