WOOLWORTHS HOLDINGS LIMITED - Finalisation Announcement

Finalisation Announcement

Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1929/001986/06)
Share code: WHL
ISIN: ZAE000063863
(“WHL” or the “Company”)

FINALISATION ANNOUNCEMENT

WHL shareholders (“Shareholders”) are referred to the announcement released on the Stock
Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on Thursday, 11 February
2016 in terms of which Shareholders were advised that the board of directors of WHL have
declared an interim gross cash dividend (“Cash Dividend”) of 133.0 cents (113.05 cents net
of dividend withholding tax) per WHL ordinary share (“WHL Ordinary Share”) for the 26
weeks ended 27 December 2015. The Cash Dividend will be paid from income reserves
and therefore will not constitute a distribution of "contributed tax capital", as that term is
defined in the Income Tax Act, 58 of 1962.

As an alternative, Shareholders will be entitled to elect to receive a capitalisation issue
alternative (“Scrip Distribution Alternative”), in respect of all or part of their shareholding, by
way of issue of fully paid WHL Ordinary Shares of no par value. Shareholders not electing to
receive the Scrip Distribution Alternative in respect of all or part of their shareholding will, by
default, be deemed to have elected to receive the Cash Dividend.

The volume-weighted average price applicable to the Scrip Distribution Alternative is
confirmed as being R87.38, thus the number of WHL Ordinary Shares to which
Shareholders participating in the Scrip Distribution will become entitled is 1.54492 new WHL
Ordinary Shares per 100 WHL Ordinary Shares held.

The circular relating to the Cash Dividend and the Scrip Distribution Alternative, containing
the full terms in respect thereof, was posted to Shareholders on Friday, 12 February 2016.
The circular is also available on WHL’s website: www.woolworthsholdings.co.za.

The salient dates and times in relation to the Cash Dividend and the Scrip Distribution
Alternative are as follows:

                                                                                            2016


Declaration information released on SENS by 17:00                             Thursday, 11 February
Circular and form of election posted to Shareholders and available on           Friday, 12 February
the website
Finalisation information, including the ratio applicable to the Scrip
Distribution Alternative, released on SENS by 11:00                              Friday, 19 February
Last day to trade in order to be eligible to participate in the Cash
Dividend / Scrip Distribution Alternative (“CUM” Dividend / Scrip                Friday, 26 February
Distribution Alternative)
WHL Ordinary Shares trade “Ex” the entitlement to the Cash
Dividend / Scrip Distribution Alternative                                       Monday, 29 February
Listing of maximum possible number of new WHL Ordinary Shares
that could be issued in terms of the Scrip Distribution Alternative             Monday, 29 February
Last day to elect the Scrip Distribution Alternative in lieu of the Cash
Dividend by 12:00 for Certificated Shareholders and for
Dematerialised Shareholders (in accordance with the mandate
between the Shareholder and their CSDP / Broker)                                     Friday, 4 March
Record date in respect of the Cash Dividend / Scrip Distribution
Alternative                                                                          Friday, 4 March
Share certificates, electronic funds transfers and / or dividend
cheques posted and CSDP / broker accounts credited / updated                       Monday, 7 March
Announcement regarding the results of the Scrip Distribution
released on SENS                                                                   Monday, 7 March
Maximum number of new WHL Ordinary Shares listed adjusted to
reflect the actual number of new WHL Ordinary Shares issued in
respect of the Scrip Distribution Alternative on or about                      Wednesday, 9 March

Notes:

1. All times provided are South African Standard Times quoted on a 24-hour basis, unless specified
   otherwise.
2. Share certificates may not be dematerialised or rematerialised, nor may transfers between
   registers take place between Monday, 29 February 2016 and Friday, 4 March 2016, both days
   inclusive.


Cape Town
19 February 2016

Transaction Sponsor
The Standard Bank of South Africa Limited

Legal advisor
Webber Wentzel

Date: 19/02/2016 10:58:00 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.