Woolworths Holdings Limited - Sanctioning Of The Scheme Of Arrangement And

Woolworths Holdings Limited - Sanctioning Of The Scheme Of Arrangement And      
Finalisation Announcement                                                       
WOOLWORTHS HOLDINGS LIMITED                                                     
(Incorporated in the Republic of South Africa)                                  
(Registration number 1929/001986/06)                                            
Share code: WHL        ISIN: ZAE000028288                                       
("Woolworths" or "the company")                                                 
SANCTIONING OF THE SCHEME OF ARRANGEMENT AND FINALISATION ANNOUNCEMENT          
1. SANCTIONING OF THE SCHEME OF ARRANGEMENT BY THE HIGH COURT OF SOUTH AFRICA   
Further to the announcement published on the Securities Exchange News Service of
the JSE Securities Exchange South Africa on Friday, 4 March 2005 and in the     
press on Monday, 7 March 2005, Woolworths shareholders are advised that the     
scheme of arrangement in terms of section 311 of the Companies Act, 1973 (Act 61
of 1973), as amended ("the scheme"), proposed by Woolworths, between Woolworths 
and its shareholders (other than E-Com Investments 16 (Proprietary) Limited, a  
wholly-owned subsidiary, and those participants in The Woolworths Holdings Share
Trust ("the WHST") holding shares in Woolworths in terms of the WHST Deed but   
which cannot be freely traded in terms of the WHST Deed, to the extent only of  
such shares), was sanctioned by the High Court of South Africa (Cape of Good    
Hope Provincial Division) on Monday, 14 March 2005. The Order of Court          
sanctioning the scheme will be  lodged with the Registrar of Companies for      
registration.                                                                   
2. SALIENT DATES AND TIMES                                                      
2005                      

     Last day to trade to participate                                           
     in the scheme                                    Wednesday, 16 March       
     Shares will trade ex the obligation                                        
to participate in the scheme from the                                      
     commencement of trade on                         Thursday, 17 March        
     Record date on which shareholders must be                                  
     recorded in the register to be scheme                                      
participants and so become entitled to                                     
     receive the scheme consideration                                           
     ("the record date"), at the close                                          
     of trade on                                       Thursday, 24 March       
Operative date of the scheme                     Tuesday, 29 March         
     If documents of title are received on                                      
     or prior to the record date, the scheme                                    
     consideration will be transferred or posted                                
(as the case may be) and new share                                         
     certificates posted to scheme participants                                 
     holding certificated Woolworths shares                                     
     (failing that, within five business days                                   
of the receipt of the relevant documents                                   
      of title by the transfer secretaries                                      
     of Woolworths)                                   Tuesday, 29 March         
     Safe custody accounts to be updated                                        
in the case of scheme participants                                         
     who have dematerialised their                                              
      Woolworths shares                               Tuesday, 29 March         
Notes                                                                           
1. Shareholders may not dematerialise or rematerialise their Woolworths shares  
from Thursday, 17 March 2005 to Thursday, 24 March 2005, both days inclusive.   
2. Unless otherwise indicated, all times are South African times.               
Cape Town                                                                       
14 March 2005                                                                   
Investment bank and transactional sponsor                                       
Standard Bank                                                                   
Corporate law advisers                                                          
Tabacks                                                                         
Sponsor                                                                         
Rand Merchant Bank (A division of FirstRand Bank Limited)                       
Corporate Finance                                                               
Date: 14/03/2005 05:28:56 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department