Woolworths Holdings Limited (JSE:WHL)
South Africa flag South Africa · Delayed Price · Currency is ZAR · Price in ZAc
5,108.00
-169.00 (-3.20%)
May 11, 2026, 5:00 PM SAST
← View all transcripts

AGM 2025

Nov 17, 2025

Clive Thomson
Chairman, Woolworths Holdings

I'm pleased to welcome you to the Woolworths Holdings 2025 Annual General Meeting. This is my inaugural AGM as Chairman of the Woolworths Group, a role that I take very seriously, given that Woolies is an iconic company and a world-class brand. A special thank you for joining us today, both here in person and to those joining us virtually. We have once again opted to host this AGM as a hybrid meeting. In line with the hybrid meeting approach, attendees in person will be able to ask questions by first raising their hand, and attendees who have joined online will be able to post their questions. Please bear with us as we navigate these hybrid meeting channels. Turning to the business at hand, I understand that a quorum is present, and accordingly, declare the meeting duly constituted.

Joining me here today on stage are Roy Bagattini, our Group CEO; and Chantel Reddiar, the Group Company Secretary. In addition, welcome to Zaid Manjra, the Group Finance Director, who is present here in the room, and welcome to our remaining directors who are present virtually: Pinky Moholi, our Lead Independent Director; Lwazi Bam, the Chairman of the Audit and Treasury Committees; Chris Colfer, a Non-Executive Director joining us from Australia; we have Rob Collins, the Chairman of the Risk, Information and Technology Committee; Belinda Earle, the Chairman of the Sustainability Committee; Lulu Gwagwa, a Non-Executive Director; Itumeleng Kgaboesele, a Non-Executive Director; Sam Ngumeni, our Food CEO; and Thembisa Skweyiya, the Chairman of the Social and Ethics Committee. We are also pleased to welcome representatives from our Legal Counsel, Webber Wentzel; External Auditors, KPMG Inc; and our designated Lead Audit Partner, Mr. Edward Belstead.

Before we commence with the formal business of the meeting, I outline how the meeting will proceed in the hybrid environment. We will open the floor to questions at the start of proceedings. This is your opportunity to raise any questions you may have on any of the resolutions which will be tabled today, or any general questions that relate to our group or its performance for the year under review. For attendees in the room, please raise your hand, and a microphone will be brought to you so that you may ask your question. Please wait for the microphone before asking your question in order for our online attendees to be able to hear that question. Online attendees can also post questions online, and Chantel will read those out during our question- and- answer session, and we'll respond to those.

When all questions have been answered, I will then proceed with tabling of the resolutions that are the subject of this meeting. Please ensure that you ask any questions you may have before we proceed to the voting section of today's meeting. Shareholders will be able to vote on any of the resolutions at any time and do not have to wait for each resolution to be tabled. Voting will close after all resolutions have been tabled. I will advise you just before the voting closes. I will then announce the voting results, and the meeting will close. Turning to the voting process, I consider it appropriate and therefore direct that voting on all the resolutions will be by means of a poll. I nominate our Transfer Secretaries, Computershare, and their representatives to act as scrutineer. Chantel will now explain how to participate and vote.

Chantel Reddiar
Group Company Secretary, Woolworths Holdings

Thank you, Chairman. Good morning and a warm welcome to all. For our online attendees, you can use the message tab on your screen to post a question. This functionality is now live, so you're welcome to start posting any questions that you may have already. Now onto the voting mechanisms itself. If you have registered as a shareholder online, you will be able to see a voting tab on the top left corner of your screen. To vote, simply select your voting direction from the options shown on screen. A confirmation message will appear to indicate that your vote has been received. You are still able to change your vote if necessary before voting closes. To do so, simply go back to the relevant resolution and select your revised vote.

If at any time you have any difficulty, you are able to get assistance by selecting your preferred method of contact at the bottom of the screen. For shareholders who are attending in person, please follow the instructions that you were given at registration in relation to all aspects of the voting. If you require assistance, please raise your device at any time, and one of our team members at the back of the room will come forward to help you and assist. That concludes the briefing on voting, Chairman, so I hand it back to you.

Clive Thomson
Chairman, Woolworths Holdings

Thank you, Chantel. As a reminder to shareholders, the total percentage of exercisable votes represented by those present or by proxy at this meeting must be exercised in favor of the resolutions in order for these to be passed or endorsed, or as follows. For ordinary resolutions one to four to be passed, a majority of 50% plus one vote is required. For non-binding advisory resolutions one and two, they must be endorsed by at least 75% of the votes exercised. We have had extensive engagements with shareholders, and if these resolutions do not achieve the required support, we will extend a further invitation to shareholders to engage with us, as is required under the JSE Listings requirements and the King Code. For special resolutions one to four to be passed, 75% or more is required. We shall now proceed with the meeting.

The Notice of AGM, notice convening this AGM, as well as the summarized group results for the year, were made available on the company's website and distributed to shareholders within the prescribed timelines. Consequently, the requisite notice required in terms of the Companies Act and the company's MOI has been given. Does anyone object to the notice of meeting being taken as read?

Chantel Reddiar
Group Company Secretary, Woolworths Holdings

We can proceed.

Clive Thomson
Chairman, Woolworths Holdings

Thank you. You will be familiar with the resolutions being tabled before you today and the activities of the group for the year under review. These are described in our Notice of AGM, and you may have read through our detailed Integrated Annual Report. We will take questions from both the online platform and from attendees in the auditorium in no particular order. We will then close the Q&A session and proceed to voting. Chantel, I see there is a question already posted online, so let's start with that question.

Chantel Reddiar
Group Company Secretary, Woolworths Holdings

Thank you, Chair. The question is posted by Bradley September and reads as follows: Your recent trading update showed quite a meaningful improvement in trading momentum in your apparel businesses. How much of this is attributable to better macros?

Clive Thomson
Chairman, Woolworths Holdings

Roy, perhaps you can answer that.

Roy Bagattini
Group CEO, Woolworths Holdings

Yes, no, with pleasure. Thank you. No, we were very pleased about putting out some of those trading numbers last week. Certainly since then, we've been engaging fairly extensively with shareholders and investors. Specifically to the question, certainly the macroeconomic environment for us is showing marginal improvement. We're seeing that, frankly, both here and in Australia. The improved top-line performance that we're seeing across those businesses, in fact, is coming more from the various investments we've been making and the interventions that we've been taking to really restore those businesses' performances. If you take a specific look at FBH, you'll recall that we have significantly invested in something called value chain transformation. That project was a project with a whole suite of different technology investments, which really is the back-end capability of the FBH business, which we've now concluded, essentially.

It is really those investments that are helping us drive better inventory management. You'll recall one of our biggest challenges historically has always been getting the right product into the right stores in the right sizes and quantities when the customer wants it. We've now really fundamentally begun to address that with these technology investments. That is really what you're seeing now reflect and support a lot of the top-line growth. Not only top-line growth, but also market share gains, certainly over the last several months, almost the better part of a year now. In CRG specifically, we've also concluded a significant transformation of that business in record time.

Literally, in the space of seven months, we transformed that business following the sale of David Jones and the sort of what we call the unravelling of the CRG shared service center that was sort of what was sort of tethering us to David Jones. We have separated those businesses, and post that, we have basically gone through this transformation, partly to take out a lot of the dyssynergies that came with that separation, but also to essentially focus on the brands, resetting the brands. We have also got new leadership in place. The combination of all of these factors together with a slightly more sort of improving top macro has obviously helped what we are seeing in CRG. We think CRG is a great business. We really see a little bit of that momentum returning, and you have seen that reflected in the results we put out last week.

Yes, I mean, the external environment is a little bit more favorable, but the main driver of the top-line performance you're seeing is a consequence, an outcome of the various interventions we as management have taken.

Clive Thomson
Chairman, Woolworths Holdings

Thank you very much, Roy. Find yourself and question. Thank you.

Kwanele Ngogela
Senior Inequality Analyst, Just Share

Thank you very much, Chair, for the opportunity. I am Kwanele Ngogela from Just Share. Chair, before asking our questions, we should acknowledge, or first of all, congratulations for the year that passed. We are deeply indebted to the Company Secretary's office, Chantel, the Group Sustainability's office, Feroz, the Office of Melanie, but also the Lead DEI's office, Nom. I hope that we're not so harsh on them. We appreciate their patience with us. They've engaged us extensively on these questions, so thank you for that. Our question to the Chair relating to the Woolies Dash . We understand that the Dash drivers are engaged as independent contractors and therefore do not enjoy standard employee protections.

Could the Board clarify how it exercised oversight over the working condition of Dash drivers who are contracted through third-party service providers, and to what extent the Woolies Code of Business Principles applies to these arrangements in practice? Secondly, can you confirm that Dash drivers receive protective uniforms at no cost, and all Dash drivers are insured for third-party claims and damage to their property, with additional support and financial assistance provided in the event of an accident? In addition, could the Board disclose how many accidents involving Dash drivers were recorded in the last financial year? The last part of the question, Chair, is that at the 2024 AGM, the company stated that approximately 70% of the Dash drivers are foreign nationals and 30% are South Africans, and that this ratio is broadly in line with industry peers.

What specific measures are there in place to recruit, train, and retain more South African drivers over time? That's my first question. May I move on to the next, or should I just?

Clive Thomson
Chairman, Woolworths Holdings

I think let's pause because there's quite a lot in that question. Thank you very much for that. Roy, maybe I could hand over to you to talk through some of the detail.

Roy Bagattini
Group CEO, Woolworths Holdings

Sure. Yeah, I tried to make some notes of some of the questions as you were going through them, so if I miss one or two, please come back. Yeah, I mean, obviously online is an increasingly important channel for us. A lot of our customers are looking for the convenience of shopping online. They still come into our stores, but they look for online more out of convenience. We support that through three different ways. One is the Dash offer, which is really within a sort of around an hour or so, so on demand, so to speak. We have a sort of a full delivery, which happens within the same day or the next day. In some stores, we even have click and collect, where you can order online and just go to the store and pick it up.

There are three different ways of supporting the online customer, but Dash is the significantly biggest one, and it is the on-demand component within the one-hour process. Now, our approach to Dash is a little different, and on-demand service is a little different to that in the rest of the industry. What is also very important for us, given our sort of obsessiveness, I guess, around quality, is that our cold chain is not broken throughout this process. We have constructs and mechanisms in place to ensure that the Dash drivers themselves also have on their bikes a cooler that basically retains the cold chain all the way through to the customer. Clearly, when a customer buys something online, they are expecting to see it arrive at their house in the same way that it would have had they bought it in the store.

We often use the example of ice cream. If you buy an ice cream in the store, you don't want it to arrive at your house like a milkshake. You want it as an ice cream, basically, at the end of the day. We are different in that respect. You also bear in mind that a lot of what we sell as a business is mainly fresh produce. Many of our competitors sell what we call long life or pantry groceries. There is a difference in that particular mix. More specifically to your questions around the approach we take and the role of drivers in all of this, we do sort of use a third-party OneCart for most of our Dash drivers, contracting most of our Dash drivers.

We have one or two other smaller sort of suppliers that bring drivers through, certainly at certain times when it is peak moments. Our approach is entirely different. We plan the deliveries. You will know that when you go online and try and shop with Woolies, you get allocated a delivery slot. That allows us to plan in a very predictable way the delivery schedule for the day. A driver, a Dash driver, would know when he comes to work that day or when she comes to work that day how many deliveries they have got scheduled for the day. By doing that, we avoid a massive scramble and sometimes quite reckless behavior that takes place because everyone is trying to get the delivery because they get paid by delivery.

Our drivers know that they'll come to work and they'll have six or seven or eight deliveries for that particular day. They'll know when they're going to happen. That's how we sort of manage that. That's very different to the way the rest of the industry works. Our drivers get paid above industry base rates. What's also quite interesting is that every order comes with a tip as well. 93% of our orders, in fact, that go out attract a tip. Our drivers, also based on the way they show up and the way they service customers, sort of acknowledge that through a particular process as well, which is quite encouraging. They are all covered with third-party insurance. In fact, there are other benefits that they can opt into as well.

We certainly issue them with all of their safety equipment, helmets, protective gear for when they're driving, certainly for when the weather's inclement. They have the equipment that we provide them too. Their bikes are regularly checked for roadworthiness, etc. There is quite a big focus on the total package relative to the drivers. The OneCart in particular, they have dedicated resources that specifically oversee these issues for us. We know it's important. Our values as a company, obviously very relevant to us as a business, but they extend into our supplier base. They extend into the value chain as well. Our concern for well-being, whether it's in a supplier in a clothing business or in a food on a farm or in a food manufacturing facility, the same applies to Dash and Dash drivers. We have the same orientation around that.

We have required from OneCart to have dedicated resources taking care of the well-being of the fleet of drivers that we have with them. Quite a lot that we do in that space, it's something that we monitor, is a growing part of our business. It is very important that we grow this responsibly, very important from that perspective. I think to your question on foreign nationals and locals, a significant proportion of our Dash drivers are, in fact, foreign nationals, somewhere between 65%-70%, with the balance being locals. Obviously, anyone that comes into the system needs to be held legitimately, legally, and they need to have documentation and driver's licenses and the training and the ability to perform their duties. We provide that training to everyone equally.

Yeah, this part of this sort of new little industry that's mushrooming, this concept of on-demand service has, in fact, been disproportionately sort of populated by foreign nationals. We provide equal opportunity, obviously, to everyone in the system, and we bring everyone along with us. We don't certainly discriminate against one group or any other group, but just the way it's sort of turned out is that you're finding this sort of mix. There is ongoing sort of recruitment process. There's obviously a little bit of churn, natural sort of turnover. To the extent that locals come into the process, we would clearly recruit them. The vast majority now is really foreign nationals. I think I've more or less covered most of those questions you answered, but I'm happy if I've missed one to maybe come back on it. Thank you for those questions.

Otherwise, please go ahead with the balance of your questions.

Kwanele Ngogela
Senior Inequality Analyst, Just Share

No, thank you very much. They are covered in most parts, except for the number of reported accidents.

Roy Bagattini
Group CEO, Woolworths Holdings

Yeah, I mean, let me come on that. I mean, there's naturally, I mean, it's a higher risk sort of mode of transport, and there's always various incidents that occur, whether it's someone bumping into one of our Dash drivers, whether it's someone that our Dash drivers bump into themselves. The good thing about our process that I've mentioned earlier on, the driver knows that they have a number of deliveries. They are not racing there and racing back to try and get something, which creates more of a problem. I would hazard a guess that our level of incidence is much lower per driver than anyone else in the industry. We have had, unfortunately, not in this last year, but in the couple of months in the preceding year, we have had three fatalities amongst our driver fleet.

One, actually, whilst not at work, and then two others whilst at work, accidents that have happened. Clearly, again, given our approach, our values as an organization, we've come in and supported to the fullest extent possible, family, etc., etc., in those unfortunate incidences.

Kwanele Ngogela
Senior Inequality Analyst, Just Share

No, thank you very much. If I may proceed, Chair, to my next question. As I've explained before, that we've engaged extensively on the issues of employment equity with various teams. Chair, on employment equity, particularly, oh, what I want to highlight from these discussions, Chair, are related to what we wanted to do was to understand the specific internal constraints and the reported scarcity of EE candidates in the core business areas. We understand that the DQ enablement program has driven a meaningful shift at senior management level, where many of your transformation challenges have historically been concentrated. However, at senior management, female representations of HDSAs, historically disadvantaged individuals, have remained stalled at around 20% or 20% since 2020. So female representation of historically disadvantaged individuals, women particularly, have stalled at 20% since 2020. There has been no movement.

Could the Board explain why progress has plateaued for such extended period? Those will be my questions. My colleagues will follow up on a question relating to living wage and other questions that will be done.

Clive Thomson
Chairman, Woolworths Holdings

Thank you. Roy, do you want to comment on the employment equity? Sorry?

Roy Bagattini
Group CEO, Woolworths Holdings

Was Thembisa going to comment on that?

Clive Thomson
Chairman, Woolworths Holdings

Thembisa. Yes. I think what we'll do is get our Chair of our Social and Ethics Committee to make an initial comment on that. If I see you want to add anything further, you can do so afterwards. Thembisa, over to you.

Thembisa Skweyiya
Chairman of the Social and Ethics Committee, Woolworths Holdings

Thank you, Chair. Thank you, Kwanele. Thank you for always keeping us on our toes with the respective questions and for really engaging the team extensively. I know just as early as last Thursday, the team did meet to trial some of your concerns or deeper questions. You raise an important question. If I'm to repeat the question that you're asking, is that really why has female representation plateaued at 20%? Related thereto is really why we are not seeing representation, I assume you are referring to African as well, in the core areas. Can you just confirm that those are the two elements that are of keen interest for you? Thanks, Kwanele. Referring to female representation, as you are aware, we currently are sitting at around 6% of female representation within the group, which is marginally ahead of our competitors.

If I am just to give you some stats in that regard, if you look at our top management, we have it with respect to female, we have it at around 30%. Whereas if you look at some of our competitors, both in the food space and in the apparel space, they are sitting around the 20s. If you look at it from their senior management as well as middle management perspective, there are areas where obviously our competitors have tipped the balance, and we are more or less at 45%, and they range from 30%-46%. Again, with middle management, representation is around 56%, and our competitors are coming in just under. Obviously, this is an area where we are really committed to the empowerment of women, and it forms a key part of the agenda in the organisation. It's a key focus area.

You're awfully aware that 61% of our training expenditure has been allocated to the female employee. We have conveyed to the market as well as to ourselves that we have achieved 64% in the UN Empowerment Principles Assessment, supporting the 50% benchmark, surpassing the 50% benchmark by 14%. Having that being said, we know that we can do better. Part of the challenge is the challenge of many workforces out there. This is also partly answering the question with regards to why there is lack of African representation in core areas, is that the reality is that we also have some geographic limitations. Being based in Cape Town does hinder our ability to attract key African women as well as African talent. Like other companies, we are subject to some vacancy freezes as well as external poaching.

In addition, what we have focused on in the past year is really coming together with a more localized office policy where we have introduced allowing certain roles to operate outside of the Western Cape. This approach sort of broadens our access, and hopefully, you'll start to see some better numbers coming through as a result. What we've also instituted is aligning EE progress to IMP and STI goals. As you are aware, we have introduced the policy of 70% opportunity utilization principles. So where, for example, there are promotions and hires, we have implemented a policy, a target of having 70% of those for African talent. Overall, we have 58.48% of our hires which are meeting that target. For promotions, it's at 57.58%. We continually are pushing ourselves. You're right, we can definitely do better.

At the end of the day, we also have to be optimists and not cynics. As you are aware from how we operate and our product, Woolies always is about the Woolies difference. We try to inculcate the same culture within our EE policies when it comes to women empowerment as well as African talent. Thank you for your question, Kwanele.

Clive Thomson
Chairman, Woolworths Holdings

Thank you very much, Thembisa. Can I suggest at this stage, Kwanele, we'll come back to you if you have any further questions, just to balance the level of participation between our in-person groupings and online? I'd just like to maybe move to a question which has been posted online. Chantel, if you can pick up on that one.

Chantel Reddiar
Group Company Secretary, Woolworths Holdings

Sure, Chair. There are a number online, and I'll pose the first one in the order that those questions were asked, Chair. The first question online comes from Mashluli Mncube on behalf of ESG Insight SA, which is on behalf of various pension fund shareholders. They pose the following question. It relates to sustainability governance and board competence transparency. WHL report highlights a lack of transparency about the depth of sustainability skills at board level. Will WHL commit to publishing a detailed sustainability competence matrix that outlines director expertise in climate risk, human rights due diligence, biodiversity, and ethical trade, and to aligning these skills with the oversight responsibilities of the Sustainability Committee? That's the end of that question, Chair.

Clive Thomson
Chairman, Woolworths Holdings

Thank you, Chantel. Maybe I'll take that as Chair of our Nominations Committee. It's a very good question. Of course, one of the things that one always tries to do is balance the skills and composition of the Board as a whole. In respect of a company like Woolworths, one's trying to balance a combination of retail skills, financial skills, strategic skills. In the current environment, there's also pressure on having adequate IT data insights, artificial intelligence kind of technology skills represented on the Board, given the way our business model is evolving. Rightly so, the question points out, what about sustainability skills on the Board? That's also an increasingly important part to provide the right level of governance oversight from a board level.

What I thought I would do is just give you a little bit of insight into some of the sustainability skills that some of our existing directors actually have, which will probably give some insight into that question. If I kick off with Belinda Earl, she is our Sustainability Committee Chair. She has been active on and for a period chaired at the Institute of Positive Fashion, which supports the British Fashion Council in its strategy to enable the fashion industry to reduce climate and societal impacts in line with UN goals. Rob Collins, who's Chairman of our Risk Committee and also represented on our Sustainability Committee, has a deep understanding of the U.K. food sector, particularly in terms of sustainable farming practices. He has also worked with the Commission on the Future of Farming in the U.K.

We also have Lwazi Bam, who is Chairman of our Audit Committee, but he served on the Presidential Climate Finance Task Team, which was established to support negotiations relating to the funding of the government's ambitions for a just transition to a low carbon economy and climate resilient society in South Africa. Finally, Simon Susman, who is a previous CEO and Chair of this company, is still represented on our Sustainability Committee. Back in 2007, Simon initiated our Good Business Journey, which was well ahead of time. If you think that dates back almost 20 years, driving Woolworths to be a leader in sustainability practices. He comes with deep passion, but also expertise in sustainability, diversity, and social development, and is represented to this day on the group's Sustainability Committee.

I do feel that we have a lot of people that are very passionate about sustainability and also have high levels of expertise in that that provide perspectives both at our Sustainability Committee and at the Board level. We also, from time to time, bring in very specific experts from the outside, consultants and experts that have really deep expertise in specific aspects of sustainability where we need those inputs into our various committees or even at board level. That supplements the competence that we carry at our directors. Hopefully that answers that question, Chantel.

Chantel Reddiar
Group Company Secretary, Woolworths Holdings

Thank you, Chair. Shall I move to?

Clive Thomson
Chairman, Woolworths Holdings

Maybe one more online question, and then I'll move back to the auditorium?

Chantel Reddiar
Group Company Secretary, Woolworths Holdings

Thank you, Chair. In order of postings, the second question online was also by Mashluli Ncube, ESG Insight SA. He's headed his question, transformation ESD and gender targets. Chair, we may have covered some of this question in Thembisa's response, but the question reads as follows. While the company has shown progress on ESD and employment equity, there are still gaps at both executive and at board level, especially in gender and racial representation. What firm targets has WHL adopted for FY 2025 to FY 2027 to accelerate transformation, and how are these embedded into executive KPIs and board oversight? That ends that question, Chair.

Clive Thomson
Chairman, Woolworths Holdings

Great. Thank you. I'll maybe start off just by responding to our gender balance at a board level, and then I'll hand over to Thembisa if she wants to make any supplementary comments. Roy can also talk about how he's integrating it into our incentive programs at a group level. At a board level, we have a board where we are very cognizant when board members retire of replacing those board members with people that bring appropriate skills to the Board, but that also gets us to meeting both our race and gender targets. We disclose in our Integrated Annual Report that we have a target to have a minimum of 40% female representation at the Board level, as well as 40% Black director representation, although we have an aspirational target to get to 50%.

Of course, one is always trying to balance those gender and race targets against the broader range of skills that one needs on the Board, aligned with the question that was asked previously around sustainability skills. In relation to that, we are present at 58% representation of Black members on our board, which is obviously above our minimum targets. We are at 36% of female representation, which falls slightly short of our 40% target. Just to let you know what we've done this year, we had two vacancies open up because we had two directors retire, being Hubert Brody and David Neil. They were both white males. We replaced those two directors with two new directors, being Lulu Gwagwa as a Black female and Itumeleng Kgaboesele as a Black male. That enhanced both our Black director profile as well as our gender profile.

We're comfortable that where we had two openings this year, we moved in the right direction to move towards our targets. In relation to the broader executive level, Thembisa, do you have anything else you wish to add to your response to the previous question?

Thembisa Skweyiya
Chairman of the Social and Ethics Committee, Woolworths Holdings

No, Clive. I don't have anything further to add. Maybe just one point, and that relates to us really diligently tracking the right people that are about to retire and what are the opportunities that present themselves to move people up accordingly. That's the only thing that I would add. Thank you, Clive.

Clive Thomson
Chairman, Woolworths Holdings

Thank you, Thembisa. Maybe, Roy, there was a question about how we align people in the organisation, I think, behind these initiatives.

Roy Bagattini
Group CEO, Woolworths Holdings

Yeah, I mean, I think just quite generally, we are very committed to transformation in the company. Everything we do has a lens of transformation that is then considered. Whilst obviously having incentives, etc., also help the general orientation, value-centric approach, and what we're trying to accomplish as a company and what we feel we can stand for within the context of the country, I think is a big driver for why we do what we do. Having said that, we also have very specific annual sort of incentive targets, short-term incentive targets for all of our key executives with regards to the appointment of both African Black as well as women in various capacities in the organisation. There is a component of compensation that is linked to rewarding and incentivising.

As I said, more importantly, the general orientation of the company is one of a very strong and deep commitment to being a bit of a beacon for transformation in the country.

Clive Thomson
Chairman, Woolworths Holdings

Thank you, Roy. Should I move now maybe to any of the internal questions in the atrium? Yes.

Aphinda Jabe
Trainee Researcher, Just Share

Morning, Chair. My name is Aphinda, and I'm from Just Share. My question relates to your living wage. At the last AGM, Just Share asked what the next steps would be now that Woolworths has met its midterm Just Wage initiative targets. We have noted the introduction of the new health insurance benefit for store and distribution centre employees, a development we welcome, and we are equally excited to hear about what is next under the initiative. My question is, in relation to the ethical and fair pillar of Vision 2025, one of the stated goals was to develop a roadmap by 2022 for achieving a living wage for all workers across the supply chain. Could you provide an update on the implementation phase of this commitment and also clarify what Woolworths considers to constitute a living wage? Thank you.

Clive Thomson
Chairman, Woolworths Holdings

Thank you very much for that question, which is a very important one. Maybe I'll kick off with a couple of introductory comments, and then I'll ask our CEO just to comment on some of the future aspects. As you rightly point out, this is a journey, and Woolworths has embarked upon it over many years. One of the things we did three years ago was our Just Wage initiative, which you alluded to. Just for the benefit of everybody else in the room, this was an initiative to substantially increase the basic minimum wages within our frontline employees within Woolworths. We allocated around ZAR 120 million to do that over a period of three years, and that was completed last year. That was a very important first step in the process.

The second point you did allude to was the medical benefits, which we provided. Again, people may be interested, our broader shareholder base, to understand that we introduced medical benefit cover for around 24,000 people in the organization. That was effective on the 1st of July this year. It's, as far as we're aware, an industry first across the retail sector in South Africa and has been transformational to the lives of a number of the employees, or 24,000 employees within our organization. We previously had risk-benefit cover in place for these employees that did provide an element of life and disability cover together with funeral cover, but that has been expanded now to include medical cover. That went live on the 1st of July this year, and as I say, has really gone a significant way to improving the quality of lives of our employees.

I think what's sort of behind your question is that's great in terms of what you've achieved today, and how do you think about this going forward, and what more may be in the pipeline to continue on your journey? Maybe, Roy, I could hand over to you to talk a little bit about that.

Roy Bagattini
Group CEO, Woolworths Holdings

Yeah, and also potentially the value chain, which I think is what you're referring to, is what do you do beyond Woolies as well. The definition of a just wage. Firstly, I mean, for us, we have a minimum wage in the country, which is a legislative number, an hourly rate for entry-level sort of work people across the economy, I guess. Clearly, for us, a minimum wage isn't a living wage. It barely sort of gets you out of bed in the morning sort of thing. We realize that. Also, a living wage is not a just wage. Our sort of philosophical approach here is to really provide access to certainly our people, for a start, to a better quality of life. Being able to make choices about certain things every day.

You can't do that if you're on a minimum or on a pure living wage. The concept of a just wage was something that was conceived within the organization in conjunction with many debates and discussions with our employees. We've, as Clive has pointed out, over the last several years, invested quite significantly in increasing the baseline level of earnings for our frontline employees, our employees in our stores and DCs, etc. To the extent now that we are about 50% above minimum wage in the country, and certainly north of 20% above the industry average. Fairly significant from that perspective. Whilst on the one hand, if you're a shareholder, you may be concerned that the cost of wages is going up, the reality is the benefits significantly out exceed the cost that we're talking about.

You know that if you go into a Woolies store today, one of the most pleasing things you walk away with, apart from the great quality products and so on, is the warmth and the smiles you get from our people. On average, yes, we might have one or two outliers from time to time, but on average, the quality and the calibre of people we have in our Woolies store speaks for itself and provides a significant difference to us, a competitive advantage, which we think the investment that we've made, although it's morally the right thing to do anyway, but it actually has business benefit as well, significant business benefit. We will continue to march up that number over coming years because we still think we're not quite where we want.

We've introduced medical and health benefits, as well as a number of other related benefits to our frontline employees, which has been very important. This is more in pursuit of what we're calling a just life. Going beyond just wage to something called a just life, and really affording employees that work with us in Woolworths the opportunity to have access to a just life. There are many more aspects to this. The tricky question comes of what that's great within Woolworths, and your employees are doing better than most, but what about those that work within your broader ecosystem? They are not necessarily where you are. Obviously, it's very difficult for us to sort of insist that our suppliers automatically just increase their wages to the Woolies wage. We are working with all of our suppliers to go on this journey.

We've had some success, and we continue to have success. The critical thing is when we appoint a supplier, this is not done very lightly. There's a stringent process we go through to ensure that the supplier is consistent with our values as an organization and our approach to worker well-being. The broader concept of welfare is important here, not just wage. Clearly, they need to be paying certainly above regulated numbers, but importantly, things like safety, health, and general well-being for employees within our value chain is also an important factor. It's something we're engaged with all the time. We also go in, we independently verify and audit these things, but it's a key topic of conversation in any negotiation we have with our suppliers, is what are you doing on that side, and something that we continue to train as a business.

Clive Thomson
Chairman, Woolworths Holdings

Thank you, Roy. Let's take one more question from the atrium, and then we'll move back online. Thank you.

Déna Jansen
Trainee Researcher, Just Share

Thank you, Chair. Good morning. My name is Déna Jansen , and I'm also with Just Share. I have two governance-related questions. They're short, so I'd just like to check if I can ask them in one go. Thank you. First, given Woolworths' vision to be one of the world's most responsible retailers, could the Remuneration and Talent Management Committee clarify the decision-making behind the weighting reduction from 20% to 15% for the ESG LTI measure, and how this trade-off is reconciled with embedding the good business journey in how management is rewarded? That's the first.

Could the Nominations Committee clarify the specific terms of reference, defined role, voting rights, if any, and remuneration associated with the position of honorary president, especially given, as you reminded us, that he's also on the Sustainability Committee, to ensure that this governance arrangement aligns fully with the principles of transparency and accountability required for boards under the King Code? Thank you.

Clive Thomson
Chairman, Woolworths Holdings

Great. Thank you for those two questions. The first was around, you quite correctly point out, in terms of our long-term incentive, our overall ESG weighting reduced from 20% to 15%. This was in discussion with a number of our shareholders who felt not didn't want us to downweight ESG, but wanted us to upweight our return on capital employed metric as we move into a heavy investment cycle in the group. They want to ensure that management was incentivised to ensure that we get appropriate return on the capital investments of ZAR 10 billion approximately that we're investing over the next three years, including on our DC expansion project in Midrand and our value chain transformation initiatives. That said, we did not actually remove incentivisation around ESG.

What we did is we shifted some of the components from our long-term incentive scheme to our short-term incentive scheme. Particularly, that was around employment equity, where previously we had put that as a single metric linked to our BEE scorecard into our long-term incentive. Now what we have done is we have introduced a compulsory measure around employment equity into our short-term incentive scheme, which we actually believe is better because it directly incentivizes individuals at a personal level on achieving various EE metrics that are specifically under their control within their department. For example, if somebody is coming up for retirement and they are the head of a department, they are specifically incentivized to make sure that we advance the EE objectives within that department, and it is directly linked to their own short-term incentive. In a way, we do not see it as any de-emphasis around ESG.

We've just shifted the emphasis around from our LTI into our STI, which we actually feel makes people more directly accountable for achieving some of those objectives. Roy, anything you want to add?

Roy Bagattini
Group CEO, Woolworths Holdings

No, I think you covered it really well Clive. Thanks.

Clive Thomson
Chairman, Woolworths Holdings

Okay. Sorry, I'll come back to you. Just let me answer the second question.

Chantel Reddiar
Group Company Secretary, Woolworths Holdings

On the fee chair, Simon does not get any additional fee for the role of honorary president. What he does get is the fee that is applicable to any Sustainability Committee member. That disclosure is both in the Integrated Annual Report as well as the AFS chair. Only the Sutainability Committee fee.

Clive Thomson
Chairman, Woolworths Holdings

No fee because of the honorary role, only for the work that he does for the company, which is only on the Sustainability Committee. Thank you. All right, let's take one last internal atrium question. Yes, thank you.

Good morning. Ian Burkock, individual shareholder. In the Integrated Annual Report, you disclose food, number of food stores 669, fashion, beauty, and home 292. The food jumped a couple of years ago when you acquired Absolute Pets. You also have Woolworths Ventures, which you're gradually, I assume, rolling out stores. Now we have those are completely different formats to what your traditional stores were. Whereas a couple of years ago, perhaps to just have that split was appropriate, could you not disclose in line with the majority of your competitors much more detail around the number of stores in your different formats, the openings, closings, refurbishments, commitments that you have? If you look at, as I say, if you look at your various competitors, you'll find lots of them have a lot of detail about their different formats and the scale of the operations in those number of stores. It would be helpful to know that in Woolworths.

Thank you very much. Roy?

Roy Bagattini
Group CEO, Woolworths Holdings

I think the disclosure around what we have is certainly something we can improve on. I do think there's a level of competitive information that we're reluctant to disclose in terms of where we think we're going to go as far as, but certainly in terms of where we are and how that's sort of constituted, we can absolutely look at how we can break that out a little bit further. You're absolutely right. Space is something we sort of go for, but spaces could be a range of different things. You rightfully point out that a lot of future space growth, particularly in foods, is coming from the ventures component, smaller formats, many more smaller stores in the space of WCellar.

Certainly, as far as pets go, that continues to sort of race forward as far as new stores opening is concerned, as well as the cafes and the coffee cart areas, which are also considered sort of outlets for us. We can certainly look at how we break it up a little bit more, particularly on a backward-looking basis. On a go forward basis, as I say, we'd be a little bit more sensitive to what we lay out there. We continue to sort of grow space both in terms of our FBH business, fashion, beauty, and home business, as well as our foods, given just what I've just sort of mentioned. We look to do that roughly at around a 3% rate going forward. Our approach to space growth and store growth is very targeted, very specific.

We are a particular brand that operates in certain distribution areas. We're not on a land grab. We're not trying to open as many stores as we possibly can. We are very targeted, and we also understand the impact of every store we open on other stores around it, which is also a big consideration for us. Point taken. Thank you for raising it.

Clive Thomson
Chairman, Woolworths Holdings

Thank you. I think Chantel, let's move to the next online question.

Chantel Reddiar
Group Company Secretary, Woolworths Holdings

Thank you, Chair. In order of posting again, the next question is also from Mashluli Ncube, ESG Insight South Africa on behalf of various pension fund shareholders. His question is headed remuneration policy shareholder dissent. Chair, I'm going to read the question as it is, notwithstanding the percentages being quoted here are a little different from what our percentages were. The FY 2024 Remuneration Policy and Implementation Report received only 76.2% and 75.1% support respectively, below the King Code 75% benchmark. What specific engagement actions has the Board taken with dissenting shareholders, and what changes are to be made to the 2025 remuneration framework to address these concerns? That's the end of that question, Chair.

Clive Thomson
Chairman, Woolworths Holdings

Right. Let me take that. It's a very good question. It's something we constantly focus on. We have engaged with all of our major shareholders during the course of this year to understand the concerns of those that did vote against our remuneration policy and/or Remuneration Implementation Report last year. If I have to summarise, I would say there were two broad areas of concern, mainly related to our long-term incentive plans. I think given shareholders' perspectives on the very attractive growth prospects for this group, there was a feeling that the earnings targets that we had as part of our long-term incentives were not sufficiently stretching. That was the first concern. The second concern is they also felt the importance of return on capital employed is very important to drive incremental shareholder value creation.

They felt that they would like to see more stretching targets in respect of our ROCE or return on capital employed metrics. As a Remuneration Committee, we did debate both of those. In fact, in the current financial year, you will see disclosed in our remuneration report for this year, we have upped our adjusted HEPS growth targets. Last year, they were CPI plus one at threshold, CPI plus three at target, and CPI plus six at stretch. We increased those at target level to CPI plus four and CPI plus ten at stretch. In order to hit those targets over the next three years, you would have a stretch target, you would have to grow at inflation plus real growth of 10% per annum for three years. We believe that that is a sufficiently stretching objective for management to achieve.

That was the change made on earnings targets. Then in respect of return on capital employed, one of the challenges we face at the moment, as what I alluded to previously, is that we are going into a heavy capital investment cycle, approximately ZAR 10 billion over the next three years. Because, for example, an expansion of our DC distribution centre is creating capacity for the next 10 years, you do not immediately on year one get the benefit of that capital investment. You spend the money on day one, but you only fill that capacity over the next 15 years. Sometimes you end up with a short-term dilution of return on capital employed, but you only get that back as you start to fill that capacity in the next 10 to 15 years.

Notwithstanding that we, despite our internal metrics showing some pressure on return on capital employed in the short term, we kept our return on capital employed target at our weighted average cost of capital plus 7%. Just to give you a perspective of what that means, we came in at a 16.4% return on capital this year. In order to hit our WACC plus 7% target in three years' time in 2028, we would have to come in at 19.4%. A 3 percentage point increase in our return on capital investment target over the next three years. Again, we felt that was a sufficiently stretching metric for management. At the same time, we did increase the weighting, which comes back to the previous question, on our return on capital employed metric from 40% to 45% in the LTI weighting.

We've placed actually increasing emphasis on that target. Hopefully that indicates how we've responded to shareholder concerns in relation to our LTI metrics. I think there's a follow-on question there as well, Chantel.

Chantel Reddiar
Group Company Secretary, Woolworths Holdings

Chair, happy to do that question next. Also from Mashluli Ncube. The heading is executive pay versus shareholder returns. While the group achieved 80.7% vesting of its LTI plan, TSR performance has been mixed and materially below retail peers in certain segments. What mechanisms has the Board put in place to ensure that executive remuneration more directly reflects long-term value creation and shareholder returns, especially in underperforming segments like David Jones?

Clive Thomson
Chairman, Woolworths Holdings

Okay. Just two corrections to that question. There's a reference to achieving 80.7% vesting of the LTI plan. That's not, in fact, correct. In the current financial year, there was a 55% vesting of the LTIs that were issued in 2022 that vested in 2025. What that really means is that 45% of the shares that were allocated to executives in terms of our long-term incentive plan in 2022 were forfeited when we measured the vesting in 2025. We feel that actually does indicate a level of performance-related pay because they did not achieve 100% vesting in relation to that award. That's basically because despite parts of the business like food performing extremely well in the current financial year, we had an underperformance in our Country Road Group in Australia, which offset that.

I think that answers the first question in relation to the vesting of the LTI plans. The next part of the question says, how does our remuneration directly reflect long-term value creation and shareholder returns in underperforming segments like David Jones? Just a correction there. David Jones was a subsidiary of the group, was disposed of three years ago now. That was because it was an underperforming part of the group, and we took the required action, which was approved by the Board and executed by our CEO and his team. We still have a subsidiary in Australia in the Country Road Group. The question is correct in that Country Road Group underperformed, in fact, made a small loss in the current financial year. There are very targeted actions to turn that business around.

We have appointed a new Chief Executive Officer who started at the end of June this year. We have got a number of very specific strategies in relation to each of the different brands that make up the Country Road Group. We have also reduced the Country Road Group bonus pool from what is normally set at 100% to 25% in recognition of the lower performance. Only if they materially exceed the stretch budgets that we have given to them in the current financial year will they be able to earn bonuses in excess of that 25% bonus pool. We believe that we have undertaken various steps to ensure that we have a rapid return to appropriate levels of profitability within that business. Roy, anything you want to add to that?

Roy Bagattini
Group CEO, Woolworths Holdings

No, I think that's right . Thanks.

Clive Thomson
Chairman, Woolworths Holdings

Thank you. Then we have one more question, I think, online, Chantel.

Chantel Reddiar
Group Company Secretary, Woolworths Holdings

Thank you, Chair. My apologies for the mispronunciation of the surname if I do not get it right, but it is from Mosele Mile. He is from Aeon Investment Management. He poses two questions, Chair, so I will ask the first part and then perhaps the second part, albeit they both relate to Woolies Dash. Question one. My question is with regards to Dash drivers. Could the company please elaborate on the measures being taken to address poor driver behavior? Furthermore, will Woolies disclose any incidents of injuries or fatalities as this remains a social concern?

Roy Bagattini
Group CEO, Woolworths Holdings

Yes, no, I mean, thanks for the question. I think we've covered a little bit of this in one of the earlier questions. To be very specific, I mean, we've had around 30 incidences over the course of the last 12 months. No fatalities, which is obviously really positive. Each one of these incidences is fully investigated by OneCart, the supplier, our partner in this process. Clearly, if there's driver culpability, there's a remediator sort of process that gets put in place, behavior change, etc. That generally converts into a positive outcome. If not, then a different decision is made around the driver. There are very diligent sort of processes around ensuring we certainly de-risk what is typically a fairly high-risk environment, as I've mentioned earlier on.

We also mentioned that OneCart have a dedicated resource that oversees driver sort of wellness and well-being and these various aspects around ensuring drivers are appropriately equipped for what it is they're doing. Working really closely with our partner in that space.

Clive Thomson
Chairman, Woolworths Holdings

Thank you, Chair. The second question, and perhaps for Roy to continue, is following up on the Woolies Dash expansion of the 22,000 job creation in South Africa. Could you please update us on the progress made in improving South African representation within the driver workforce?

Roy Bagattini
Group CEO, Woolworths Holdings

Yes, again, I mean, I think I mentioned that about 65%-70% of the drivers in the Dash workforce are foreign nationals. Obviously, as a company, we sort of support including everyone that's here legally, whether they're nationals or foreign nationals. Clearly, to the extent that we can support locals gaining further employment, we do. In fact, OneCart have a what we call a proof of concept process underway to specifically try and drive up the component or the share of locals versus foreign nationals in the process. We have a proof of concept around seven different drivers that is currently underway that we hope will maybe support that and actually begin to shift the mix. The reality is that is what it is. It's probably no different to what you'd find across this sector within the industry.

Clive Thomson
Chairman, Woolworths Holdings

Thank you, Roy. Does that finish off all our online questions, Chantel?

Chantel Reddiar
Group Company Secretary, Woolworths Holdings

That's right, Chair. There are no other questions online.

Clive Thomson
Chairman, Woolworths Holdings

Okay. Are there any further questions in the atrium from anybody? Great. There being no further questions, I'll close the question- and- answer section of the meeting and proceed with the items on the meeting agenda. Item one on the agenda is to present the audited financial statements, the audited annual financial statements of the company and the group for the financial year ended 29 June 2025, including the requisite statutory reports were made available on the WHL website, in addition to being made available for inspection at the group's registered address. A summarised form of the audited annual financial statements was posted and distributed electronically to shareholders together with the notice convening this AGM. The company received an unqualified external auditor report for the year.

Moving on to the Social and Ethics Committee report, which is agenda item two, the report on matters within the Social and Ethics Committee's mandate, as well as highlights and activities undertaken during the year, is included in the group's 2025 Good Business Journey report and is published as a joint report, which includes the report of the Sustainability Committee. This report was made available on the company's website. Thembisa Skweyiya, the chair of the Social and Ethics Committee, will now provide you with an overview of the committee's highlights from the past year and areas of emphasis in FY 2026.

Thembisa Skweyiya
Chairman of the Social and Ethics Committee, Woolworths Holdings

Good morning. Good morning, ladies and gentlemen. I am delighted this year to take you through some of the key highlights and initiatives that we dealt with as a Social and Ethics Committee. Whilst I can only touch on some of the key initiatives today, you can find much more detail about the committee's activities during FY 2025 in the group's 2025 Integrated Annual and Good Business Journey reports, which are available on the WHL website. An absolute highlight for all of us during the year relates to another milestone on our Just Wage journey. This year, in an effort to further improve the quality of life for our frontline employees, Woolworths South Africa launched health insurance benefits for all permanent store and supply chain employees. Our employee wellness offering now integrates affordable healthcare as well as death, disability, and funeral benefits in a more accessible way.

To the best of our knowledge, Woolies is the first retailer in South Africa to implement a health coverage initiative of this magnitude. The positive impact it has had on our people has been life-changing in many instances, and we are so pleased to have overseen the conceptualization. During the year, we also launched the Inclusive Justice Institute, which aims to support MSMEs and community impact programs promoting social justice in a meaningful way. The group made a ZAR 200 million contribution to support the growth of qualifying Black-owned at the time of the launch. In addition to the Woolworths investment, the Land and Agricultural Development Bank of South Africa has committed ZAR 100 million. This funding will target emerging farmers, particularly those from previously disadvantaged backgrounds. Last year, I reported that women empowerment and gender equality was a priority for the group.

I'm pleased to report that our ambition to achieve a status in the UN Women Empowerment Principles Gender Gap Analysis was achieved in 2025. With this, we are well positioned in our trajectory toward achieving leader status. Alongside our gender equity and women's advancement, we implemented the second round of our Young Entrepreneur Program, Youth Makers. The program is aimed at uplifting small youth-owned businesses and improving the socioeconomic reality for the youth in our communities. The group has also progressed from foundational to full membership of the Ethical Trade Initiative. This underscores our commitment to fair labor practices that safeguard human rights and protect workers in our supply chain from exploitation and abuse.

Looking forward, the committee will continue to fulfill its statutory mandate while focusing on a number of key areas, including monitoring progress against the inclusive justice goals outlined in the refreshed GBJ, focusing on people, social development, health, and wellness to ensure the initiatives have a positive impact, and evaluating the quality and effectiveness of engagements to strengthen brand reputation and support long-term sustainable business growth. Thank you, Clive. That concludes my report.

Clive Thomson
Chairman, Woolworths Holdings

Thank you very much for that overview of the Social and Ethics Committee's activities, Thembisa. I have just noted before we move on to the actual voting, there was one final question which has come through online, which we will take because I think it is pertinent to one of the resolutions to be voted on. Chantel, can you just highlight that question?

Chantel Reddiar
Group Company Secretary, Woolworths Holdings

Thank you, Chair. The question is from Bradley September, and the question reads as follows. You've announced another buyback program. What is the size of the program, and how should we think about the outlook for net debt in the context of that and your heavy CapEx profile?

Roy Bagattini
Group CEO, Woolworths Holdings

Yes, I mean, I guess, Clive, you'd like me to pick up on the question. You're good. I mean, you'd recall that we've bought back shares to the tune of just under ZAR 4 billion over the last couple of years. We haven't been specific about the size of this particular program, but what I can say, it's probably the most compelling investment we see at this stage, particularly given where the share price is at and also the outlook for our EBITDA performance, specifically underpinned by the investments we've been making across the business. We see those particularly transforming our apparel business's performances. From that perspective, I think it makes it very compelling. To your question on debt, we certainly don't expect debt levels to increase as a result specifically of the buyback.

In fact, we see debt levels coming down through the course of this year. A couple of things going on there. We obviously are going to be delivering a stronger EBITDA performance for the full year. We are releasing a lot of working capital during the course of this year. You will have noticed the levels of inventory coming into the year. We're working through that, so we should see a benefit coming back from that. I mean, we are sort of coming to the end of the peak of our CapEx investment program that we announced a couple of years ago. CapEx will be slightly lower than perhaps what it was last year. Net debt will actually come down from here.

Our share buyback program specifically is mainly being funded from the proceeds we received from the sale of the Burke Street property in Melbourne, funds that we are repatriating back to South Africa. Very positive from that perspective, which I think ultimately is a sound capital allocation decision. Of course, we are continuing to sustain our dividend payout ratio, which is the highest in the sector. That is good news. Overall, therefore, I think there are some really important capital allocation decisions that we've made over the last couple of years, ultimately in support of what I think are great returns for our shareholders.

Clive Thomson
Chairman, Woolworths Holdings

Thank you, Roy. Right, let's now move to each of the resolutions. Our first three ordinary resolutions pertain to the re-election or election of directors to the Board and/or relevant committees. Biographical details of each of these directors are set out in annexure B to the notice of AGM. Ordinary resolutions numbers 1.1, 1.2, and 1.3 relate to the re-election of Christopher Colfer, Belinda Earl, and Thembisa Skweyiya. All three directors are eligible and available for re-election. The nominations committee has considered the re-election of each of these directors, and the board recommends that they be re-elected. I now propose that Christopher Colfer, Belinda Earl, and Thembisa Skweyiya be re-elected each by way of a separate resolution. Please, would you vote on these resolutions now? Thank you. We are now going to move to resolution number two.

Ordinary resolution numbers 2.1, 2.2, 2.3, and 2.4 relate to the election of audit committee members. The independent non-executive directors being proposed for election to the audit committee are suitably qualified, experienced, and are eligible and offer themselves for election. I therefore propose that the following directors be elected each by way of separate resolution as members of the audit committee: Lwazi Bam, Christopher Colfer, and that's subject to his re-election under ordinary resolution 1.1; Itumeleng Kgaboesele, and Thembisa Skweyiya, again subject to her re-election under ordinary resolution 1.3. Please, would you vote on these resolutions now? Thank you. We are now going to move to resolution number three. Ordinary resolutions number 3.1, 3.2, 3.3, 3.4, 3.5, and 3.6 all relate to the election of social and ethics committee members following the requirements of the Companies Amendment Act published last year.

The directors proposed for election to the Social and Ethics Committee are suitably qualified, experienced, and eligible, and offer themselves for election. I therefore propose that the following directors be elected each by way of a separate resolution as members of the Social and Ethics Committee: Roy Bagattini, Belinda Earl, subject to her re-election under ordinary resolution 1.2; Dr. Lulu Gwagwa, Sam Ngumeni, Thembisa Skweyiya, subject to her re-election under ordinary resolution 1.3; and myself, Clive Thompson. Please, would you vote on these resolutions now? Thank you. We are now going to move to resolution number four. This resolution relates to the reappointment of the company's auditors in terms of the Companies Act. I now propose that KPMG Inc. and the designated audit partner, which is currently Mr. Edward Belstead, be reappointed as external auditor of the company until the conclusion of the 2026 AGM.

Please, would you vote on this resolution now? Thank you. We are now going to move to the non-binding advisory votes. Non-binding advisory resolution number one deals with the remuneration policy as set out in the 2025 integrated report. We have continued to engage with our shareholders as part of our annual governance roadshow, and where we believe appropriate, have incorporated amendments to our remuneration policy. These amendments are detailed in our remuneration report. I now propose that the company's remuneration policy be endorsed by way of a non-binding advisory vote, and I would ask that you please vote on this resolution now. Thank you. We are now going to move to non-binding advisory resolution number two. This resolution deals with the Remuneration Implementation Report as set out in the 2025 Integrated Annual Report.

I now propose that the company's Remuneration Implementation Report be endorsed by way of a non-binding advisory vote, and please, would you vote on this resolution now? Thank you. We are now going to move to the special resolutions. Special resolution number one, as set out in the notice, deals with the proposed non-executive director fees to be paid for the 2026 calendar year. I now propose that these fees be approved, and please, would you vote on this resolution now? Thank you. We are now going to move to special resolution number two. Special resolution number two deals with the granting of a general authority for the company and/or its subsidiaries to acquire the company's shares on terms and conditions that the directors deem fit, but subject to applicable provisions of the JSE Listings requirements and also the requirements of the Companies Act.

I propose that special resolution number two be approved and request that you please vote on this resolution now. Thank you very much for your voting. As this brings us to the conclusion of the tabling of the resolutions, I will now close the voting. The votes are being tallied and will be displayed on screen shortly. That was very quick. I declare that all the ordinary resolutions and special resolutions have been passed by the requisite majority. Non-binding resolutions one and two, which relate to the remuneration policy and the Remuneration Implementation Report, have not been endorsed by at least 75% of our shareholders. We have engaged extensively with the company shareholders prior to this AGM, and the Board is cognizant of shareholder views in relation to both the remuneration policy and the implementation report.

In the main, these pertain to our shareholders' continued belief in the growth potential of the group, which they are of the view should be reflected more robustly in our long-term incentive targets. We do invite shareholders who wish to comment to forward their written submissions by the close of business on Friday, the 28th of November 2025. Shareholders should indicate in their submission whether they wish to participate in a follow-up engagement with the company. Further details will be provided in the AGM results announcement to be published on SENS later today. This brings me to the end of proceedings. I thank you all for your attendance today, both in terms of your time, questions, and participation in the voting, both in respect of our in-person attendees in this room, but also in respect of our online attendees.

Before I close this AGM, I would like to pay tribute to one of our valued members on the Board. As has been communicated to shareholders, Pinky Moholi, our highly experienced Lead Independent Director, will be stepping down from the Board following the conclusion of this AGM. Pinky has served the Board with absolute distinction since her appointment in July of 2014. In addition to contributing her broad experience as a director over the past 11 years, Pinky has been a most valued sounding board to me personally since I stepped into the chair role last year. We say farewell to Pinky with immense gratitude for her contributions to the Board and subcommittees over the years. On behalf of the Board and management, we extend our deepest thanks and appreciation to you, Pinky, and wish you well in all of your future endeavors.

In closing, and on behalf of the Board, I would also like to express our thanks to all of our people across the group. Their dedication and hard work throughout the year is highly valued. I'm also deeply grateful to our entire board, Roy, and the executive leadership team for their steadfast support and efforts throughout the year. On behalf of the Board, thank you to everyone who has attended once again, and I declare the meeting closed. Thank you very much.

Powered by