Notice Of Annual General Meeting Notification Of Supporting Documents For Special Resolution 5 Woolworths Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1929/001986/06) Share code: WHL ISIN: ZAE000063863 ("Woolworths" or "the Company") NOTICE OF ANNUAL GENERAL MEETING NOTIFICATION OF SUPPORTING DOCUMENTS FOR SPECIAL RESOLUTION 5 The notice convening the Woolworths annual general meeting (“AGM”), to be held at 09h00 on Thursday, 15 November 2012 (“Notice”) was made available on the Company’s website (www.woolworthsholdings.co.za) on 13 September 2012 and included in the 2012 integrated report, which was posted to shareholders on 28 September 2012. In terms of special resolution number 5, contained in the Notice, it is proposed that a new Memorandum of Incorporation be adopted for the Company. A full copy of the proposed new Memorandum of Incorporation has been available on the Company’s website since 13 September 2012. Subsequent to the posting of the Notice, the Company has received communication from a proxy advisory firm that the provision contained in the proposed new Memorandum of Incorporation relating to the rotation of one third of non-executive directors only at each annual general meeting, whilst in line with the JSE Limited (“JSE”) Listings Requirements and the King Code III, may not be considered international best practice and that it was advising against supporting the resolution. Woolworths has accordingly amended articles 26.1, 26.3 and 27.3 of the proposed new Memorandum of Incorporation to provide that one third of all directors (both executive and non-executive), will be required to retire by rotation at each annual general meeting. The proposed new Memorandum of Incorporation as amended, which has been approved by the JSE, is now available on the Company’s website (www.woolworthsholdings.co.za) and is available on request from the Company secretary at the Company’s registered office. Shareholders are accordingly requested to support the special resolution for the adoption of the new Memorandum of Incorporation as amended. The Company encourages participation by shareholders in the voting at the AGM, and advises them to make the necessary arrangements timeously to attend or be represented at the AGM and, where required, to furnish voting instructions to their CSDP or broker in good time. The record date for the purposes of participating and voting at the AGM is Friday, 9 November 2012. In order for forms of proxy (which are contained in the company’s 2012 integrated report) to be valid for the purposes of the AGM, they are required to be lodged at the offices of the company’s transfer secretaries, Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, South Africa (or mailed to be received by them at P O Box, 61051, Marshalltown, 2107, South Africa) by no later than 09h00 on 13 November 2012. Company secretary: Thobeka Sishuba-Mashego Registered office of Woolworths: Woolworths House, 93 Longmarket Street, Cape Town Cape Town 7 November 2012 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 07/11/2012 05:02:00 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.