analysis of shareholders
Dear Shareholder
The annual general meeting of Woolworths Holdings Limited will be held at 09h00 in the Auditorium, 1st Floor, Woolworths House, 93 Longmarket Street, Cape Town, 8001, on 20 November 2008. This letter explains the business to be conducted at the meeting.
The annual report for the year ended 30 June 2008 is available on the website at www.woolworthsholdings.co.za.
explanatory notes on resolutions
Resolution 1: Ordinary resolution – Confirmation of the annual financial statements
Receive and consider for confirmation the annual financial statements of the company and the group for the financial year ended 30 June 2008. This is ordinary business and there are no special items to bring to the attention of shareholders.
Resolutions 2.1 to 2.15: Ordinary resolutions – Increase to the remuneration for the non-executive directors
Approve the non-executive directors’ fees for the financial year commencing 1 July 2008.
Resolutions 3.1 to 3.4: Ordinary resolutions – Re-election of directors
In terms of the articles of association, one-third of the directors retire each year. The directors who retire are directors who are due to retire by rotation. In line with this requirement, Buddy Hawton, Simon Susman, Nigel Colne and Sindi Zilwa retire and offer themselves for re-election.
A brief curriculum vitae of each director seeking re-election may be found in the notice of the annual general meeting.
Resolution 4: Ordinary resolution – General authority to make payments to shareholders
Authorise the company as a general authority to make payments to its shareholders from the company’s share capital and/or share premium, from time to time, in terms of section 90 of the Companies Act, (No. 61 of 1973), as amended and in terms of the JSE Limited (“JSE”) Listings Requirements.
Resolution 5: Special resolution – General authority to repurchase shares
Approving a general authority allowing the company and/or its subsidiaries to repurchase the company’s shares during the course of the year.
Resolution 6: Ordinary resolution – Authority to sign all documents required
Authorise the directors and Group secretary to implement ordinary resolution number 4 and the special resolution.
Additional information required by the JSE Listings Requirements applying to ordinary resolution number 4 and the special resolution.
Statement of directors
The directors undertake that they will not effect a general repurchase of shares and/or make a general payment as contemplated in ordinary resolution number 4 unless the following can be met:
| a) | the company and the group will be able to repay their debts in the ordinary course of business for a period of 12 months after a general repurchase of shares and/or a general payment to shareholders; |
| b) | the assets of the company and the group, being fairly valued in accordance with International Financial Reporting Standards, will be in excess of the liabilities of the company and the group for a period of 12 months after a general repurchase of shares and/or a general payment to shareholders; |
| c) | the share capital and reserves of the company and the group will be adequate for ordinary business purposes for a period of 12 months after a general repurchase of shares and/or a general payment to shareholders; |
| d) | the available working capital of the company and the group will be adequate for ordinary business purposes for a period of 12 months after a general repurchase of shares and/or a general payment to shareholders; and |
| e) | before entering the market to proceed with a general repurchase, or prior to implementing a general payment to shareholders, the company’s sponsor has confirmed the adequacy of the company’s and the group’s working capital in writing to the JSE. |
Section 11.26 of the JSE Listings Requirements requires the following disclosures, which are provided elsewhere in the annual report as set out below:
- Directors
- Major shareholders of the company
- Directors’ interests in shares
- Share capital of the company
Litigation statement
In terms of section 11.26 of the JSE Listings Requirements, the directors, whose names are given here of which this notice forms part, are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 months, a material effect on the group’s financial position.
Directors’ responsibility statement
The directors, whose names are given here, collectively and individually accept full responsibility for the accuracy of the information pertaining to the abovementioned resolutions and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that the abovementioned resolutions contain all information required by law and the JSE Listings Requirements.
Material change
Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the audit report and the date of this notice.
Attendance at annual general meeting
I encourage you to attend and vote your shares at the annual general meeting. If you are unable to attend, I urge you to complete the proxy form in accordance with the instructions set out in the notice of the annual general meeting.
Buddy Hawton
Chairman
30 September 2008