WOOLWORTHS HOLDINGS LIMITED - Notice in terms of section 45(5) of the Companies Act no.71 of 2008

Notice in terms of section 45(5) of the Companies Act no.71 of 2008

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

NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT NO.71 OF 2008

At the Annual General Meeting of the company held on 30 November 2015, WHL shareholders
approved a resolution in terms of section 45 of the Companies Act, 71 of 2008, as amended (the
"Companies Act") authorising the company to provide financial assistance to related or
interrelated companies or corporations of the company.

Section 45(5) of the Companies Act requires a company to provide written notice to its
shareholders on the adoption of a Board resolution to provide financial assistance, as envisaged
in section 45(2) of the Companies Act, if the total value of all loans, debts, obligations or
assistance contemplated in that resolution, together with any previous such resolution during the
same financial year, exceeds one-tenth of 1% of the company’s net worth at the time of the
resolution.

WHL shareholders are hereby advised that the company's Board of Directors adopted resolutions
on 31 May 2016 in terms of which the company is authorised to provide financial assistance to its
wholly owned subsidiary, Woolworths Proprietary Limited as envisaged in section 45 of the
Companies Act.

Prior to the board authorising any financial assistance, it satisfied itself, in accordance with section
45 of the Companies Act, that:

1. immediately after providing the aforementioned financial assistance, the c ompany will
   satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act; and

2. the terms under which the aforementioned financial assistance is proposed to be given are fair
   and reasonable to WHL and all the applicable requirements and restrictions in respect of
   financial assistance as set out in the company’s Memorandum of Incorporation have been
   satisfied in accordance with section 45(4) of the Companies Act.


Cape Town
13 June 2016

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 13/06/2016 05:06:00 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.