WOOLWORTHS HOLDINGS LIMITED - NOTICE TO SHAREHOLDERS

Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1929/001986/06)
NOTICE TO SHAREHOLDERS

Shareholders are referred to the statement made by Country Road Limited
("Country Road") on 26 April 2001 released to the Australian Stock Exchange
("ASX") which is quoted below.

"In the ASX Announcement dated 15 February 2001, it was stated that Country
Road remained committed to sustaining profitability. Unfortunately, trading
conditions in Australia have not improved from the first half, and trading in
the USA has deteriorated in line with general market conditions and as a
result, sales for the half to date are below last year.

Although management have put in place a range of initiatives to improve this
performance, a loss for the year of A$3m to A$5m is likely to be incurred.
Considerable progress continues to be made in improving our product quality and
design. Our Spring and Summer ranges for 2001 have been well received by our
wholesale customers and orders have achieved budget and are ahead of last year.
The board of directors of Woolworths Holdings Limited does not expect the loss
in Country Road to have a significant effect on the overall financial results
of Woolworths Holding Limited.
Cape Town
26 April 2001
SPONSOR
HSBC Investment Services (Africa) (Pty) Limited