WHL - Woolworths - Shareholders Approve Woolworths` Black Economic

WHL - Woolworths - Shareholders Approve Woolworths` Black Economic              
                   Empowerment Transaction                                      
Woolworths Holdings Limited                                                     
(Incorporated in the Republic of South Africa)                                  
Registration number: 1929/001986/06                                             
ISIN: ZAE000063863                                                              
JSE Code: WHL                                                                   
("Woolworths" or "the Company")                                                 
SHAREHOLDERS APPROVE WOOLWORTHS` BLACK ECONOMIC EMPOWERMENT TRANSACTION         
At the general meeting of the ordinary shareholders of Woolworths               
("shareholders") held today, Tuesday 12 June 2007, the requisite majority       
of shareholders approved all resolutions proposed at the meeting in             
relation to the Black Economic Empowerment transaction, which provides          
eligible Woolworths employees an approximate 10% shareholding. The              
resolutions approved included, inter alia:                                      
-    special resolutions to amend the authorised share capital of the           
    Company and amend the Articles of Association of the Company to create      
    the convertible, redeemable, non-cumulative participating preference        
    shares (ESOS shares); and                                                   
-    ordinary resolutions to approve the Woolworths Employee Share              
    Ownership Trust deed and place the ESOS shares under the control of         
    the directors.                                                              
The implementation of the BEE transaction is subject to the fulfillment of      
the following remaining conditions precedent:                                   
-    the registration of the special resolutions by the Registrar of            
    Companies; and                                                              
-    the Master of the High court of South Africa issuing letters of            
authority to the first trustees.                                            
Cape Town                                                                       
12 June 2007                                                                    
Sponsor                                                                         
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Date: 12/06/2007 12:06:07 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department.