chairman’s letter to shareholders

Dear Shareholder

The annual general meeting of Woolworths Holdings Limited will be held at 09h00 in the Auditorium, 1st floor, Woolworths House, 93 Longmarket Street, Cape Town, 8001, on 15 November 2006. This letter explains the business to be conducted at the meeting. The annual report for the year ended 30 June 2006 is available on the website at www.woolworthsholdings.co.za.

explanatory notes on resolutions

Resolution 1: Ordinary resolution – Consideration of the annual financial statements

Receive and consider for adoption the annual financial statements and group annual financial statements for the financial year ended 30 June 2006 – this is ordinary business and there are no special items to bring to the attention of the shareholders.

Resolutions 2.1 to 2.14: Ordinary resolutions – Increase to the remuneration for the non-executive directors

Approve the non-executive directors’ fees for the financial year commencing 1 July 2006.

Resolutions 3.1 to 3.4: Ordinary resolutions –Re-election of directors

Election of directors – in terms of the articles of association, one third of the directors retire each year. The directors who retire are directors appointed since the last annual general meeting and directors who are due to retire by rotation. In line with this requirement Peter Bacon and Zyda Rylands, who were appointed on 22 August 2006, and Mair Barnes and Brian Frost, retire and being eligible offer themselves for re-election.

A brief curriculum vitae of each director seeking re-election may be found in the notice of the annual general meeting here.

Resolution 4: Ordinary resolution – General authority to make payments to shareholders

Authorise 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, (61 of 1973), as amended, and in terms of the Listing Requirements of the JSE Limited.

Resolution 5: Special resolution – General authority to repurchase shares

Renew the general authority granted by shareholders at the last annual general meeting and allowing the company to repurchase the company’s shares during the course of the year.

Resolution 6: Ordinary resolution – Authority to sign all documents required

Authorise directors to implement ordinary resolution number 4 and special resolution number 5.

Additional information required by the Listings Requirements of the JSE Limited applying to ordinary resolution number 4 and special resolution number 5. 

statement of directors

As at the date of this report, the company’s directors undertake that, having considered the effect of cash payments and the purchase of the maximum number of shares (as contemplated in ordinary resolution number 4 and special resolution number 5) that for a period of twelve months from the date of the notice of the annual general meeting: 

a) the company and the group will be able to repay their debts in the ordinary course of business; 

b) the consolidated assets of the company and the group, being fairly valued in accordance with International Financial Reporting Standards, will be in excess of their consolidated liabilities; 

c) the ordinary share capital and reserves of the company and the group will be adequate for ordinary business purposes; and 

d) the available working capital will be adequate to continue the operations of the company and the group.

The company’s sponsor has confirmed the adequacy of the company’s working capital for the purposes of undertaking a general payment to shareholders and/or a repurchase of shares in writing to the JSE Limited.

Section 11.26 of the JSE Listings Requirements requires the following disclosures, which are provided elsewhere in the annual report as set out below:

• Directors and management: 
• Major shareholders of the company:
• Directors’ interests in shares:
• Share capital of the company:.

litigation statement

In terms of Section 11.26 of the JSE Listings Requirements, the directors, whose names are given here of the annual report of which this notice forms part, are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous twelve months, a material effect on the group’s financial position.

Director’s responsibility statement

The directors, whose names are given here of the annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to the abovementioned resolutions 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 abovementioned resolutions contain all information required by law and the Listings Requirements.

material change

Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the audit report and the date of this notice.

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.

A proxy form is enclosed for use by shareholders holding certificated ordinary shares in the company or dematerialised ordinary shares in the company through a Central Securities Depositary Participant (CSDP) or broker and who have selected “own name” registration. Such proxy form, duly completed, should be forwarded to reach the company's transfer secretaries, Computershare Investor Services 2004 (Pty) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2017) at least 48 hours, excluding Saturdays, Sundays and public holidays, before the time at which the annual general meeting will be held. 

general meeting

It is our intention to convene a general meeting on 15 November 2006 immediately following the annual general meeting, in order to table amendments to the Woolworths Holdings Share Trust for shareholder approval. The effect of the amendments will be to revise the terms of the executive incentive share scheme. The notice for this general meeting will be sent to shareholders in due course.

I look forward to welcoming you at our general meetings.

Buddy Hawton

Chairman
30 September 2006