Woolworths Holdings Ltd/South Africa

The Board is committed to stakeholder engagement. The interactions, monitoring, and implementation of stakeholder engagement are the responsibility of respective management teams in the Group. The Social and Ethics Committee annually reviews the Group's self-assessment of stakeholder engagement.

##### WOOLWORTHS HOLDINGS LIMITED

# GOOD BUSINESS JOURNEY REPORT

##### 2024 GRI CONTENT INDEX

###### START

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#### woolworths.co.za

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WHL is a member of the United Nations Global Compact CEO Water Mandate. Through this, we have become a participant in a pilot project for setting context-based targets for water. This pilot project will also assist us in re-framing our water targets into more contextual targets. This will help in not only enhancing the existing water stewardship work we are engaged in but also frame our work within a more holistic view in addressing the unique challenges and needs of those areas in managing water resources. In the last year, together with the NBI, Woolworths hosted the CEO Water Mandate in South Africa to initiate discussions on setting context-based water targets in the countries. Woolworths has formed research-based partnerships with NGOs, WWF-SA, and has been engaging with the national South African Department of Water and Sanitation in water policy. We are a signatory to the We Mean Business Water commitment and are working with the CEO Water Mandate, National Business Initiative, and the Alliance for Water Stewardship to drive water stewardship awareness and work in South Africa. Woolworths is a member of various public policy and trace association groups including, inter alia: Business Unity South Africa, Consumer Goods Council of South Africa. We engage at a public policy level with various government departments (e.g. Department of Water and Sanitation) through our stakeholder engagement directorate.

###### GOVERNANCE AND MANAGEMENT OF OUR GOOD BUSINESS JOURNEY

###### The WHL Board is ultimately responsible for the GBJ. The WHL Board Sustainability Committee and the WHL Board Social and Ethics Committee support the Board in this regard. The Board delegates operational responsibility for the GBJ to the WHL Chief Executive Officer, and the WHL, Woolworths and CRG Executive Committees (Excos). The Group Head of Sustainability, Director of Corporate Affairs, Group People Director, and the Excos are responsible for implementing the GBJ strategy and performance. They are supported by teams across the business who integrate GBJ into day- to-day operations and report twice yearly against sustainability and corporate scorecards on the business's GBJ performance.

Various policies, position statements, and internal reporting systems for data and information collection and reporting are supporting these teams in delivering the GBJ programme across the Group.

DIRECTOR TRAINING ON GBJ-RELATED MATTERS

DURING THE YEAR:

• Internal subject matter experts provided the Board with insights on key sustainability issues affecting the Group and the broader retail industry

• The full Board attended a dedicated climate change training session facilitated by external climate change specialists and academics from the Sustainability Institute and the Climate Risk Lab in the African Climate and Development Initiative based at the University of Cape Town

For more information, refer to the Governance and Management section on our website." [...] "###### STAKEHOLDER GOVERNANCE AND MANAGEMENT

The Board is committed to strong, ethical, and transparent stakeholder engagement. Our management teams are empowered by the Board to ensure that we remain accessible to our stakeholders and that we identify, monitor, and address their needs and concerns, as well as the related material issues, risks, and opportunities.

WHL Board's oversight is managed through the WHL Board's Social and Ethics Committee (SEC), tasked with overseeing the Group's approach to stakeholder management. One of the key focus areas of the SEC is to ensure that the stakeholder management approach is ethical and above reproach and supports the Group's commitment with regard to being a responsible corporate citizen. The Board receives regular reports from stakeholder engagements, with the Social and Ethics Committee conducting annual stakeholder engagement self-assessment reviews.

The WHL Board is ultimately responsible for the GBJ. The WHL Board Sustainability Committee and the WHL Board Social and Ethics Committee support the Board in this regard. The Board delegates operational responsibility for the GBJ to the WHL Chief Executive Officer, and the WHL, Woolworths and CRG Executive Committees (Excos). The Group Head of Sustainability, Director of Corporate Affairs, Group People Director, and the Excos are responsible for implementing the GBJ strategy and performance. They are supported by teams across the business who integrate GBJ into day-to-day operations and report twice yearly against sustainability and corporate scorecards on the business's GBJ performance. [...] WHL Board's oversight is managed through the WHL Board's Social and Ethics Committee (SEC), tasked with overseeing the Group's approach to stakeholder management. One of the key focus areas of the SEC is to ensure that the stakeholder management approach is ethical and above reproach and supports the Group's commitment with regard to being a responsible corporate citizen. The Board receives regular reports from stakeholder engagements, with the Social and Ethics Committee conducting annual stakeholder engagement self-assessment reviews.

###### SOCIAL HEALTH AND ETHICAL SUSTAINABLE PACKAGING ENERGY AND PEOPLE WATER DEVELOPMENT WELLNESS SOURCING FARMING AND WASTE CLIMATE CHANGE

GOVERNANCE AND MANAGEMENT OF OUR GOOD BUSINESS JOURNEY

VISION 2025[+] PILLARS COVERED

The WHL Board is ultimately responsible for the GBJ. The WHL Board Sustainability Committee and the
1 WHL Board
WHL Board Social and Ethics Committee support the Board in this regard. The Board delegates operational responsibility for the GBJ to the WHL Chief Executive BOARD
WHL Board Sustainability Committee
Officer, and the WHL, Woolworths and CRG Executive OVERSIGHT Committees (Excos). 2
The Group Head of Sustainability, Director of Corporate
WHL Board Social and Ethics Committee
Affairs, Group People Director, and the Excos are responsible for implementing the GBJ strategy and performance. They are supported by teams across the business who integrate GBJ into day-to-day operations.
3 Executive Committees (Excos)
They report twice yearly against sustainability and corporate scorecards on the business's GBJ performance. These teams also participate in an internal
MANAGEMENT
Sustainability Steering Committee that meets quarterly Group Head of Sustainability
OVERSIGHT
to share progress updates and GBJ-related trends and
4
content.
Director of Corporate Affairs
There are various policies, position statements, and
and Group People Director
internal reporting systems for data and information collection and reporting that support these teams in delivering the GBJ programme across the Group.

Sustainability, Corporate Affairs, 5
DIRECTOR TRAINING ON and Human Resources teams GBJ-RELATED MATTERS
CO-ORDINATION AND
During the year, internal subject matter experts took IMPLEMENTATION the Board through a textile circularity immersion to gain more insights into the sourcing and manufacturing 6 Scorecards processes of our FBH products. The Board also attended a panel discussion on the role of corporates in driving social justice during our GBJ week.

For more information, refer to the Governance and Management section on our website. 7 Policies and position statements

8 Reporting systems

VISION 2025[+] GOVERNANCE AND MANAGEMENT INCLUSIVE JUSTICE ETHICAL AND FAIR THRIVING AND RESILIENT PILLARS

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###### SOCIAL HEALTH AND ETHICAL SUSTAINABLE PACKAGING ENERGY AND PEOPLE WATER DEVELOPMENT WELLNESS SOURCING FARMING AND WASTE CLIMATE CHANGE

GOVERNANCE AND MANAGEMENT OF OUR GOOD BUSINESS JOURNEY

VISION 2025[+] PILLARS COVERED

The WHL Board is ultimately responsible for the GBJ. The WHL Board Sustainability Committee and the
1 WHL Board
WHL Board Social and Ethics Committee support the Board in this regard. The Board delegates operational responsibility for the GBJ to the WHL Chief Executive BOARD
WHL Board Sustainability Committee
Officer, and the WHL, Woolworths and CRG Executive OVERSIGHT Committees (Excos). 2
The Group Head of Sustainability, Director of Corporate
WHL Board Social and Ethics Committee
Affairs, Group People Director, and the Excos are responsible for implementing the GBJ strategy and performance. They are supported by teams across the business who integrate GBJ into day-to-day operations.
3 Executive Committees (Excos)
They report twice yearly against sustainability and corporate scorecards on the business's GBJ performance. These teams also participate in an internal
MANAGEMENT
Sustainability Steering Committee that meets quarterly Group Head of Sustainability
OVERSIGHT
to share progress updates and GBJ-related trends and
4
content.
Director of Corporate Affairs
There are various policies, position statements, and
and Group People Director
internal reporting systems for data and information collection and reporting that support these teams in delivering the GBJ programme across the Group.

Sustainability, Corporate Affairs, 5
DIRECTOR TRAINING ON and Human Resources teams GBJ-RELATED MATTERS
CO-ORDINATION AND
During the year, internal subject matter experts took IMPLEMENTATION the Board through a textile circularity immersion to gain more insights into the sourcing and manufacturing 6 Scorecards processes of our FBH products. The Board also attended a panel discussion on the role of corporates in driving social justice during our GBJ week.

For more information, refer to the Governance and Management section on our website. 7 Policies and position statements

8 Reporting systems

VISION 2025[+] GOVERNANCE AND MANAGEMENT INCLUSIVE JUSTICE ETHICAL AND FAIR THRIVING AND RESILIENT PILLARS

The Board is committed to strong, ethical, and transparent stakeholder engagement. Our management teams are empowered by the Board to ensure that we remain accessible to our stakeholders, and that we identify, monitor, and address their needs and concerns as well as the related material issues, risks, and opportunities. The Board receives regular reports from these stakeholder engagements, with the Social and Ethics Committee conducting annual stakeholder engagement self-assessment reviews.

We continue to engage with the government entities with regards to the carbon tax either directly or via business forums established to lobby the government on behalf of business. We have also evaluated the legislation to identify the implications for us as a retailer and how to best respond through our efforts on energy efficiency. [...] We engage with the national governments of where we operate, as well as NGOs on how we can work together in promoting greener businesses. We have a dedicated stakeholder relationships manager with a strategy on how to engage with policymakers in this space. As part of our medium to long-term targets, we have made a public commitment to half our energy impact by 2020 and also, source all our energy from renewable sources by 2030. These targets are embedded in our overall climate strategy.

## GOVERNANCE OF SUSTAINABILITY\n\nThe Sustainability Committee (committee), a sub-committee of the Woolworths Holdings Board, ensures that the sustainability strategy positions the Group as a leader in responsible retailing in the countries in which it trades. It further oversees that the sustainability initiatives and objectives are effectively integrated into the business and that the Group operates in an environmentally responsible manner.\n\nThe Group Chairman (an independent non-executive director), Group Chief Executive Officer, and the Woolworths SA Chief Executive Officer are members of the committee, together with three additional independent nonexecutive directors. Simon Susman, the Group's Honorary President, continues to chair this committee for an interim period, given his expertise in this area. Committee members have expertise and experience in a range of corporate sustainability issues. Country Road Group and David Jones Executive Committees and Boards review Good Business Journey progress on a regular basis as well.\n\nDetails of the committee composition and attendance at meetings are included in the Integrated Report, while the committee's terms of reference are available on our website.\n\n**KEY MATTERS DISCUSSED BY THE COMMITTEE DURING**\n**THE YEAR**\n\n- Reviewed the closing out of our 2020 Group sustainability goals and commitments, and oversaw the sustainability strategy refresh to 2025\n\n- Reviewed the Group's sustainable development (Good Business Journey) strategy and performance\n\n- Considered stakeholder feedback on sustainable development\n\n- Monitored progress on the journey towards achieving our zero waste to landfill vision and the significant improvements that had been made in relation to the use of recyclable or reusable product packaging\n\n- Monitored the combined assurance approach to sustainability reporting and approved the appointment of the Good Business Journey Report's external assurance provider and the related assurance scope\n\n- Monitored international developments in climate change and sustainable development\n\n- Monitored the ethical sourcing strategy, including sustainable fibres\n\n- Reviewed and recommended the Sustainability Report (Good Business Journey Report) for 2020 for approval by the Board\n\n- Reviewed and recommended the revised Code of Business Principles for Suppliers for approval by the Board\n\n**FOCUS AREAS FOR 2021**\n\n- Evaluate the effects of climate change and its impacts on our value chain\n\n- Continued focus on packaging and evolution of targets beyond 2020\n\n- Continued focus on water in the value chain and development of a roadmap towards our 2050 target\n\n- Monitor renewable energy sourcing across the Group\n\n- Continue to monitor the ethical sourcing strategy, increasing the product range with sustainability attributes, including sustainable fibres, and expanding our approach to the circular fashion economy\n\nTopics related to people and transformation, employee health and wellness, and social development were discussed by the Social and Ethics Committee during the year. Further information on these topics is provided in the Social and Ethics Committee Report.

OUR GOVERNANCE FRAMEWORK\n\n Our governance framework facilitates collaborative leadership and effective decision-making at the appropriate levels, ensuring that the Board and its committees, Group Exco, and senior management are able to collaborate proactively, consider issues, and take action at the appropriate levels.\n\n|INTERNAL AUDIT|AAuuddiitt NNoommiinnaattiioonnss RReemmuunneerraattiioonn aanndd TTaalleenntt SSuussttaaiinnaabbiilliittyy RRiisskk,, IInnffoorrmmaattiioonn aanndd SSoocciiaall aanndd CCoommmmiitttteeee CCoommmmiitttteeee MMaannaaggeemmeenntt CCoommmmiitttteeee CCoommmmiitttteeee TTeecchhnnoollooggyy CCoommmmiitttteeee EEtthhiiccss CCoommmmiitttteeee|Col3|Col4|\n|---|---|---|---|\n||TTrreeaassuurryy CCoommmmiitttteeee|||\n||Information EXECUTIVE LEADERSHIP: GROUP EXCO MEMBERS Management Committee|||\n|||||\n||SUBSIDIARY MANAGEMENT BOARDS|||\n|||||\n||CRG||WSA|\n|||||\n||Investment sub-Committee||Investment sub-Committee|\n\n...\n\n###### SOCIAL AND ETHICS COMMITTEE\n\n\n###### • Reviewed the Group's talent succession plans, which reflected good female representation across the Group\n\n • Received regular updates on the Group's Social Development initiatives and their impacts\n\n • Reviewed the Group Anti-Bribery and Corruption Policy (for alignment with the OECD recommendations and current legislation), the Group Whistle-blowing Policy, and the approach to ongoing training and employee engagement in relation to both policies\n\n • Reviewed the analysis of the Group's employment and supply chain practices, noting alignment with global principles and best practice\n\n • Reviewed country-specific regulatory requirements in relation to the protection of human rights and, after considering the Group Human Rights Declarations, confirmed that the Group supports the elimination and abolition of all forms of forced, compulsory, and child labour\n\n • Reviewed updates on the goals and action plans in respect of David Jones' and Country Road Group's Modern Slavery Statements to ensure ongoing compliance with the Australian Commonwealth Modern Slavery Act\n\n • Continued to collaborate with the Sustainability Committee on related matters\n\n • Accepted responsibility for the role of Social and Ethics Committees of subsidiary companies\n\n • Considered the results of the committee effectiveness evaluation, which found that the committee is highly effective in fulfilling and delivering value on its mandate\n\n • Reviewed the regulatory Compliance Framework, processes, and updates on regulatory changes in the regions in which the Group operates\n\n • Approved the annual compliance monitoring plans and reviewed the compliance monitoring reports, including details of mandatory compliance training provided \n\n\n###### 2024 FOCUS AREAS\n\n • Monitor performance against the Group's 2025 Transformation vision, including the impact of the Inclusive Justice Initiative and the Group's Social Development initiatives\n\n • Continue to monitor the evolution of the Group's stakeholder engagement strategy and the outcomes of stakeholder engagements \n\n • Continue to monitor the effectiveness of the compliance framework and the approach to regulatory compliance and mandatory compliance training\n\n\n###### MANDATE\n\n Assists the Board in setting the tone for an ethical organisational culture by overseeing the Group's conduct and approach and ensures that the manner in which the business is conducted supports the Group's intent to be a responsible corporate citizen. Carries out the statutory duties in terms of the Companies Act. In addition, oversees that the Group has an effective compliance programme covering compliance risk management, health and safety, and high-risk regulatory compliance areas.\n\n\n###### 2023 GOVERNANCE OUTCOMES\n\n • Considered the corporate targets for the BBBEE scorecard in South Africa for the financial year and received updates on tracking against the scorecard\n\n • Reviewed the framework for the operationalisation of the Inclusive Justice Initiative (IJI) across the Group and received updates on the implementation of the IJI transformation strategy\n\n • Considered the report on the employee Pulse survey conducted across the Group during the year and proposals to enhance corporate culture\n\n • Oversaw the continued evolution of the Group's stakeholder engagement strategy and considered detailed feedback of the stakeholder perception survey in WSA\n\n • Continued to monitor the effectiveness of practices to promote employee mental health and wellness, and assessed the measures taken to protect employees' and customers' health and safety\n\n • Monitored progress on employment equity plans and barriers to achieving equity and disability targets in South Africa, as well as actions to overcome these\n\n\n###### COMMITTEE TERMS OF REFERENCE SOCIAL AND ETHICS COMMITTEE REPORT\n\n...\n\n###### ETHICS GOVERNANCE\n\n As reported in the Governance Report, the Board has adopted a suite of policies to articulate and embed ethical practices across the Group and has delegated responsibility for monitoring and reviewing the policy suite to the relevant Board committees. The policies that fall within the committee's remit relate to ethics governance and good corporate citizenship and cover the areas of anti-bribery and corruption, whistle- blowing, and conflicts of interest.\n\n The committee annually reviews the Group's anti-bribery and corruption policy, which is based on the guidance provided by the Organisation for Economic Co-operation and Development's principles on anti-corruption and the UN Global Compact. The policy articulates the Group's zero- tolerance approach to fraud, theft, corruption or any similar illegal behaviour and embeds the business-relevant anti-bribery and corruption compliance framework and processes in our daily activities. Our policies on such key issues are brought to life through the Group's Governance Academy, which delivers bite-sized snippets of the policy to employees in an interactive and purposeful way.\n\n We remain committed to conducting business transparently and in an honest and ethical manner and to complying with all applicable anti-bribery and corruption laws, regulations, rules, self-regulatory organisation standards, and codes of conduct in the countries in which we operate.\n\n All of the Group's suppliers and service providers, irrespective of location, are bound by our Supplier Codes of Conduct (codes), all of which are aligned with the International Labour Organisation's conventions concerning ethical trade, as well as the Ethical Trading Initiative Base Code. The codes outline our requirements for human rights, labour practices, health and safety standards, environmental stewardship, animal welfare, and our zero tolerance for bribery and corruption. \n\n We monitor our suppliers' performance through various programmes on which they are required to report. Suppliers are being encouraged to sign up for the Supplier Ethical Data Exchange (SEDEX) platform to enhance consistency across the Group. The Group is a member of SEDEX, which is a global platform that helps companies manage ethical supply chain risk and streamline the challenges of engaging with multi-tier supply chains by providing a single platform for ethical audit report storage, enabling performance transparency, greater efficiency, and consistency.\n\n We continue to make progress in converting our supply base to SEDEX Members Ethical Trade Audits (SMETA), SEDEX's ethical audit methodology and one of the most widely used ethical audit formats in the world. SMETA audits suppliers' performance against labour, health and safety, environment, and business ethics.\n\n\n###### PROTECTION FOR WHISTLE-BLOWERS\n\n The Group Whistle-blower policy aims to facilitate and maintain an environment in which any concerns relating to wrongdoing can be safely and confidently expressed without fear of punishment or unfair treatment. To this end, we have an independent and secure reporting channel on which all employees, as well as key customers and suppliers in the South African, rest of Africa, and Australian businesses can report suspected fraud or other activities considered to be ethical transgressions. The committee reviewed the policy during the year and, as the policy remains relevant and fit for purpose, no material changes were made.\n\n In addition, no material reports were received through the independently monitored whistle-blowing hotline during the year.\n\n Awareness and refresher training on the scope and intent of the Group's Whistle-blower policy is provided on an ongoing basis.\n\n BBBEE\n\n The Group was rated as a level 5 BBBEE contributor in 2023 based on the measurement criteria contained in the BBBEE Codes of Practice (level 5 in 2022). The committee will continue to monitor the effectiveness of management's broader approach to inclusive growth and to hold management accountable for the achievement of an elevated result until the set goal has been reached.\n\n COMMITTEE EFFECTIVENESS EVALUATION\n\n An external independent evaluation of the committee's performance was undertaken as part of the 2023 external Board effectiveness evaluation. The outcome of the review was that the committee is highly effective in fulfilling and delivering value on its mandate.\n\n All employees, as well as key customers and suppliers in the South African, rest of Africa and Australian businesses can report suspected wrongdoing on our independent and secure reporting channel.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]We engage with the national governments of where we operate, as well as NGOs on how we can work together in promoting greener businesses. We have a dedicated stakeholder relationships manager with a strategy on how to engage with policymakers in this space.

As part of our medium to long-term targets, we have made a public commitment to half our energy impact by 2020 and also, source all our energy from renewable sources by 2030. These targets are embedded in our overall climate strategy.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]No, and we do not plan to have one in the next two years