Woolworths announces Staff BEE Share Ownership Scheme 17,000 employees to own 10% shareholding in Woolworths Woolworths today announced details of a BEE employee share ownership scheme in which nearly 17,000 Woolworths employees, of whom 90% are black and 85% women, will participate.

All broad-based employees (ie. non-management) will receive a significant financial benefit at the end of the scheme, in addition to dividends throughout the life of the scheme. The aggregate shareholding under the scheme will represent approximately 10% of the ordinary share capital of Woolworths before the transaction.

Simon Susman, Chief Executive of Woolworths said, ‘In April we announced our Good business Journey, a key element of which was to accelerate the process of transformation within Woolworths. I am therefore very pleased to be able to announce this broad based black empowerment transaction which will give all our employees an equity interest in the company. Woolworths is a business which is growing fast and our employees are major contributors to that growth. Bringing all of them into the financial benefits of this growth is an important step and part of a range of transformation initiatives we expect to be making as part of the Good business journey.’

Key elements of the employee share ownership scheme, which is subject to shareholder approval, are as follows:

  • Woolworths will create a new class of participating convertible, redeemable, non-cumulative preference shares which will be held in an Employee Share Ownership (ESOS) Trust for the duration of the scheme.
  • These new shares will represent approximately 10 % of the total share capital of Woolworths and will have voting and dividend rights.
  • The scheme will be open to all employees who were employed as at 1 May 2007, and who are still employed at the initial vesting date (expected to be 30 June 2007), with the exception of white managers and white executives who already participate in an existing Woolworths share ownership scheme. Shares will be allocated on the basis of both length of service and seniority.
  • It is envisaged that the ESOS Trust will own the ESOS shares for a period of eight years, and will distribute dividends to the beneficiaries accordingly (Woolworths pays dividends twice each year).
  • At the end of eight years the ESOS shares will be converted into Woolworths ordinary shares, on a one-for-one basis, which the beneficiaries will be entitled to hold or realize, subject to the Woolworths share price achieving a 10% annual compound rate of growth over the period.
  • If the share price grows at 20% per annum (which it has done for the last eight years), then Woolworths will distribute a total of R2.3bn to employees. Under this scenario, Woolworths broad-based participants could expect to have received a cumulative dividend payout of approximately R50,000 over the 8 year period and will receive a capital payout of R200,000, if they are still employed at this point.
  • If the share price does not reach the hurdle rate price, all broad based participants will in any case receive a minimum payment of R20, 000 (before taxation) per person.
  • If the share price exceeds the hurdle rate price, Woolworths will also establish an Educational Fund. This fund will be additional to the educational expenditure undertaken by Woolworths in terms of their CSI programmes.
  • The Scheme is subject to shareholder approval. A circular and notice of a general meeting to be held on 12th June 2007 has been posted to shareholders today.

Woolworths approach to transformation is holistic in nature – transforming the way we do business across all aspects of the dti scorecard – and collaborative in approach, working in partnership with our franchise partners, our suppliers, and the public sector including government. Our ultimate goal is to become a level 4 BEE contributor (dti codes) by 2012. Other key BEE initiatives include:

  • Preferential procurement is a priority – Woolworths is committed to BEE supplier partners providing core product for Woolworths over time;
  • Woolworths will accelerate the development of core retail skills through focused training initiatives including the accreditation of Woolworths courses and the establishment of three provincial Woolworths learning centres;
  • Employment equity targets will be met and where there is a skills shortage at senior leadership level within the organisation, a skills pipeline will provide the necessary momentum.
  • Enterprise development is seen as key and Woolworths has set up teams devoted to working more closely with emerging suppliers, further driving the commitment to supporting South African businesses first.

For further information, please contact: Woolworths Press Office Telephone: 021 407 7700 / 082 782 3856 Fax: 021 407 3924 pressoffice@woolworths.co.za

Woolworths Holdings Limited (Incorporated in the Republic of South Africa) Registration number 1929/001986/06 Share code: WHL ISIN: ZAE000063863 (“Woolworths” or “the Company”) Black Economic Empowerment Transaction (“BEE Transaction”) 1. Introduction and rationale The broad-based black economic empowerment (“BEE”) transaction, subject to the conditions precedent set out in 4 below, will empower eligible Woolworths employees by enabling them to acquire the equivalent of approximately 10% of the ordinary issued share capital of Woolworths before the BEE transaction.

The board of directors of Woolworths (“the board”) is committed to the spirit and principles of broad-based BEE and has established empowerment policies and structures throughout the business to facilitate BEE. The board recognises the social and economic imperative to undertake a BEE ownership transaction and following an extensive process, has decided to propose a BEE ownership transaction involving eligible Woolworths employees for the following reasons:

  • eligible Woolworths employees have contributed to the group’s progress thus far and will continue to be important in driving the future growth of the group;
  • the eligible Woolworths employees have a sound knowledge of the operations and are best positioned to participate and add value from the commencement of the BEE transaction;
  • the nature and demographic composition of Woolworths employee base (90% black and 85% women) is ideal for an empowerment partner; and
  • the BEE transaction will align the objectives of the ordinary shareholders with those of the eligible Woolworths employees, whose efforts have been the origin of the value created over the past years.

2. Salient features of the BEE Transaction 2.1. Creation and issue of ESOS Shares Woolworths will create a new class of convertible, redeemable, non-cumulative participating preference share with a par value 0.15 cent each (“ESOS shares”). Woolworths will at appropriate times issue these ESOS shares, up to a maximum of 89 400 000 ESOS shares, to the Employee Share Ownership Trust (“ESOS trust”). The ESOS trust will hold the ESOS shares for the benefit of the vested beneficiaries for the eight year term of the scheme, following which, and subject to the provisions of the Employee Share Ownership Trust Deed (“trust deed”), the ESOS shares will be distributed to beneficiaries entitled thereto and will convert into ordinary shares on a one-for-one basis. 2.2. Scheme beneficiaries All Woolworths employees who were employed by the Woolworths group (“group”) as at 1 May 2007 and who are still employed as at the initial vesting date (expected to be 30 June 2007) will participate in the transaction, with the exception of our white managers and white executives who already participate in an existing Woolw