* Colin Hall retired on 21 November 2002

The company has not been informed of any material changes in these holdings since the date of this report.  During the course of the year, no director had a material interest in any contract of significance with the company or any of its subsidiaries that could have given rise to a conflict of interest.  No transactions defined as related party transactions in terms of the JSE regulations took place between the company and/or its subsidiaries and the directors or their associates.

woolworths holdings share trust ("the Trust")

Woolworths Holdings Limited operates a share option and share purchase scheme under the Trust.  The scheme is intended as an incentive to employees to promote the continued growth of the company and to align their interests with those of the shareholders.  The deed of the Trust provides that scheme shares and options may not exceed 15% of the company’s issued share capital.

Participation is open to all permanent employees at the discretion of the directors.  In terms of the rules of the schemes, the offer shares and options are releasable to beneficiaries on the basis of 20% becoming available on the first anniversary of the date of the offer and 20% each year thereafter.  Shares are granted to participants at the weighted average value per share determined over five trading days immediately preceding the offer date which shall be no more than 90 days prior to the date on which the offer is actually made.

Information on options and shares granted to executive directors under the Trust is given in the remuneration review on page 51 and 52 of the report.

share options

In terms of the trust deed, employees have been granted a total of 53 025 397 (2002: 56 501 146) share options ranging from R1,17 to R4,62 (2002: R0,56 to R4,53), which are exercisable between July 2003 and May 2013.

share purchases

Shares held by the Trust on behalf of beneficiaries totalled 24 401 088 (2002: 25 469 770).

Delivery and payment of shares in a subsequent year in respect of beneficiaries totalled 4 874 199 (2002 : 4 817 477).

The status of the Trust as at 30 June 2003 was as follows:

	2003	2002
Number of shares and options
available for utilisation
Balance at the beginning of the year	11 711 340	16 835 767
Shares and options acquired
from employees	21 519 458	7 128 516
Shares allocated and options exercised
by employees during the year	(11 940 032)	(12 252 943)
Balance at the end of the year	21 290 766	11 711 340

interim dividend

An interim dividend of 10,5 cents per share (2002: 7,5 cents per share) was declared on 19 February 2003 and paid to shareholders on 17 March 2003.

capital distribution

The directors have proposed a capital distribution to shareholders, in lieu of a final dividend for the financial year ended 30 June 2003.  The capital distribution of 18,5 cents per share will be submitted for approval by shareholders at a general meeting of Woolworths Holdings Limited shareholders to be held on 22 September 2003 and, if approved, will be payable to shareholders registered in the books of the company at the close of business on 3 October 2003.

re-purchase of shares

In terms of the articles of association and the general authority granted by the shareholders on 21 November 2002, the company and its subsidiaries are authorised until the next annual general meeting to repurchase the issued share capital of the company subject to the JSE Securities Exchange South Africa requirements.  During the year ECom Investments 16 (Pty) Limited, a subsidiary of the company, repurchased 49 277 007 shares of the company's issued share capital at a cost of R235,1 million bringing the total buyback to date to 82 415 720 shares at a cost of R369,8 million.

directors' responsibility for annual financial statements

The directors are responsible for preparing the annual financial statements and other information presented in the annual report in a manner that fairly presents the financial position and the results of the operations of the company and the group for the 52 weeks ended 30 June 2003.

The external auditors are responsible for carrying out an independent examination of the annual financial statements in accordance with South African Auditing Standards in the manner required by the South African Companies Act, 1973, as amended, and for reporting their findings thereon.  The auditors' report is set out on page 69 of these financial statements.

The annual financial statements set out on pages 50 to 52 and 70 to 106 have been prepared in accordance with South African Statements of Generally Accepted Accounting Practice and are based on appropriate accounting policies which have been consistently applied in all material respects, and are supported by reasonable and prudent estimates where appropriate.  Adequate accounting records have been maintained throughout the period under review.

going concern

The directors have reviewed the group's budget and cash flow forecast for the year to 30 June 2004.  On the basis of this review, and in the light of the current financial position and existing borrowing facilities, the directors are satisfied that the group is a going concern and have continued to adopt the going concern basis in preparing the financial statements.

borrowing powers

In terms of the articles of association, the borrowing powers of the company are unlimited.  The details of borrowings appear in note 22 on page 94 to the annual financial statements.

subsidiary companies

An annexure containing full particulars of the subsidiary companies appears on page 106 of the annual financial statements.

special resolutions

No special resolutions of a material nature that affect the understanding of the company and its subsidiaries were passed during the course of the year since the last annual general meeting.