WHL - Woolworths Holdings Limited - Audited group results for the year ended 30 [JSE Securities Exchange - SENS]
WHL - Woolworths Holdings Limited - Audited group results for the year ended 30 
June 2009                                                                       
WOOLWORTHS HOLDINGS LIMITED                                                     
(Incorporated in the Republic of South Africa)                                  
Registration number : 1929/001986/06                                            
Share code: WHL                                                                 
ISIN: ZAE000063863                                                              
AUDITED GROUP RESULTS FOR THE YEAR ENDED 30 JUNE 2009                           
financial highlights                                                            
(based on a comparable 52 weeks of last year)                                   
- turnover up 7.2%                                                              
- adjusted HEPS up 13.9%                                                        
- cash distribution per share of 53.5 cents                                     
- strong balance sheet                                                          
consolidated income statement                                                   
Year ended June                                                                 
                                             2009         2008           %      
                          Note                 Rm           Rm      change      
Revenue                                   21 922.3     21 752.5         0.8     
Turnover                                  21 175.0     20 064.9         5.5     
Cost of sales                             14 501.1     13 798.3         5.1     
Gross profit                               6 673.9      6 266.6         6.5     
Other revenue                                747.3      1 687.6      (55.7)     
Expenses                                   5 783.7      5 955.0       (2.9)     
Store costs                                3 481.9      3 118.1        11.7     
Net bad debts and bad                                                           
debt provisions                              134.2        584.3      (77.0)     
Other operating costs                      2 167.6      2 252.6       (3.8)     
Operating profit                           1 637.5      1 999.2      (18.1)     
Finance costs                                281.2        502.5      (44.0)     
Earnings from joint ventures                  58.1            -                 
Earnings from associate                       11.7          1.0                 
Profit before exceptional item             1 426.1      1 497.7       (4.8)     
Exceptional item                8            380.0            -                 
Profit before tax                          1 806.1      1 497.7        20.6     
Tax                             4            546.3        552.5       (1.1)     
Profit after tax                           1 259.8        945.2        33.3     
Attributable to:                                                                
Shareholders of the parent                 1 247.7        936.7        33.2     
Minority shareholders                         12.1          8.5        42.4     
Reconciliation of headline                                                      
Earnings attributable to                                                        
shareholders of the parent                 1 247.7        936.7        33.2     
BEE preference dividend paid                 (8.6)        (6.7)                 
Basic earnings                             1 239.1        930.0                 
Profit on disposal of                                                           
controlling interest in                                                         
subsidiary                                 (380.0)            -                 
Loss on disposal of property,                                                   
plant and equipment                            3.5          0.8                 
Total tax impact of                                                             
adjustments                                  (1.0)        (0.2)                 
Headline earnings                            861.6        930.6       (7.4)     
Unrealised foreign                                                              
exchange loss                                 56.9        (2.1)                 
STC on share repurchase                          -         20.0                 
STC on special dividend                       75.0            -                 
Adjusted headline earnings*                  993.5        948.5         4.7     
Headline earnings per                                                           
share (cents)                                109.3        114.9       (4.9)     
Earnings per share (cents)      5            157.2        114.8        36.9     
Adjusted headline earnings                                                      
per share (cents)                            126.0        117.1         7.6     
Adjusted headline earnings                                                      
per share based on 52                                                           
weeks' comparative basis (cents)             126.0        110.6        13.9     
Diluted headline earnings                                                       
per share (cents)                            107.5        112.1       (4.1)     
Diluted earnings per share                                                      
(cents)                         5            154.0        112.0        37.5     
Adjusted diluted headline                                                       
earnings per share (cents)                   123.7        114.3         8.2     
Distribution per ordinary                                                       
share (cents)                                                                   
-Ordinary                                     85.0         79.0         7.6     
-Special                                      94.0          -         100.0     
Distribution cover (based                                                       
on headline earnings per share                                                  
excluding special dividend)                    1.3          1.5      (13.3)     
Distribution per                                                                
preference share (cents)                      17.3         11.1        55.9     
Number of shares in issue (millions)         774.7        795.5       (2.6)     
Weighted average number of                                                      
shares in issue (millions)                   788.3        809.9       (2.7)     
* Adjusted headline earnings for the prior year has been restated to exclude    
the BEE IFRS 2 charge as it is now comparable.                                  
GROUP ANALYSIS                                                                  
Turnover                                  21 175.0     20 064.9         5.5     
Woolworths                                18 839.2     18 146.5         3.8     
- Clothing and home                        7 321.6      7 409.8       (1.2)     
- Foods                                   11 126.1     10 360.3         7.4     
- Logistics services and other               391.5        376.4         4.0     
Country Road                               2 335.8      1 918.4        21.8     
Interest                                     560.6      1 359.8      (58.8)     
Other revenue                                186.7        327.8      (43.0)     
                                         21 922.3     21 752.5         0.8      
Operating profit                                                                
Woolworths                                 1 498.4      1 897.2      (21.0)     
Country Road                                 139.1        102.0        36.4     
                                          1 637.5      1 999.2      (18.1)      
consolidated balance sheet                                                      
As at June                                                                      
                                                         2009         2008      
                                             Note          Rm           Rm      
Non-current assets                                     3 436.4      2 793.1     
Property, plant and equipment                    6     1 936.9      1 810.5     
Investment property                                      120.8        120.8     
Investment in associate                                   35.5         25.0     
Investment in joint ventures                             534.1            -     
Intangible assets                                6       350.5        274.3     
Prepaid employment costs                                  37.0         45.5     
Participation in export partnerships                      65.4         66.3     
Other loans                                              126.2        153.6     
Derivative financial instruments                             -          3.1     
Deferred tax                                             230.0        294.0     
Current assets                                         4 868.7      3 023.7     
Inventories                                            1 722.7      1 371.4     
Trade and other receivables                              745.2        697.4     
Derivative financial instruments                           5.8         30.0     
Tax                                                        3.9         99.3     
Cash                                                   2 391.1        825.6     
Assets of disposal group classified as                                          
held for sale                                    8           -      5 440.0     
Total assets                                           8 305.1     11 256.8     
EQUITY AND LIABILITIES                                                          
Capital and reserves                                   3 071.9      3 577.8     
Interest of shareholders of the parent                 3 024.7      3 525.7     
Minority shareholders' interest                           47.2         52.1     
Non-current liabilities                                2 341.5      2 271.8     
Interest-bearing borrowings                            1 531.6      1 503.7     
Operating lease accrual                                  456.8        450.0     
Derivative financial instruments                          15.7            -     
Post-retirement medical aid liability                    272.1        251.2     
Deferred tax                                              65.3         66.9     
Current liabilities                                    2 891.7      3 205.1     
Trade and other payables                               2 372.8      1 990.7     
Provisions                                               250.4        213.3     
Derivative financial instruments                         141.6         27.0     
Tax                                                      111.7         53.5     
Overdrafts and short-term interest-bearing                                      
borrowings                                                15.2        920.6     
Liabilities of disposal group classified as                                     
held for sale                                    8           -      2 202.1     
Total equity and liabilities                           8 305.1     11 256.8     
Net asset book value - per share (cents)                 390.4        443.2     
GROUP ANALYSIS                                                                  
Total assets                                           8 305.1     11 256.8     
Woolworths                                             7 468.5     10 515.6     
Country Road                                             836.6        741.2     
Inventories                                            1 722.7      1 371.4     
Woolworths                                             1 474.0      1 154.0     
Country Road                                             248.7        217.4     
Approved commitments for capital                                                
expenditure                                              623.8        681.2     
Woolworths                                               473.1        486.1     
Country Road                                             150.7        195.1     
consolidated cash flow statement                                                
Year ended June                                                                 
                                                         2009         2008      
                                           Note            Rm           Rm      
Cash flow from operating activities                                             
Cash inflow from trading                               1 650.6      1 307.8     
Working capital movements                                 67.3      (330.3)     
Cash applied to financial services assets                 20.6       (24.4)     
Cash generated by operating activities                 1 738.5        953.1     
Interest received                                        549.5      1 351.1     
Finance costs paid                                     (312.0)      (489.7)     
Tax paid                                               (370.3)      (747.0)     
Cash generated by operations                           1 605.7      1 067.5     
Dividends received from associate                          1.2          1.1     
Normal dividend to shareholders                        (654.8)      (635.5)     
Net cash inflow from operating activities                952.1        433.1     
Cash flow from investing activities                                             
Net investment in PPE                                  (614.2)      (562.2)     
Proceeds on disposal of controlling                                             
interest in subsidiary                         8         875.0            -     
Replacement of WFS debt funding by joint                                        
venture partner                                8       2 908.8            -     
Cash disposed on sale of controlling                                            
interest in subsidiary                         8       (535.1)            -     
Costs incurred on disposal of controlling                                       
interest in subsidiary                         8        (48.1)            -     
Other                                                     38.5         58.1     
Net cash inflow/(outflow) from investing                                        
activities                                             2 624.9      (504.1)     
Cash flow from financing activities                                             
Shares issued                                             25.6         20.4     
Repurchase of shares                                         -      (200.0)     
Repurchase of treasury shares                          (316.6)            -     
Special dividend to shareholders                       (750.0)            -     
Notes redeemed                                               -      (436.0)     
BEE transaction costs                                        -        (3.0)     
Share repurchase costs                                   (5.0)            -     
Payment of finance lease liabilities                     (9.1)        (7.9)     
Long-term borrowings raised                                  -      1 500.0     
Long-term borrowings repaid                                  -      (500.0)     
Net cash (outflow)/inflow from financing                                        
activities                                           (1 055.1)        373.5     
Increase in cash and cash equivalents                  2 521.9        302.5     
Cash and cash equivalents at the beginning                                      
of the year                                             (90.7)      (422.6)     
Effect of foreign exchange rate changes                 (40.1)         29.4     
Cash and cash equivalents at the end of the                                     
year                                                   2 391.1       (90.7)     
GROUP ANALYSIS                                                                  
Cash inflow from trading                               1 650.6      1 307.8     
Woolworths                                             1 448.4      1 153.7     
Country Road                                             202.2        154.1     
Gross capital expenditure                                753.0        638.4     
Woolworths                                               610.5        538.9     
Country Road                                             142.5         99.5     
consolidated statement of changes in equity                                     
Year ended June                                                                 
                                     Equity attributable          Minority      
                                         to shareholders     shareholders'      
                                           of the parent          interest      
                            Note                      Rm                Rm      
Shareholders' interest at                                                       
the beginning of the year                         3 525.7              52.1     
Movements for the year:                                                         
Issue of shares                 7                    25.6                 -     
Shares repurchased              7                 (316.6)                 -     
Share repurchase costs                              (5.0)                 -     
BEE transaction costs                                   -                 -     
Dividends paid to                                                               
shareholders                                    (1 399.2)             (5.6)     
Share-based payments                                 70.0                 -     
Total income and expense                                                        
for the year                                      1 124.2               0.7     
Total income and expense                                                        
for the year recognised                                                         
directly in equity                                (123.5)            (11.4)     
Net fair value adjustments                                                      
on financial instruments                           (51.0)             (2.9)     
Exchange differences on                                                         
translation of foreign                                                          
subsidiaries                                       (72.5)             (8.5)     
Profit for the period                             1 247.7              12.1     
Shareholders' interest at                                                       
the end of the year                               3 024.7              47.2     
                                                         Total       Total      
                                                          2009        2008      
                                                            Rm          Rm      
Shareholders' interest at the beginning of                                      
the year                                                3 577.8     3 288.0     
Movements for the year:                                                         
Issue of shares                                            25.6        20.4     
Shares repurchased                                      (316.6)     (200.0)     
Share repurchase costs                                    (5.0)           -     
BEE transaction costs                                         -       (3.0)     
Dividends paid to shareholders                       (1 404.8)     (635.5)      
Share-based payments                                       70.0        77.1     
Total income and expense for the year                   1 124.9     1 030.8     
Total income and expense for the year                                           
recognised directly in equity                           (134.9)        85.6     
Net fair value adjustments on financial                                         
instruments                                              (53.9)         1.4     
Exchange differences on translation of foreign                                  
subsidiaries                                             (81.0)        84.2     
Profit for the period                                   1 259.8       945.2     
Shareholders' interest at the end of the year           3 071.9     3 577.8     
segmental analysis                                                              
Year ended June                                                                 
                                            2009         2008                   
                                              Rm           Rm     % change      
Woolworths                               18 931.5     18 220.6          3.9     
Country Road                              2 353.1      1 939.3         21.3     
Financial services                          473.7      1 662.9       (71.5)     
Net interest received                       184.4         20.5        799.5     
Intra-group                                (20.4)       (90.8)                  
Total group                              21 922.3     21 752.5          0.8     
Profit before tax and exceptional item                                          
Woolworths                                1 108.7      1 218.6        (9.0)     
Country Road                                138.3        101.0         36.9     
Financial services (to 30 September 2008)    71.8        158.0       (54.6)     
Share of earnings from joint venture                                            
(from 1 October 2008)                        57.4            -                  
Net interest received                        49.9         20.1        148.3     
Total group                               1 426.1      1 497.7        (4.8)     
Return on equity (based on adjusted                                             
headline earnings)                                                              
                                               %            %                   
Woolworths                                   43.3         51.4                  
Country Road                                 22.5         18.1                  
Financial services*                             -         10.0                  
Total group                                  30.3         28.0                  
* Return on equity for Woolworths Financial Services is not calculated for      
the current year due to the change in nature of the investment during the year. 
1 Basis of preparation                                                          
The abridged group financial statements comply with IAS 34 - Interim Financial  
Reporting. These abridged financial statements do not contain all the           
information and disclosures required in the annual financial statements.        
Accounting policies used in the abridged consolidated financial statements are  
the same as those used to prepare the group annual financial statements.        
2 Significant accounting policies                                               
The accounting policies applied are consistent with those followed in the       
preparation of the consolidated annual financial statements for the year ended  
30 June 2008, except for the adoption of the following IFRS and IFRIC           
interpretations and amendments that became effective during the current period, 
which had no significant impact on the reported results:                        
- IFRIC 13 Customer Loyalty Programmes                                          
- IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements   
and their Interactions                                                          
- IAS 39 and IFRS 7 Amendments - Reclassification of Financial Assets           
- IAS 18 Revenue - amendment                                                    
Amendments to IFRS 1 First-time Adoption of International Financial             
Reporting Standards and IAS 27 Consolidated and Separate Financial Statements   
relating to Cost of an Investment in a Subsidiary, Jointly Controlled Entity    
or Associate have been early adopted and had no impact on the reported          
3 Reclassification of comparative figures                                       
Internally generated distribution costs previously included in other operating  
costs are included in cost of sales.                                            
Total operating costs are disclosed based on function. Previously, operating    
costs were disclosed under the categories: depreciation, employment, occupancy, 
net bad debts and bad debt provisions, and other operating costs.               
Net interest received is disclosed as a separate segment. Previously, net       
interest received was disclosed as part of Woolworths retail.                   
None of these reclassifications had an impact on reported results.              
4 Tax                                                                           
The effective tax rate of 30.2% (2008: 36.9%) is higher than the standard rate  
of normal tax mainly due to the impact of STC incurred on the special dividend, 
STC on the normal dividends and the non-deductible IFRS 2 charge arising from   
the group's BEE employee share ownership and executive share incentive schemes, 
off-set by the impact of the exceptional item.                                  
5 Earnings per share                                                            
The difference between earnings per share and diluted earnings per share is due 
to the impact of outstanding options under the group share incentive schemes    
and preference shares issued in terms of the BEE employee share ownership       
6 Property, plant and equipment and intangible assets                           
During the year, the group acquired assets with a cost of R753.0m (2008:        
Assets with a net book value of R94.4m (2008: R70.7m) were disposed of by the   
group during the same period, resulting in a loss before tax of R3.5m (2008:    
7 Issue and repurchase of shares                                                
During the year, 5 595 343 (2008: 4 074 229) ordinary shares were issued in     
terms of the group's executive share incentive scheme.                          
86 871 694 (2008: nil) treasury shares amounting to R891.1m held by E-Com       
(Proprietary) Limited were repurchased and cancelled.                           
26 384 969 (2008: nil) shares to the value of R316.6m were repurchased from the 
market by E-Com (Proprietary) Limited and are held as treasury shares by the    
In 2008, 17 872 545 ordinary shares amounting to R200m were repurchased.        
8 Exceptional item                                                              
On 1 October 2008, Woolworths Financial Services (Proprietary) Limited          
("WFS") issued shares to Absa Bank Limited to the value of R875m resulting in   
the dilution of the group's shareholding to 50% less one share and a net profit 
on disposal of controlling interest of R380m. As a result of the transaction,   
the group's remaining interest in WFS is accounted for by using the equity      
The carrying value of assets and liabilities of WFS at the transaction date     
were as follows:                                                                
Loans to customers                                                  1 008.1     
Woolworths card debtors                                             3 461.0     
Credit card receivables                                               949.8     
Property, plant and equipment                                           8.1     
Intangible assets                                                       3.1     
Cash                                                                  535.0     
Other receivables and deferred tax                                    184.9     
Assets                                                              6 150.0     
Interest-bearing borrowings                                       (2 179.0)     
Other payables, deferred tax and provisions                       (3 019.2)     
Liabilities                                                       (5 198.2)     
Net asset value on disposal of controlling interest                   951.8     
The net profit on disposal is as follows:                                       
Proceeds                                                              875.0     
Additional consideration received                                      29.0     
Net asset value of WFS disposed                                     (475.9)     
Costs                                                                (48.1)     
Net profit on disposal of controlling interest                        380.0     
The difference between the net asset value on disposal and net assets classified
as held for sale is mainly due to the inter-company loan amount having been     
settled by the joint venture partner.                                           
9 Contingent liabilities                                                        
Various group companies are parties to legal disputes and investigations which  
arise in the ordinary cause of business, whilst the outcome of some of these    
matters cannot readily be foreseen, the directors believe that they will be     
disposed of without material effect.                                            
10 Borrowing facilities                                                         
Unutilised banking facilities amount to R3 477.0m (2008: R2 875.1m). In terms   
of the articles of association, there is no limit on the group's authority to   
raise interest-bearing debt.                                                    
11 Events subsequent to balance sheet date                                      
No event material to the understanding of these financial statements has        
occurred between the end of the financial year and the date of approval.        
12 Related party transactions                                                   
During the year ended 30 June 2009, group companies entered into various        
transactions. These transactions were entered into in the ordinary course of    
business and under terms that are no less favourable than those arranged with   
independent third parties.                                                      
All such subsidiary-related intra-group related party transactions and          
outstanding balances are eliminated in preparation of the consolidated financial
statements of the group.                                                        
13 Audit opinion                                                                
These abridged consolidated financial statements have been extracted from the   
audited financial statements on which Ernst & Young Inc and SAB & T Inc have    
issued an unqualified report. This report is available for inspection at the    
company's registered office.                                                    
14 Approval of annual financial statements                                      
The annual financial statements were approved by the board of directors on      
26 August 2009.                                                                 
Group results                                                                   
The results for the period are impacted by the disposal of a controlling        
interest of Woolworths Financial Services on 1 October 2008 and that the trading
period is 52 weeks whilst last year included 53 weeks.                          
Group turnover grew by 7.2% on a comparable 52 weeks; 5,5%(52:53).              
Gross margin increased from 31.2% to 31.5%. The higher contribution of food     
sales at a lower margin has been off-set by an improved Woolworths clothing and 
general merchandise margin as a result of focused sourcing and good stock       
Profit before tax and exceptional items decreased by 4.8% impacted by an        
unrealised foreign exchange loss, the extra trading week in June 2008 and the   
non-comparable Woolworths Financial Services business. This is included in full 
in the first quarter and is equity-accounted as a joint venture in the remaining
nine months.                                                                    
Headline earnings per share ("HEPS") decreased 4.9% for the period. After       
adjusting for the R75m STC charge on the special dividend and the after tax     
unrealised foreign exchange loss of R57m, adjusted headline earnings per share  
("HEPS") increased by 7.6% on the previous year to 126.0 cents. On a comparable 
52 weeks last year, adjusted HEPS increased by 13.9%.                           
Return on equity based on adjusted headline earnings, increased from 28.0% to   
Following the Woolworths Financial Services transaction, the company has        
returned cash to shareholders in the form of a special dividend of R750m and    
open market share repurchases of R316.6m. We remain with a strong balance sheet 
and consequently further share repurchases will be considered.                  
Our policy on distributions is to maintain a cover of 1.5 times earnings.       
A final ordinary distribution of 53.5 cents per share has been declared. The    
total distribution per ordinary share for the year amounts to 179.0 cents, which
includes the special dividend.                                                  
operating review                                                                
Woolworths retail (comparable on a 52:52 week basis)                            
Overall sales grew by 5.7%. Conditions were tough for most of the year, but     
consumers have seen some relief in the second half with reductions in interest  
rates. Our sales growth showed improvement in the fourth quarter.               
Clothing and general merchandise sales increased by 0.4%, with our customers    
favouring our value lines. Average price movement for the year was 2.5%, despite
a softer exchange rate in the second half.                                      
Food sales increased by 9.3%. Our repositioned prices and ongoing promotional   
strategies have improved customers price perception of our food business. Price 
movement of 8.2% was lower than inflation for the period.                       
Costs were well controlled despite a space growth of 6.4%.                      
Profit before tax excluding the unrealised foreign exchange loss increased by   
The space growth slowed down compared to previous years, with an increase on    
last year of 3.5% in clothing and general merchandise space and 11.0% in food   
space. We opened 7 full-line stores and 15 food stand-alone stores in the year. 
Woolworths financial services                                                   
Customers are purchasing less on credit but are extending their credit terms and
benefitting by the lowering of interest rates.                                  
The closing debtors books at 30 June 2009 were 6.4% up on the prior year. Bad   
debts were controlled, with an impairment charge as a percentage of average     
gross receivables of 7.5% (June 2008: 9.5%).                                    
Country Road                                                                    
Country Road showed good growth in a tough Australian market with a sales       
increase of 18.4% and a profit before tax growth of 49.8% in Australian dollars.
Having successfully repositioned our value proposition for the middle and upper 
income consumer, we are now appealing to a broader customer base that has become
more discerning in a slowing economy.                                           
Country Road has recently been awarded the Australian Retailers Association     
award for overall retailer of the year.                                         
We are conscious that the economic conditions will remain tough throughout the  
We believe that we have a better positioned merchandise offer, without any      
compromise to our quality. We will remain focused on managing costs and         
controlling our stock throughout this period. The improvement in sales          
experienced in the fourth quarter has continued into the first eight weeks of   
this year.                                                                      
Leadership and board appointments                                               
The directors are pleased to announce that:                                     
Simon Susman will retire as Chief executive officer of Woolworths in November   
2010 having reached retirement age.  To retain his extensive international and  
local retail knowledge he will assume a newly created position of non-executive 
deputy Chairman effective from November 2010.                                   
Ian Moir, the Chief executive officer of Country Road, who has led the          
significant turnaround at Country Road will be appointed Managing director      
retail and Chief executive officer-elect of Woolworths effective 1 January 2010.
He will succeed Simon in November 2010.  An appointment of Chief executive      
officer in Country Road will be made due course.                                
These appointments will provide the Group with continuity into the future.      
In the event that the deputy Chairman is appointed Chairman in the future, a    
lead independent non-executive director will be appointed.                      
Andrew Jennings, Managing director retail, having concluded his three year      
management contract on 31 December 2009, has advised us of his desire to return 
to the global retail stage to pursue new opportunities. Since joining us Andrew 
has been a tireless agent of change, a champion of our brand and has contributed
significantly to the Group through the achievement of higher standards of       
performance and setting a strong foundation for the future.                     
The directors are further pleased to announce the following:                    
Lindiwe Mthimunye-Bakoro and Namhla Thina Siwendu have been appointed  non-     
executive directors of Woolworths Holdings Limited with immediate effect.       
Lindiwe Mthimunye-Bakoro is a Chartered Accountant with primary experience in   
investment banking.                                                             
Thina Siwendu holds a B Soc. Sc (Hons) and LLB degree.  She heads her own legal 
firm and specialises in corporate governance and corporate law.                 
These appointments will bring additional skills to the board and its committees 
and add to the spread of age, gender and diversity.                             
Trading statement                                                               
The directors would like to highlight that the profit of R380m earned on the    
disposal of a 50% plus one share of Woolworths Financial Services to ABSA Group 
Limited on 1 October 2008 will continue to impact the results of the six months 
ended December 2009.                                                            
Consequently, earnings per share ("EPS") will be more than 20% lower than the   
results for the corresponding period of the previous year. It is however not    
yet possible to quantify the impact on EPS within the 20% range required by the 
JSE Limited Listings Requirements ("JSE Listings Requirements") with a          
reasonable degree of certainty nor to provide guidance on headline earnings     
per share ("HEPS").                                                             
A further trading statement will be issued later in the reporting period and    
provide earnings forecast ranges for EPS and HEPS as required by the JSE        
Listings Requirements.                                                          
DA Hawton                SN Susman                                              
Chairman                 Chief executive officer                                
Cape Town, 26 August 2009                                                       
notice of distribution                                                          
Notice is hereby given that the directors have resolved to make a cash          
distribution of 53.5 cents per ordinary share in lieu of the final dividend for 
the year ended 30 June 2009 out of the Company's share premium account, if      
shareholders in general meeting pass the requisite resolutions authorising the  
directors to allot and issue ordinary shares, for cash, to the Company's wholly-
owned subsidiary, Woolworths (Proprietary) Limited.                             
If, however, such authority is not obtained from the shareholders a final       
dividend of 53.5 cents per ordinary share for the year ended 30 June 2009 will  
be paid.                                                                        
The salient dates for the distribution or dividend will be as follows:          
Last day to trade to receive the distribution                                   
or dividend                                       Thursday, 17 September 2009   
Shares trade "ex" the distribution or                                           
dividend from                                       Friday, 18 September 2009   
Record date for the distribution or                                             
dividend                                            Friday, 25 September 2009   
Payment date                                        Monday, 28 September 2009   
Share certificates may not be dematerialised or rematerialised between Monday,  
18 September 2009 and Friday, 25 September 2009 (both days inclusive).          
In accordance with the Company's articles of association a distribution or      
dividend amounting to less than R5.00 due to any one holder of the Company's    
ordinary shares held in certificated form will not be paid, unless otherwise    
requested in writing, but will be aggregated with other such amounts and will be
donated to a charity nominated by the directors.                                
A circular, incorporating a notice convening a general meeting of shareholders, 
which contains details of the proposal to allot and issue shares to the         
Company's subsidiary, Woolworths (Proprietary) Limited has been despatched to   
shareholders. Shareholders are further referred to the separate cash            
distribution announcement published on SENS and in the press which contains full
details of the cash distribution, including the financial effects thereof.      
A final cash dividend of 12.3 cents per preference share for the six months     
ended 30 June 2009 will be paid to the beneficiaries of the Woolworths Employee 
Share Ownership Scheme on 28 September 2009.                                    
CL Lowe                                                                         
Group secretary            Cape Town, 26 August 2009                            
directorate and statutory information                                           
Non-executive directors:                                                        
Buddy Hawton (Chairman), Peter Bacon (British), Nigel Colne (British),          
Brian Frost, Mike Leeming, Chris Nissen, Sindi Zilwa                            
Executive directors:                                                            
Simon Susman (CEO), Andrew Jennings (British), Zyda Rylands, Norman Thomson     
Group secretary: Cherrie Lowe                                                   
Share code: WHL     ISIN: ZAE000063863                                          
Registered address (postal and physical):                                       
PO Box 680, Cape Town 8000                                                      
Woolworths House, 93 Longmarket Street                                          
Cape Town 8001                                                                  
Registration number : 1929/001986/06                                            
Auditors: Ernst & Young Inc and SAB & T Inc                                     
Bankers: The Standard Bank of South Africa Limited                              
Sponsor : Rand Merchant Bank (A division of                                     
FirstRand Bank Limited)                                                         
Transfer secretaries:                                                           
Computer share Investor Services (Pty) Limited                                  
70 Marshall Street, Johannesburg 2001                                           
visit our investor relations site: www.woolworthsholdings.co.za                 
Date: 26/08/2009 16:58:01 Produced by the JSE SENS Department.                  
The SENS service is an information dissemination service administered by the    
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or            
implicitly, represent, warrant or in any way guarantee the truth, accuracy or   
completeness of the information published on SENS. The JSE, their officers,     
employees and agents accept no liability for (or in respect of) any direct,     
indirect, incidental or consequential loss or damage of any kind or nature,     
howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.                                          
Source: JSE Securities Exchange - SENS
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