Notice in terms of section 45(5) of the Companies Act
WOOLWORTHS HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1929/001986/06)
Share code: WHL ISI: ZAE000063863N
("WHL" or "the Company")
NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT NO.71 OF 2008
At the annual general meeting of the Company held in November 2013, WHL shareholders approved a
resolution in terms of section 45 of the Companies Act, 71 of 2008, as amended (the "Companies Act")
authorising the Company to provide financial assistance to related or interrelated companies or corporations
to the Company.
Section 45(5) of the Companies Act requires a Company to provide written notice to its shareholders of the
adoption of a board resolution to provide financial assistance, as envisaged in section 45(2) of the Companies
Act, if the total value of all loans, debts, obligations or assistance contemplated in that resolution, together
with any previous such resolution during the same financial year, exceeds one-tenth of 1% of the Company's
net worth at the time of the resolution.
WHL shareholders are advised that the Company's board of directors adopted a resolution on 6 June 2014 in
terms of which the Company is authorised to provide financial assistance to related or interrelated companies
or corporations to the Company, as envisaged in section 45 of the Companies Act, in respect of the proposed
acquisition of David Jones Limited as described in the circular to WHL shareholders, and the related
announcement to WHL shareholders, issued by the Company on 16 May 2014.
In terms of section 45(5) of the Companies Act, WHL shareholders are advised that the WHL board is satisfied
- immediately after providing the aforementioned financial assistance, the Company will satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act; and
- the terms under which the aforementioned financial assistance is proposed to be given are fair and reasonable to WHL and all the applicable requirements and restrictions in respect of financial
assistance as set out in the Company's Memorandum of Incorporation have been satisfied in accordance with section 45(4) of the Companies Act.
20 June 2014
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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