notice of annual general meeting

Notice is hereby given that the 2008 general meeting of shareholders of the company will be held at 09h00 in the Auditorium, 1st Floor, Woolworths House, 93 Longmarket Street, Cape Town, 8001, on Thursday, 20 November 2008 to consider and if thought fit, to pass with or without amendment the following ordinary and special resolutions:

1

Ordinary resolution number 1 – Confirmation of the annual financial statements

”Resolved as an ordinary resolution that the annual financial statements of the company and the group annual financial statements for the year ended 30 June 2008, be and are hereby received and confirmed.”

2

Ordinary resolution number 2 – Increase to the remuneration for the non-executive directors

”Resolved as an ordinary resolution that the remuneration to be paid to non-executive directors for the year commencing
1 July 2008, details of which are contained in the corporate governance section of the annual report, be and are hereby approved.

3

Ordinary resolution number 3 –Re-election of directors
  3.1 ”Resolved as an ordinary resolution that Derek Aubrey Hawton, who retires in accordance with the articles of association and, being eligible, offers himself for re-election, be and is hereby reelected as a director.”

Brief curriculum vitae
Age 71
Educational qualifications: FCIS Other directorships include: Nampak, Real Africa Holdings, Royale Resorts Holdings (Chairman), Sun Hotels International and Sun International (Chairman).

 Buddy has extensive experience as both an executive and non-executive director. Previous directorships include Altron, City Lodge Hotels, Liberty Group, Liberty Holdings, Old Mutual, Rennies Group, Safmarine and Standard Bank Group. He was past Chairman of Safren, Safmarine and Rennies Group. He joined the board as nonexecutive Chairman in 2002.
 
  3.2 ”Resolved as an ordinary resolution that Simon Norman Susman, who retires in accordance with the articles of association and, being eligible, offers himself for re-election, be and is hereby re-elected as a director.”

Brief curriculum vitae
Age 58
Other directorships include: Country Road Limited.

Simon joined Woolworths in 1982 after working at clothing and food retailer, Marks and Spencer plc in London. At Woolworths he has led the retail operations, food and clothing groups and was appointed to the board in 1995. He became the Chief executive officer in 2000.
 
  3.3 “Resolved as an ordinary resolution that Nigel Lawrence Colne, who retires in accordance with the articles of association and, being eligible, offers himself for re-election, be and is hereby re-elected as a director.”

Brief curriculum vitae
Age 68
Educational qualifications: AMP (Harvard) Other directorships include: Obento Ltd.

Nigel has international experience in clothing and food retailing and was a director of Marks and Spencer plc from 1982 to 1997. He also acquired financial services experience as a non-executive director at Halifax Building Society and Halifax plc. His other past non-executive directorships include Pizza Express plc (Chairman), Stylo plc and Town Centre Restaurants Ltd (Chairman). Nigel became a non-executive director in 1994.
 
  3.4 “Resolved as an ordinary resolution that Sindi Zilwa, who retires in accordance with the articles of association and, being eligible, offers herself for reelection, be and is hereby re-elected as a director.”

Brief curriculum vitae
Age 41
B Compt (Hons), CTA, CA (SA), Advanced Taxation
Certificate
Other directorships include: ACSA (deputy Chairman), Aspen Pharmacare Holdings, Discovery Holdings, Ethos Private Equity and Strate.

Sindi became the second black female chartered accountant in South Africa in 1990 and is the Chief executive officer of Nkonki. Her previous directorships include The Transkei National Building Society,The South African Mint, WIPHOLD,Telkom and Primedia Limited. She is Chairman of the BUSA Standing Committee on Transformation, a board member of The Public Accountants and Auditors Board and a member of the GAAP Monitoring Panel. She joined the board in 2002.
 

4

Ordinary resolution number 4 – General authority to make payments to shareholders

“Resolved as an ordinary resolution that the company be and is hereby granted a general authority in terms of the JSE Limited (“JSE”) Listings Requirements authorising the directors to make payments to its shareholders from time to time in terms of section 90 of the Companies Act,
  4.1 such general authority shall be valid only until the next annual general meeting of the company or the expiry of a period of 15 months from the date of this resolution, whichever occurs first;
  4.2 such payment may not, in the aggregate, exceed 20% (twenty percent) of the company's issued share capital, including reserves, but excluding minority interests and revaluations of assets and intangible assets that are not supported by a valuation of an independent professional expert acceptable to the JSE, prepared within the last six months, in any one financial year, measured as at the beginning of such financial year; and
  4.3 such payments shall be made pro rata to all shareholders.
 
  The directors of the company may utilise the authority in terms of ordinary resolution number 4 in order to make payments to shareholders if and when deemed appropriate.

Announcements complying with Schedule 24 of the JSE Listings Requirements will be published on SENS and in the press, setting out the financial effects of any payment under the general authority, prior to such payment being effected.

5.

Special resolution – General authority to repurchase shares

“Resolved as a special resolution that the company be and is hereby granted a general authority authorising the acquisition by the company and/or its subsidiaries of sharesissued by the company, on such terms and conditions as the directors may deem fit, and in terms of sections 85 and 89 of the Companies Act, (no. 61 of 1973), as amended, the company’s articles of association and the JSE Listings Requirements; provided that:

  5.1 such acquisitions shall be implemented through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counterparty, reported trades being prohibited;
  5.2 such general authority shall be valid only until the next annual general meeting of the company or the expiry of a period of 15 months from the date of this special resolution, whichever occurs first;
  5.3 such acquisitions may not be made at a price greater than 10% above the weighted average of the market value for the shares on the JSE for the five business days immediately preceding the date on which the transaction for the acquisition is effected;
  5.4 when the company has cumulatively repurchased 3% (three percent) of the initial number (the number of that class of shares in issue at the time that this general authority is granted) of the relevant class of shares, and for each 3% (three percent) in aggregate of the initial number of that class acquired thereafter, an announcement will be made;
  5.5 no repurchase of shares shall be effected during a prohibited period as contemplated in the JSE Listings Requirements, unless they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period;
  5.6 after such repurchase, the company will still comply with the JSE Listings Requirements concerning shareholder spread requirements;
  5.7 the company only appoints one agent to effect any repurchase(s) on its behalf;
  5.8 the aggregate of such acquisitions may not, in any one financial year, exceed 20% (twenty percent) of the company’s issued share capital of that class in any one financial year;
  5.9 the aggregate of such acquisitions held by subsidiaries of the company may not exceed 10% (ten percent) of the company’s issued share capital at any one time; and
  5.10 0upon entering the market to proceed with an acquisition, the company’s sponsor has confirmed the adequacy of the company’s and the group’s working capital for the purposes of undertaking a repurchase of shares, in accordance with the JSE Listings Requirements.”

6.

Ordinary resolution number 5 – Authority to sign all documents required

“Resolved as an ordinary resolution that anyone of the directors or the Group secretary be and is hereby authorised and empowered to do all such things and sign all such documents and procure the doing of all such things and the signature of all such documents as may be necessary or incidental to give effect to ordinary resolution number 4 and the special resolution to be proposed at the annual general meeting at which this resolution will be proposed.”

The reasons for and the effect of ordinary resolution number 4 and the special resolution:

The reason for and the effect of ordinary resolution number 4, if passed, is to provide a general authority in terms of the JSE Listings Requirements, to allow the company to make cash payments to shareholders from the company’s share capital and/or share premium if and when deemed appropriate by the board.

The reason for and the effect of the special resolution, if passed, and becoming effective, is to provide a general approval and authority in terms of sections 85 and 89 of the Companies Act, (No. 61 of 1973), as amended and the JSE Listings Requirements for the acquisition by the company and/or its subsidiaries of shares issued by the company.

Voting
Any ordinary shareholder who holds certificated ordinary shares in the company or who holds dematerialised ordinary shares in the company through a Central Securities Depository Participant (CSDP) or broker and who has selected “own name” registration and any preference shareholder, may attend, speak and vote at the annual general meeting or may appoint any other person or persons (none of whom need be a shareholder) as a proxy or proxies, to attend, speak and vote or abstain from voting at the annual general meeting or at any adjournment thereof, in such ordinary or preference shareholder’s stead. A proxy form is enclosed for use by such ordinary and preference shareholders. Such proxy form, duly completed, must be forwarded to reach the transfer secretaries of the company, Computershare Investor Services (Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001 or be posted to them at PO Box 61051, Marshalltown, 2107, to be received, in either case by no later than 09h00 on Tuesday, 18 November 2008.

Any ordinary shareholder who holds dematerialised ordinary shares in the company and has not selected “own name” registration, should contact his CSDP or broker in the manner and time stipulated in such shareholder’s agreement with his CSDP or broker:

  • to furnish him with such shareholder’s voting instruction;
    and
  • in the event that such shareholder wishes to attend the annual general meeting, to obtain the necessary authority to do so.

The Trustees of The Woolworths Employee Share Ownership Trust (“Trust”), as the owner of the unlisted convertible, redeemable, non-cumulative, participating preference shares in the company, will consult with the beneficiaries under the Trust on the resolutions which will be considered at the annual general meeting in order to ascertain the views of such beneficiaries on the manner in which the Trust should exercise its voting rights, as preference shareholder, in respect of such resolutions.

On a show of hands, every shareholder, present in person or represented by proxy, shall have one vote only. On a poll, every shareholder, present in person or by proxy, shall have one vote for every share held or represented.

By order of the board

CL Lowe

CL Lowe
Group secretary

Cape Town
30 September 2008