Dear Shareholder

The annual general meeting of Woolworths Holdings Limited will be held at 09:30 in the Auditorium, 1st Floor,Woolworths House, 93 Longmarket Street, Cape Town, 8000 on Thursday, 20 November 2003.  This letter explains the business to be conducted at the meeting.

The annual report for the year ended 30 June 2003 will also be available on the website at www.woolworthsholdings.co.za

explanatory note on agenda items

Item 1
Receive and consider for adoption the consolidated annual financial statements for the financial year ended 30 June 2003.

Item 2 & 3
Appointment of auditors – During the course of the year the board took a decision to appoint SAB&T as joint auditors of the company with Ernst & Young.  Shareholders will be asked to confirm the appointments of Ernst & Young and SAB&T.

Item 4
Election of directors – Shareholders will be asked to consider the re-appointment of DA Hawton, BJ Frost and M Barnes who retire in accordance with the articles of association of the company and being eligible offer themselves for re-election.  An abridged curriculum vitae in respect of each of the above directors is included in the annual general meeting notice.

Item 5
5.1 Ordinary resolution 1:

Ratifying the remuneration and fees paid to directors for the financial year ended 30 June 2003.

5.2 Ordinary resolution 2:

Approving the non-executive directors fees for the financial year ending 30 June 2004.

5.3 Ordinary resolution 3:

Placing such number of the company’s ordinary shares in the authorised but unissued capital under the control of directors for purposes of carrying out the terms of the Woolworths Holdings Limited Share Trust.

5.4 Special resolution 1:

Proposing the amendment of the articles of association to remove firstly, potential conflict in the provisions of clause 8.10 and section 90 of the Companies Act 1973 and secondly, potential conflict in the wording of article 11.6, which proposes that proxies for voting by show of hands be lodged with the company 48 hours prior to the meeting, whereas proxies for voting by poll would only be lodged 24 hours prior to meetings.  Both will now be 48 hours.

5.5 Special resolution 2:

Renewing the general authority granted by shareholders at the last annual general meeting and allowing the company and its subsidiaries to re-purchase the company’s shares during the course of the year.

5.6 Ordinary resolution 4:

Authorising the company as a general authority to make payments to its shareholders from time to time in terms of Section 90 of the Companies Act and in terms of the listing requirements of the JSE Securities Exchange, South Africa. 

5.7 Ordinary resolution 5:

Authorising directors to implement special resolution 2 and ordinary resolution 4. 

directors’ opinion and working capital statement
The directors consider that it will be advantageous for the company and its subsidiaries to have a general authority to acquire the company’s shares and to make payments to shareholders in terms of Section 90 of the Companies Act.  It is the directors’ intention that such authorities will be utilised if the directors consider that it is in the best interests of the company and shareholders to effect any such acquisitions or to make payments to shareholders having regard to prevailing circumstances and the cash resources of the company at the appropriate time. 

The directors consider that, in their opinion, taking into account the effect of the maximum acquisition by the company of shares issued by it as referred to in Special Resolution No. 2 and the maximum amount of any payment to shareholders as referred to in ordinary resolution No. 4 above:

• the company and its subsidiaries (together "the Group") will be able, in the ordinary course of business, to pay its debts for a period of 12 months from 23 September 2003;

• the assets of the company and of the Group will be in excess of the liabilities of the company and the Group for a period of 12 months from 23 September 2003.  (For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the company’s latest audited Group annual financial statements);

• the ordinary capital and reserves of the company and the Group will be adequate for the company’s and the Group’s present requirements for 12 months from 23 September 2003; and

• the working capital of the company and the Group will be adequate for the company’s and the Group’s requirements for a period of 12 months from 23 September 2003.

directors’ responsibility statement
The directors, whose names are given on pages 4, 5 and 118 of the annual report which accompanies the notice of the annual general meeting, collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the notice contains all information required by the JSE Securities Exchange, South Africa.

litigation statement
The company and its subsidiaries are not, and have not in the 12 months preceding the date of this annual report been involved in any legal or arbitration proceedings which may have or have had a material effect on the financial position of the company and its subsidiaries, nor is the company aware of any such proceedings that are pending or threatened.

attendance at annual general meeting
I encourage you to attend and vote your shares at the annual general meeting.  If you are unable to attend, I urge you to complete the proxy form in accordance with the instructions and return it to the address indicated.

If you have dematerialised your shares on STRATE, you must submit your voting instructions to your CSDP or broker.  You will need to contact them regarding their particular cut-off time for votes to be lodged with us.  If you wish to attend the meeting, you will have to approach your CSDP or broker to provide you with the necessary authority in terms of the agreement that you have entered into with them.

I look forward to welcoming you at the annual general meeting.
 

Buddy Hawton
Chairman
23 September 2003