BEE EMPLOYEE SHARE OWNERSHIP SCHEME

The BEE employee share ownership scheme was established in July 2007 to accelerate transformation initiatives by spreading equity ownership more broadly across Woolworths, transferring a 10% holding to Woolworths employees. The scheme also provides a retention incentive to employees.

A board of trustees, with a majority of employee representatives, has been established, chaired by Dolly Mokgatle, and the trustees met twice during the year with full attendance at both meetings. The trustees exercised the voting rights of the preference shares at all the general meetings held by Woolworths. During the year the trustees also held their first Imbizo for beneficiaries, which was well attended and which received very positive feedback.

Employee turnover in the retail sector and amongst employees benefiting from the BEE employee share ownership scheme had adversely affected the Woolworths ownership status, but has decreased significantly in the last financial year. At the end of June 2010, there were 8706 beneficiaries participating in the scheme.

Our BEE employee share ownership scheme earned a percentage of the dividends paid out to ordinary shareholders and during the year the beneficiaries of the scheme received R16.3m, an increase of 67% on the previous year. The scheme has paid a total of R37.8m in dividends to date. The full benefits of the scheme become due in 2015.