shareholder information

notice of annual general meeting

Notice is hereby given that the 2006 annual general meeting of shareholders of the company will be held at 09h00 in the Auditorium, 1st Floor, Woolworths House, 93 Longmarket Street, Cape Town, 8001, on 15 November 2006 for the following purposes:
 
1.
Ordinary resolution number 1 - Consideration of the annual financial statements
To receive and consider, for confirmation, the annual financial statements and group annual financial statements for the year ended 30 June 2006.
   
2.
Ordinary resolution number 2 - Increase to the remuneration for the non-executive directors
To approve the remuneration to be paid to non-executive directors for the year commencing 1 July 2006, details of which are as follows:
2.1  Chairman of the company – R500 000
2.2 United Kingdom based director – £30 000
2.3 South African based director – R102 000
2.4 Chairman of the audit committee – R112 000
2.5 Member of audit committee – R62 500
2.6 Chairman of remuneration committee – R90 000
2.7 Member of the remuneration committee – R45 000
2.8 Chairman of the risk committee – R79 000
2.9  Member of the risk committee – R39 500
2.10 Chairman of the transformation committee – R79 000 
2.11 Member of the transformation committee – R39 500 
2.12 Member of the nominations committee – R10 500 
2.13 Chairman of sustainability committee – R13 000 
2.14  Member of sustainability committee – R6 500
   
3.
Ordinary resolution number 3 - Re-election of directors
To elect directors in place of those retiring in accordance with the provisions of the company’s articles of association.
Mr Peter Bacon, Ms Mair Barnes, Mr Brian Frost and Ms Zyda Rylands retire in accordance with the articles of association. All retiring directors offer themselves for re-election.
3.1 To elect Peter Bacon who retires in accordance with the articles of association and being eligible, offers himself for re-election.
Brief curriculum vitae
Age: 60
Educational qualifications: Fellow of the Hotel and Catering Management Association Current directorships: Sun International Casinos (UK) Limited (Chairman), Regal Tours and Cruises (Proprietary) Limited and National Sea Rescue Institute.
Peter worked for Sun International for 33 years before retiring in June 2006. He was the Chief executive for the past 13 years with responsibility for Sun International's Southern African operations. Peter was appointed to the board of Woolworths in August 2006.
3.2 To elect Mair Barnes who retires in accordance with the articles of association and being eligible, offers herself for re-election.
Brief curriculum vitae
Age: 61
Educational qualifications: BA (Hons)
Current directorships include: Gant Company AB
Mair has international retail experience and was the managing director of Woolworths p.l.c and the Chairman of an international optical retailing group, operating across Europe. Her past non-executive directorships include Scottish Power p.l.c, Abbey National p.l.c and George Wimpey p.l.c amongst others. She joined the board as a non-executive director in 2000.
3.3  To elect Brian Frost who retires in accordance with the articles of association and being eligible, offers himself for re-election.
Brief curriculum vitae
Age: 62
Educational qualifications: BCom (Hons), Advanced Management Programme (Harvard) 
Current directorships include: Bowler Metcalf Brian joined Woolworths in 1981 and was appointed as a director in 1986. He was responsible for certain business areas, including food, franchise and store operations prior to being appointed joint managing director in 1996. He became a non-executive director in 2000.
3.4 To elect Zyda Rylands who retires in accordance with the articles of association and being eligible, offers herself for re-election.
Brief curriculum vitae
Age: 41
Educational qualifications: CA (SA).
Current directorships: Woolworths (Proprietary) Limited, ilitye Financial Services (Proprietary) Limited, Open Society Foundation of South Africa and Nguye Investments (Proprietary) Limited. Zyda became the People director of Woolworths (Proprietary) Limited in 2005, after being involved in our finance and selling teams since 1996. Given her significant contribution to the group, she was appointed to the board in August 2006.
   
4.
Ordinary resolution number 4 – General authority to make payments to shareholders
Resolved as an ordinary resolution that the company be and is hereby granted a general authority authorising the directors of the company to make payments to its shareholders from time to time in terms of Section 90 of the Companies Act, (61 of 1973), as amended (“the Companies Act”), and in terms of the Listings Requirements of the JSE Limited ("JSE") in such amount and in such form as the directors may in their discretion from time to time determine, provided that: 
4.1 such general authority shall be valid only until the next annual general meeting of the company or the expiry of a period of 15 months from the date of this resolution, whichever occurs first; 
4.2 such payment may not, in the aggregate, exceed 20% (twenty percent) of the company's issued share capital, including reserves, but excluding minority interests and revaluations of assets and intangible assets that are not supported by a valuation of an independent professional expert acceptable to the JSE prepared within the last six months, in any one financial year, measured as at the beginning of such financial year; and
4.3 such payments shall be made pro rata to all shareholders.
The directors of the company may utilise this authority in terms of ordinary resolution number 4 in order to make payments to shareholders if and when deemed appropriate.
Announcements will be published on SENS and in the press setting out the financial effects of the general payment prior to such payment being effected and complying with Schedule 24 of the JSE Listings Requirements.
5.
Special resolution number 5 – General authority to repurchase shares
Resolved as a special resolution that the company be and is hereby granted a general authority authorising the acquisition by the company of shares issued by the company, on such terms and conditions as the directors may deem fit, and in terms of Sections 85 and 89 of the Companies Act, the company’s articles of association and the JSE Listings Requirements; provided that:
i. such acquisitions shall be implemented through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counter party, reported trades being prohibited;
  ii. such general authority shall be valid only until the next annual general meeting of the company or the expiry of a period of 15 months from the date of this resolution, whichever occurs first;
  iii. such acquisitions may not be made at a price greater than 10% (ten percent) above the weighted average of the market value for the shares on the JSE for the five business days immediately preceding the date on which the transaction for the acquisition is effected;
  iv. when the company has cumulatively repurchased 3% (three percent) of the initial number (the number of that class of shares in issue at the time that general authority from shareholders is granted) of the relevant class of shares, and for each 3% (three percent) in aggregate of the initial number of that class acquired thereafter, a press announcement must be made giving the details required in terms of the Listings Requirements of the JSE in respect of such acquisitions;
v. no repurchases of shares shall be effected during a prohibited period as contemplated in the Listings Requirements of the JSE;
vi. after such repurchase, the company will still comply with the JSE Listings Requirements concerning shareholder spread requirements; 
vii. the company only appoints one agent to effect any repurchase(s) on its behalf; 
viii. the aggregate of such acquisitions may not, in any one financial year, exceed 20% (twenty percent) of the company’s issued share capital of that class in any one financial year; and 
ix. the aggregate of such acquisitions held by subsidiaries of the company may not exceed 10% (ten percent) of the company's issued share capital at any one time.
The directors may utilise this authority in terms of special resolution number 5 to repurchase shares issued by the company if and when deemed appropriate.
The reason for and effect of the above resolution:
The reason for and effect of ordinary resolution number 4, if passed, and becoming effective, is to provide a general authority in terms of section 90 of the Companies Act and the JSE Listings Requirements, to allow the company to make cash payments to shareholders if and when deemed appropriate by the board.
The reason for and effect of special resolution number 5, if passed, and becoming effective, is to provide a general approval in terms of Sections 85 and 89 of the Companies Act and the JSE Listings Requirements for the acquisition by the company of shares issued by the company.
6.
Ordinary resolution number 6 – Authority to sign all documents required
Resolved as an ordinary resolution that the directors be and they are hereby authorised and empowered to do all such things and sign all such documents and procure the doing of all such things and the signature of all such documents as may be necessary or incidental to give effect to approvals granted in terms of ordinary resolution number 4 and special resolution number 5 to be proposed at the annual general meeting at which this resolution will be proposed.

voting
Any member who holds certificated ordinary shares in the company or who holds dematerialised ordinary shares in the company through a Central Securities Depository Participant (CSDP) and who has selected “own name” registration, may attend, speak and vote at the annual general meeting or may appoint any other person or persons (none of whom need be a member) as a proxy or proxies, to attend, speak and vote at the annual general meeting in such member’s stead. A proxy form is enclosed for use by members holding certificated ordinary shares in the company or by members holding dematerialised ordinary shares in the company through a CSDP and who have selected “own name” registration. Such proxy form, duly completed, must be forwarded to reach the transfer secretaries of the company, Computershare Investor Services 2004 (Pty) Limited, 70 Marshall Street, Johannesburg, 2001 or be posted to them at PO Box 61051, Marshalltown, 2107 at least 48 hours (excluding Saturdays, Sundays and public holidays) before the time fixed for the annual general meeting.
On a show of hands, every member of the company present in person or represented by proxy shall have one vote only. On a poll, every member of the company shall have one vote for every share held in the company by such member.
Any member who holds dematerialised ordinary shares in the company and has not selected “own name” registration, should contact his/her CSDP or broker in the manner and time stipulated in their agreement:
  • to furnish him/her with such member’s voting instruction; and
  • in the event that such member wishes to attend the annual general meeting, to obtain the necessary authority to do so.
 
By order of the board of directors
 
CL Lowe
Group secretary
Cape Town
30 September 2006
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