WHL - Woolworths - Fulfilment of conditions precedent regarding the

WHL - Woolworths - Fulfilment of conditions precedent regarding the             
acquisition by ABSA Group Limited                                               
Woolworths Holdings Limited                                                     
(Incorporated in the Republic of South Africa)                                  
Registration number: 1929/001986/06                                             
Share code: WHL     ISIN: ZAE000063863                                          
("Woolworths")                                                                  
FULFILMENT OF CONDITIONS PRECEDENT REGARDING THE ACQUISITION BY ABSA GROUP      
LIMITED OF 50% PLUS ONE SHARE OF WOOLWORTHS FINANCIAL SERVICES (PROPRIETARY)    
LIMITED                                                                         
Further to the announcements published on SENS on 16 April 2008 and 21 August   
2008, Woolworths shareholders are advised that all the conditions precedent     
relating to the acquisition by Absa Group Limited of 50% plus one share of the  
issued ordinary share capital of Woolworths Financial Services (Proprietary)    
Limited, the financial services business of Woolworths ("the Transaction"), have
now been fulfilled.  Accordingly, the effective date of the Transaction was 1   
October 2008.                                                                   
It is the intention of the board of Woolworths to distribute R2.25 billion of   
the cash proceeds arising from the Transaction and the net cash realised from   
the transfer of the financial services assets into the joint venture.  The      
distribution to shareholders will be implemented by way of a special dividend of
R750 million, and, subject to prevailing market conditions at the time, an open 
market share repurchase of the balance.                                         
A further announcement on the distribution will be made in due course.          
Cape Town                                                                       
2 October 2008                                                                  
Investment bank                                                                 
The Standard Bank of South Africa Limited                                       
Legal advisor                                                                   
Taback and Associates (Proprietary) Limited                                     
Sponsor and Structuring Advisor                                                 
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Date: 02/10/2008 08:00:02 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department.                  
The SENS service is an information dissemination service administered by the    
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or            
implicitly, represent, warrant or in any way guarantee the truth, accuracy or   
completeness of the information published on SENS. The JSE, their officers,     
employees and agents accept no liability for (or in respect of) any direct,     
indirect, incidental or consequential loss or damage of any kind or nature,     
howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.