Update on David Jones Scheme Meeting WOOLWORTHS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number 1929/001986/06 Share code: WHL ISIN: ZAE000063863 (“WHL” or “the Company” or “the Group”) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION UPDATE ON DAVID JONES SCHEME MEETING Shareholders of WHL ("Shareholders") are referred to the announcements released on the Stock Exchange News Service of the JSE Limited on 9 April 2014, 16 May 2014 and 17 June 2014, relating to the proposed acquisition by WHL of the entire issued share capital of David Jones Limited ("David Jones"). Shareholders are advised that David Jones, with the agreement of WHL, applied to the Federal Court of Australia today seeking a two week postponement of the Scheme Meeting previously scheduled to take place on 30 June 2014, following lodgement of a substantial shareholder notice by Australian Retail Investments Pty Ltd (“ARI”) yesterday. The Federal Court of Australia has granted this postponement to allow sufficient time for the David Jones Board to assess the implications of entities associated with Solomon Lew holding 9.89% of David Jones shares. The postponement does not affect the David Jones Board’s unanimous recommendation of the WHL proposal to David Jones shareholders, in the absence of a superior proposal. Set out below is an updated timetable for the remainder of the Scheme process: Event New proposed date Latest time and date for receipt of proxy forms (including proxies 10.00am on lodged online), powers of attorney or certificates of appointment of Saturday 12 July body corporate representative by the David Jones Share Registry for 2014 the Scheme Meeting 7.00pm on Time and date for determining eligibility to vote at the Scheme Saturday 12 July Meeting 2014 10.00am on The Scheme Meeting to be held at the Wesley Conference Centre, Monday 14 July 220 Pitt Street, Sydney 2014 If the Scheme is agreed to by the requisite majorities of David Jones shareholders: Wednesday 16 July Second Court Date (for approval of the Scheme) 2014 Wednesday 16 July Outcome of Second Court Hearing announced to ASX 2014 Effective Date (Federal Court order lodged with ASIC and Thursday 17 July announcement by David Jones to ASX) 2014 Close of trading on David Jones Shares suspended from trading on ASX Thursday 17 July 2014 Scheme Record Date (for determining entitlements to Scheme Thursday 24 July Consideration) 2014 Implementation Date (for despatching Scheme Consideration to Thursday 31 July Scheme Shareholders) 2014 Scheme Consideration will be sent to Scheme Shareholders (by Thursday 31 July either cheque or electronic funds transfer into the nominated bank 2014 accounts used for dividend payments) A further announcement providing Shareholders with an update in this regard will be released in due course. Cape Town 19 June 2014 Investor contacts: WHL Ralph Buddle Head of Corporate Projects and Investor Relations T: +27 21 407 3250 M: +27 83 412 4923 Media contacts: WHL South Africa Australia Susie Squire Brunswick Hintons Head of Corporate Affairs & PR Nic Bennett Angus Urquhart T:+27 21 407 7546 T:+27 11 502 7300 T: +61 3 9600 1979 M:+27 60 532 3999 M:+27 71 442 2401 M: +61 402 575 684 Carol Roos Nerida Mossop T:+27 11 502 7300 T: +61 3 9600 1979 M:+27 72 690 1230 M: +61 437 361 433 Financial and debt advisers to WHL: Rothschild Standard Bank Legal advisers to WHL: Gilbert +Tobin Webber Wentzel Linklaters Transaction Sponsor to WHL: Standard Bank Independent Sponsor to WHL: Rand Merchant Bank (a division of FirstRand Bank Limited) Date: 19/06/2014 09:00:00 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.