WOOLWORTHS - SHARE TRANSFER & REPLACEMENT PROGRAMME

WOOLWORTHS HOLDINGS LIMITED
  (Incorporated in the Republic of South Africa)
  (Registration number 1929/001986/06)
  ("Woolworths" or "the company")

SURRENDER OF SHARE CERTIFICATES IN EXCHANGE FOR A SHARE STATEMENT UNDER THE
SHARE TRANSFER AND REPLACEMENT ("STAR") PROGRAMME

HSBC Investment Services (Africa) (Pty) Limited is authorised to announce that
the directors of Woolworths have considered that it is in the best interests of
the company and its shareholders to implement the STAR programme to facilitate
an orderly transition to Share Transactions Totally Electronic ("STRATE").
ALL EXISTING SHARE CERTIFICATES WILL CEASE TO BE GOOD FOR DELIVERY FOR
TRANSACTIONS ENTERED INTO ON THE JSE SECURITIES EXCHANGE SOUTH AFRICA FROM THE
CLOSE OF BUSINESS ON FRIDAY, 9 MARCH 2001.

Shareholders will be required to surrender their existing share certificates
together with the surrender and share transfer form and, if applicable, the
Private Shareholder Custody Mandate (which will appoint Mercantile Bank Limited
as the Custodian of the surrendered shares) contained in the circular posted to
Woolworths shareholders today.
Cape Town
19 February 2001
Sponsor
  HSBC Investment Services (Africa) (Pty) Limited
  Reg. No. 1984/001736/07
Custodian bank
  Mercantile Bank Limited
  (Registration number 1965/006706/06)
Transfer secretaries
  Mercantile Registrars Limited
  (Registration number 1987/003382/06)