form of proxy

WOOLWORTHS HOLDINGS LIMITED (Incorporated in the Republic of South Africa)
Registration number: 1929/001986/06 Share Code: WHL ISIN ZAE000063863 ("Woolworths" or "the company")

For use only by shareholders of certificated ordinary shares in the company and holders of dematerialised ordinary shares in the company held through a Central Securities Depository Participant (CSDP) who have selected “own name” registration, at the 2006 annual general meeting of the company to be held on Wednesday, 15 November 2006 at 09h00.

If you are a shareholder entitled to attend and vote at the abovementioned annual general meeting you can appoint a proxy to attend, vote and speak in your stead. A proxy need not be a shareholder of the company.

If you are a shareholder and have dematerialised your share certificates through a CSDP (and have not selected own name registration in the sub-register maintained by a CSDP), do not complete this form of proxy but instruct your CSDP to issue you with the necessary authority to attend the annual general meeting, or if you do not wish to attend, provide your CSDP with your voting instructions in terms of your custody agreement entered into with them.

I/We
(full names in block letters)

of (address)

being a holder/s of		ordinary shares in the company, hereby appoint (see note 1)

1.
	of		(or failing him/her)
2.
	of		(or failing him/her)
3.	the Chairman of the company or failing him the Chairman of the annual general meeting as my/our proxy to attend, speak, and on a poll to vote or abstain from voting on my/our behalf, as indicated below, at the annual general meeting to be held in the Auditorium, 1st Floor, Woolworths House, 93 Longmarket Street, Cape Town, 8001, on Wednesday, 15 November 2006 at 09h00 or at any adjournment thereof.

			Number of votes (one per share)
			In favour	Against	Abstain
1.	Ordinary resolution to receive and adopt the financial statements for the year ended 30 June 2006 together with the reports of the directors and auditors thereon.
2.	Ordinary resolution to approve the remuneration to be paid to non-executive directors for the year commencing 1 July 2006:
	2.1	Chairman of the company – R500 000
	2.2	United Kingdom based director – £30 000
	2.3	South African based director – R102 000
	2.4	Chairman of the audit committee – R112 000
	2.5	Member of audit committee – R 62 500
	2.6	Chairman of remuneration committee – R90 000
	2.7	Member of the remuneration committee – R45 000
	2.8	Chairman of the risk committee – R79 000
	2.9	Member of the risk committee – R39 500
	2.10	Chairman of the transformation committee – R79 000
	2.11	Member of the transformation committee – R39 500
	2.12	Member of the nominations committee – R10 500
	2.13	Chairman of the sustainability committee – R13 000
	2.14	Member of the sustainability committee – R6 500
3.	Ordinary resolution to elect directors in place of those retiring in accordance with the provisions of the company’s articles of association:
	3.1	re-elect Peter Bacon as a director of the company.
	3.2	re-elect Mair Barnes as a director of the company.
	3.3	re-elect Brian Frost as a director of the company.
	3.4	re-elect Zyda Rylands as a director of the company.
4.	Ordinary resolution to approve a general authority in terms of which the company is authorised to effect payments in terms of section 90 of the Companies Act, (61 of 1973), as amended
5.	Special resolution to approve general authority authorising the company to acquire shares issued by the company.
6.	Ordinary resolution to authorise the directors to implement ordinary resolution number 4 and special resolution number 5.

Signed at		this		day of		2006
Signature

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instructions for signing and lodging this proxy

1.	A shareholder is entitled to appoint one or more proxies (none of whom need be a shareholder of the company) to attend, speak and vote or abstain from voting in the place of that shareholder at the annual general meeting.
2.	A shareholder may therefore insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the space provided, with or without deleting the words “the Chairman of the company, or failing him the Chairman of the annual general meeting”. The person whose name appears first on the proxy form and who is present at the annual general meeting, will be entitled to act as proxy to the exclusion of those whose names follow.
3	A shareholder’s instructions to the proxy must be indicated by the insertion of an “X” in the appropriate box. Failure to comply with the above will be deemed to authorise the Chairman of the company or failing him the Chairman of the annual general meeting, if he is the authorised proxy, to vote in favour of resolutions at the annual general meeting, or any other proxy to vote or abstain from voting at the annual general meeting as he deems fit, in respect of the shareholder’s total holding.
4.	The completion and lodging of this form of proxy will not preclude a shareholder from attending the annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so.
5.	In case of joint holders, the vote of the most senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, for which purpose seniority will be determined by the order in which the names appear on the company’s register of shareholders in respect of the joint holding.
6.	The Chairman of the annual general meeting may reject or accept any form of proxy which is completed and/or received otherwise than in accordance with these notes.
7.	Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the company’s transfer secretaries or waived by the Chairman of the annual general meeting.
8.	Any alternation or correction to this form of proxy must be initialled by the signatory/ies, other than the deletion of signatories.
9.	Forms of proxy must be lodged with or posted to the company, c/o Computershare Investor Services 2004 (Pty) Ltd, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), to be received by no later than 09h00 on Monday 13 November 2006.