Proposed Acquisition By Woolworths Of The Remaining Shares In Country Road Limited WOOLWORTHS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number 1929/001986/06 Share code: WHL ISIN: ZAE000063863 (“WHL” or “the Company”) VOLUNTARY ANNOUNCEMENT REGARDING THE PROPOSED ACQUISITION BY WHL OF THE REMAINING SHARES IN COUNTRY ROAD LIMITED (“COUNTRY ROAD”) 1. INTRODUCTION Shareholders of WHL are advised that WHL has today announced on the Australian Securities Exchange (“ASX”) its intention to make an offer to all shareholders in Country Road, a company listed on the ASX, to acquire the remaining shares in Country Road not already owned by the WHL group. The offer is for a cash consideration of A$17.00 per share (the “Offer”). WHL already has a relevant interest in 87.88% of the issued shares in Country Road. Accordingly, the total cash consideration for the remaining shares under the Offer is ~A$213 million (approximately R2.1 billion) (the “Offer Consideration”).* The Offer is expected to be made by WHL’s wholly-owned subsidiary, Woolworths International (Australia) Pty Limited (“WIA”) or another wholly-owned subsidiary of WHL. If WHL acquires more than 90% of the shares of Country Road it will be entitled to compulsorily acquire the remaining Country Road shares. If the Offer is successfully implemented, Country Road will become a wholly-owned subsidiary within the WHL group and will be delisted from the ASX. The Offer is not a categorised transaction in terms of the Listings Requirements of the JSE Limited, and accordingly this is a voluntary announcement. * Unless otherwise noted, all A$ figures have been converted at the A$/R exchange rate of 10.05, the spot rate as at ASX close on 23 June 2014. 2. OVERVIEW OF COUNTRY ROAD Founded in 1974, Country Road is one of Australia’s largest specialty fashion and homeware retailers with a leading position in the mid- to upper-tier of the specialty apparel market, operating more than 480 stores in the southern hemisphere. Following the acquisition of Witchery Group in 2012, the Witchery and Mimco brands were added to the Country Road and Trenery brands within the Country Road group. These four brands are complementary and appeal to a wide customer base. Country Road has successfully expanded its brands into the South African market in the form of stand-alone and concession stores within the WHL footprint. Country Road represented approximately 18% of WHL’s turnover and contributed approximately 14% of profit before tax for FY 2013. 3. RATIONALE FOR THE OFFER Given the role of Country Road in realising a substantial part of the synergy benefits arising from the previously announced acquisition of David Jones Limited (“David Jones”), achieving full ownership of Country Road is a logical next step and in line with WHL’s longstanding desire to acquire 100% of Country Road. WHL therefore believes that the Offer is in the best interests of its shareholders who will benefit from realising the synergies associated with both the David Jones acquisition and the benefits derived from owning 100% of Country Road. The Offer, which is in line with WHL’s southern hemisphere strategy, will allow WHL to fully integrate one of Australia’s fastest growing retail companies into the WHL group, thereby enhancing returns to WHL and its shareholders. 4. SALIENT DETAILS AND CONDITIONS PRECEDENT WHL intends to fund the Offer through new debt facilities raised by WIA, or another wholly-owned subsidiary of WHL, from Australian banks. The additional debt funding to be raised is not expected to impact WHL’s dividend payout policy, nor its ability to service its current debt funding commitments. The successful completion of the Offer is subject to conditions precedent, including, inter alia, the David Jones scheme announced to WHL shareholders on 9 April 2014 becoming effective and approval of the Australian Foreign Investment Review Board. A further announcement regarding the fulfilment or waiver (as applicable) of the conditions precedent to the Offer will be made as appropriate. 5. INDICATIVE TIMING Further information will be contained in the Bidder’s Statement to be lodged shortly with the ASX. A copy of the Bidder’s Statement will be included on WHL’s website. Cape Town 24 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 & Nic Bennett Angus Urquhart PR T:+27 11 502 7300 T: +61 3 96001979 T:+27 21 407 7546 M:+27 71 442 2401 M: +61 402 575 684 M:+27 60 532 3999 Carol Roos Nerida Mossop T:+27 11 502 7300 T: +61 3 96001979 M:+27 72 690 1230 M: +61 437 361 433 Financial advisers to WHL: Legal advisers to WHL: Rothschild Gilbert +Tobin Standard Bank Webber Wentzel Transaction Sponsors to WHL: Independent Sponsors to WHL: Standard Bank Rand Merchant Bank (a division of FirstRand Bank Limited) About Country Road Country Road is a leading clothing and homeware retailer in Australia and New Zealand. Country Road also offers its products in South Africa through 13 Woolworths stores alongside 12 stand-alone Country Road stores. Country Road is listed on the ASX trading under the code ASX:CTY. For the 52 weeks ended 29 June 2013, Country Road had revenue of A$0.7 billion (R6.4 billion) and net profit after tax of A$41 million (R372 million).^ ^Assumed A$/R exchange rate: 9.05, the daily average of the exchange rate from 24/06/2012 to 30/06/2013, being the 53 week period of WHL’s financial year for 2013 DISCLAIMERS The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. Date: 24/06/2014 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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