Resignation of director and withdrawal of resolution at Annual General Meeting (“AGM”) Woolworths Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 1929/001986/06 Share code: WHL ISIN: ZAE000063863 Bond company code: WHLI (“WHL” or the “Company”) RESIGNATION OF DIRECTOR AND WITHDRAWAL OF RESOLUTION AT ANNUAL GENERAL MEETING (“AGM”) In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, the Board of Directors of the Company (“the Board”) hereby announces that Ms Sizakele Mzimela (appointed 1 Juy 2018) has resigned as an independent non-executive director with effect from Monday 5, November 2018. Ms Mzimela has accepted a high-level interim executive position which will prevent her from attending certain WHL meetings held in Australia and accordingly Ms Mzimela has resigned from the Board. As a result, shareholders are advised that ordinary resolution number 2, which proposed the election of Ms Mzimela as a director of the Company, is withdrawn from consideration at the Company’s AGM to be held on 30 November 2018 at 10:00 at the Company’s Head Office. The withdrawal of ordinary resolution number 2 from the AGM does not affect the proxy form already submitted/or to be submitted in respect of other resolutions to be presented at the AGM. Despite her short tenure, Ms Mzimela had already made a valuable contribution to the Company and the Board wishes her well. Cape Town 5 November 2018 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 05/11/2018 05:00:00 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.