Update Announcement in respect of Acquistion of David Jones & remaining shares in Country Road WOOLWORTHS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number 1929/001986/06 Share code: WHL ISIN: ZAE000063863 (“WHL” or “the Company”) UPDATE ANNOUNCEMENT IN RESPECT OF THE: - ACQUISITION OF DAVID JONES LIMITED (“DAVID JONES”) - ACQUISITION OF THE REMAINING SHARES IN COUNTRY ROAD LIMITED(“COUNTRY ROAD”) 1. ACQUISITION OF DAVID JONES Shareholders of WHL (“Shareholders”) are advised that the Company has informed David Jones and its shareholders that the offer price under the proposed scheme of arrangement (“the Scheme”) of A$4.00 per David Jones share is its best and final offer, subject to no competing proposal emerging. Accordingly, subject to no competing proposal emerging, the Company will not increase the offer price under the Scheme. David Jones has released an announcement on the Australian Stock Exchange (“ASX”) today, advising its shareholders accordingly. 2. ACQUISITION OF THE REMAINING SHARES IN COUNTRY ROAD Further to the announcement dated 24 June 2014 in respect of the proposed cash offer by WHL to acquire all of the ordinary shares that it does not already own in Country Road at a price of A$17.00 per share (“the Offer), Shareholders are advised that WHL released an announcement on the ASX today declaring that the Offer is its best and final offer and that WHL will not increase the offer price. The Offer remains subject to following conditions: - Foreign Investment Review Board (“FIRB”) approval; - the Scheme becoming effective; - no regulatory action restraining, prohibiting or impeding the Offer; and - no prescribed occurrences. It is WHL’s intention that, upon the Scheme becoming effective, it will waive the regulatory action and prescribed occurrence conditions. This will, at that time, leave the Offer subject only to the FIRB approval. A further announcement providing Shareholders with an update in respect of the Scheme and the Offer will be made as appropriate. Cape Town 30 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) 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: 30/06/2014 02:45:00 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.