2015/08/27
WOWOW - WOOLWORTHS HOLDINGS LIMITED - Audited group results for the 52 weeks ended 28 June 2015 and cash dividend declaration and changes to the board [JSE Securities Exchange - SENS]
 
Audited group results for the 52 weeks ended 28 June 2015 and cash dividend declaration and changes to the board

Woolworths Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1929/001986/06
Share code: WHL
ISIN: ZAE000063863
("the Group" or "the company")

AUDITED GROUP RESULTS FOR THE 52 WEEKS ENDED 28 JUNE 2015 AND CASH DIVIDEND DECLARATION AND CHANGES TO THE BOARD

FINANCIAL HIGHLIGHTS 
TURNOVER AND CONCESSION SALES:          +54.9%
ADJUSTED PROFIT BEFORE TAX:             +20.5%
HEADLINE EARNINGS PER SHARE:            +6.1%
ADJUSTED HEADLINE EARNINGS PER SHARE:   +10.4%
TOTAL DIVIDEND PER SHARE (CENTS):       247.0 (2014: 240.0) + 2.9%
RETURN ON EQUITY:                       26.3%

COMMENTARY

This year has been transformational. The August 2014 acquisition of the iconic Australian department store
chain, David Jones, enabled us to step change the Group's operations, transforming it into a retailer with
significant scale across sub-Saharan Africa and Australasia.

Group sales (including concession sales) increased by 54.9%, and by 12.0% excluding David Jones. This was
a strong result with good market share gains in both South Africa and Australia. Adjusted profit before tax
increased by 20.5%. Basic and headline earnings grew by 8.3% and 19.4% respectively, and adjusted headline
earnings increased by 24.3%. Adjusted headline earnings per share grew by 10.4%. Earnings per share
declined by 3.8%.

WOOLWORTHS
The new investment in Australia has not detracted from our strategic objectives and plans in South Africa
and the rest of sub-Saharan Africa where Woolworths continues to perform well, despite the constrained
economic environment and the impact of load shedding on our trading performance.

CLOTHING AND GENERAL MERCHANDISE
The late winter impacted sales, but we still managed to produce growth of 9.6% and 4.0% in comparable
stores (including Country Road Group sales in South Africa). Importantly, we saw an improvement in our
kidswear and women's footwear and accessories divisions that had underperformed earlier in the year. Total
Clothing and General Merchandise sales grew by 8.6% excluding Country Road Group sales in South Africa.

Gross profit margin increased by 0.7% to 47.4%. Store costs increased by 19.5%, due to a 6.3% increase
in trading space, extensive store refurbishments and the conversion of previously franchised stores.

Comparable store costs grew by 5.6%. Other operating costs were also well controlled, increasing by 5.7%.
Operating profit grew by 3.3% to R2 094 million and return on sales declined by 0.8% to 16.8%.

FOOD
Our Food business is differentiated on quality, freshness and innovation and we continue to gain market
share through our strategy of building larger format stores and extending our catalogue to offer a complete
shop at competitive prices.

A strong performance well ahead of the market saw sales grow by 13.5%, with price movement of 7.7%. Sales
in comparable stores grew by 6.6%.

Gross profit margin increased by 0.4% to 25.7%. Store costs increased by 13.4% with the addition of converted
franchise stores and a net 10.2% increase in trading space. Other operating costs were well controlled, and
operating profit grew by 25.6% to R1 579 million. Return on sales improved by 0.7% to 7.1%, 0.1% ahead of the
medium-term target.

WOOLWORTHS FINANCIAL SERVICES
The average debtors book grew by 10.7% and the impairment rate was kept to an industry-leading level of
5.4% (June 2014: 4.8%). Net interest income grew by 15.5% and operating costs were 1.1% lower, resulting in
a 21.9% increase in profit before tax. Return on equity was 26.6% (June 2014: 24.3%), above the medium-term
target of 22.0%.

DAVID JONES
The results of David Jones for the eleven months from the acquisition date of 1 August 2014 are included for the
first time and consequently no comparative figures are presented.

Whilst the Australian consumer has remained under pressure and the department store segment has
underperformed, David Jones had an exceptional second half of the year with sales growth of 10.7%. Sales
of A$1 885 million were 6.4% ahead of the comparative 11-month period prior to our acquisition and ahead
of both the department store segment and the overall Australian clothing market. Operating profit of
A$161 million was 28.8% higher than in the comparative 11-month period.

COUNTRY ROAD GROUP
During the year we acquired the remaining 12% interest in Country Road Group (CRG). Full ownership was a
logical step towards unlocking regional synergy opportunities between David Jones and CRG. In Australasia,
sales grew by 11.5% (by 4.7% in comparable stores), trading well ahead of the Australian market.

CRG trading space grew by 23.1%, 17.0% reallocated within David Jones' existing store footprint. This does not
represent new trading space from a WHL Group perspective.

Higher markdowns, particularly in Country Road womenswear, resulted in gross margin declining by 1.1%
to 60.9%. Operating costs were however well controlled, resulting in a 13.3% increase in operating profit, to
A$111 million.

OUTLOOK
We believe that economic conditions in South Africa & Australia will remain constrained, especially in the lower
and middle-income segments of the market. The upper-income segments in which we operate continue to show
some resilience. Trading for the first eight weeks of the new financial year has been positive.

The transformation and integration of David Jones is progressing ahead of expectations.

Any reference to future financial performance included in this statement has not been reviewed and reported
on by the company's external auditors and does not constitute an earnings forecast.

CHANGES TO THE BOARD OF DIRECTORS
Hubert Brody and Nombulelo Moholi were appointed as independent non-executive directors to the Board
in July 2014.

Patrick Allaway, an Australian national, was appointed as an independent non-executive director with effect
from 1 December 2014.

Zarina Bassa became Chairman of the Risk and Compliance Committee in February 2015 and Thina Siwendu
took over the Chairmanship of the Social and Ethics Committee from Chris Nissen who retired at the
conclusion of the Annual General Meeting (AGM) held on 26 November 2014. The Board expresses its deepest
gratitude to Chris for his contribution, pursuing in particular with passion the delivery of our transformation
strategy.

With effect from May 2015, Lord Rose assumed the role of Chairman of the Sustainability Committee; and to
comply with the JSE Listings Requirements, Tom Boardman, the Lead Independent Director, was appointed
Chairman of the Nominations Committee.

S N Susman                  I Moir
Chairman Group              Chief Executive Officer
Cape Town, 26 August 2015

DIVIDEND DECLARATION
Notice is hereby given that the directors have declared a final gross cash dividend of 150.5 cents (127.925 cents
net of dividend withholding tax) per ordinary share, bringing the total dividend for the 52 weeks ended
28 June 2015 to 247.0 cents per share. The dividend has been declared from income reserves and a dividend
withholding tax of 15% will be applicable to all shareholders who are not exempt.

The issued share capital at the declaration date is 1 040 938 812 ordinary shares.

The salient dates for the dividend will be as follows:

Last day of trade to receive a dividend          Friday, 11 September 2015
Shares commence trading "ex" dividend            Monday, 14 September 2015
Record date                                      Friday, 18 September 2015
Payment date                                     Monday, 21 September 2015

Share certificates may not be dematerialised or rematerialised between Monday, 14 September 2015 and
Friday, 18 September 2015, both days inclusive.

ANNUAL GENERAL MEETING
Shareholders are advised that the 2015 Annual General Meeting will be held at 10h00 on Monday,
30 November 2015 in the Auditorium of Woolworths House, 93 Longmarket Street, Cape Town, 8001.

Thobeka Sishuba
Group Secretary
Cape Town, 26 August 2015

GROUP STATEMENT OF COMPREHENSIVE INCOME

                                                                                                      Restated*
                                                                                          52 weeks     52 weeks
                                                                                  to 28 Jun    to 29 Jun
                                                                                              2015         2014          %
                                                                                 Notes          Rm           Rm     change
Revenue                                           58 069       39 944       45.4
Turnover and concession sales                                                      6.2      61 970       40 012       54.9
Concession sales                                                                   6.2     (5 464)        (305)       amp;gt;100
Turnover               56 506       39 707       42.3
Cost of sales                                                                               33 356       24 209       37.8
Gross profit                                                                                23 150       15 498       49.4
Other revenue                                                                                1 447          125       amp;gt;100
Expenses                                                                                    19 010       11 680       62.8
Store costs                                                                                 13 511        7 614       77.4
Other operating costs                                                                        5 499        4 066       35.2

Operating profit                                                                             5 587        3 943       41.7
Investment income                                                                              116          112        3.6
Finance costs                                                                                1 494          136       amp;gt;100
Profit before earnings from joint ventures and associate                                     4 209        3 919        7.4
Earnings from joint ventures                                                                   221          181       22.1
Earnings from associate                                                                          2            4     (50.0)
Profit before tax                      4 432        4 104        8.0
Tax                                                                                          1 312        1 114       17.8
Profit for the year                                                                          3 120        2 990        4.3
Other comprehensive income:
Amounts that may be reclassified to profit or loss
Net fair value adjustments on financial instruments, after tax                                 225        (182)
Exchange differences on translation of foreign subsidiaries                                (1 150)          177
Amounts that may not be reclassified to profit or loss
Post-retirement medical benefit liability-actuarial loss, after tax                            (6)          (6)
Other comprehensive income for the year                                                      (931)         (11)
Total comprehensive income for the year                                                      2 189        2 979
Profit attributable to:                                                                      3 120        2 990
Shareholders of the parent                                                                   3 116        2 888
Non-controlling interests                                                                        4          102
Total comprehensive income attributable to:                                                  2 189        2 979
Shareholders of the parent                                                                   2 180        2 868
Non-controlling interests                                                 9          111

Reconciliation of headline earnings
Earnings attributable to shareholders of the parent                                          3 116        2 888         7.9
BEE preference dividend                                                                         99          103       (3.9)
Basic earnings                                          3 017        2 785         8.3
Loss/(profit) on disposal of property, plant and equipment, intangible assets
and investment properties                                                                       19         (35)
Net impairment of property, plant and equipment and intangible assets                          384           16
Tax impact of adjustments                                                                    (113)            3
Headline earnings                                                                            3 307        2 769        19.4
Transaction costs                                                                              258          182
Integration and restructuring costs                   67            -
Non-recurring finance costs                                                                    164            -
Unrealised foreign exchange (gains)/losses                                                    (29)          139
Tax impact of adjustments                                                                     (16)         (72)
Adjusted headline earnings                                                                3 751        3 018        24.3
Earnings per share (cents)                                                     2 & 6.1       337.3        350.6       (3.8)
Headline earnings per share (cents)                                                          369.7        348.6         6.1
Adjusted headline earnings per share (cents)                                        419.4        379.9        10.4
Diluted earnings per share (cents)                                             2 & 6.1       334.9        346.2       (3.3)
Diluted headline earnings per share (cents)                                                  367.1        344.2         6.7
Adjusted diluted headline earnings per share (cents)                416.4        375.1        11.0
Number of shares in issue (millions)                                                         930.3        759.5        22.5
Weighted average number of shares in issue (millions)                                        894.4        794.4        12.6

* Certain comparative amounts shown do not correspond to the 2014 Annual Financial Statements and reflect adjustments
 made. Refer to note 6.

GROUP STATEMENT OF FINANCIAL POSITION
                                                                                                     Restated**
                                                                                         At 28 Jun    At 29 Jun
                                                                                              2015        2014
                                                                                 Notes          Rm           Rm
ASSETS
Non-current assets                                                                          33 174        8 192
Property, plant and equipment                                                        3      14 430        3 404
Investment properties                                         3          78          115
Intangible assets                                                                    3      15 700        2 946
Investment in associate                                                                          3            2
Investment in joint ventures                                                                   891          799
Participation in export partnerships                                                            19           30
Fair value lease adjustment                                                         12          76            -
Other loans                                                                                     55          106
Derivative financial instruments                         8          82            -
Deferred tax                                                                                 1 840          790
Current assets                                                                               8 251       14 077
Inventories                                                                                  5 881        3 436
Trade and other receivables                                                                  1 051        1 067
Derivative financial instruments                                                     8         219           23
Tax                                                                                            209            9
Cash and cash equivalents                   891        9 542
Non-current assets held for sale                                                     3          30            -
TOTAL ASSETS                                                                                41 455       22 269
EQUITY AND LIABILITIES
TOTAL EQUITY                                                                                14 297        6 952
Equity attributable to shareholders of the parent                                           14 251        6 629
Non-controlling interests                                                                       46          323
Non-current liabilities                                                                     18 072        1 918
Interest-bearing borrowings                       14 922          623
Operating lease accrual and fair value lease adjustment                             12       2 037          614
Post-retirement medical benefit liability                                                      374          349
Provisions                                                                                     197            -
Derivative financial instruments                                                     8          26            -
Deferred tax                                                                                   516          332
Current liabilities                                                                          9 086       13 399
Trade and other payables        7 699        4 625
Provisions                                                                                     738          361
Operating lease accrual and fair value lease adjustment                             12         122            -
Derivative financial instruments                                                     8          72          185
Tax                                                          259          189
Interest-bearing borrowings                                                                    196        8 039
TOTAL LIABILITIES                                                                           27 158       15 317
TOTAL EQUITY AND LIABILITIES                                                                41 455    22 269
Net asset book value - per share (cents)                                                     1 532          873
GROUP ANALYSIS
Total assets                                                                                41 455       22 269
Woolworths*                                                                                 10 812        8 986
David Jones                                                      24 139            -
Country Road Group                                                                           5 619        4 500
Woolworths Financial Services                                                                  885          794
Treasury - Cash and cash equivalents                                                             -    7 989
Inventories                                                                                  5 881        3 436
Woolworths*                                                                                  2 912        2 433
David Jones                                                                                  1 864            -
Country Road Group                                       1 105        1 003
Total liabilities                                                                           27 158       15 317
Woolworths*                                                                                  5 216        4 871
David Jones                                                                                  5 229            -
Country Road Group                                                                           1 834        2 355
Treasury - Interest-bearing borrowings                                                      14 879        8 091
Approved capital commitments                                                                 3 636       26 445
Woolworths*                       2 032        1 786
David Jones                                                                                  1 017            -
Country Road Group                                                                             587          955
Acquisition of David Jones                                                                       -       21 604
Acquisition of Country Road Group non-controlling interests                                      -        2 100

*Includes Woolworths Clothing and General Merchandise, Woolworths Food and Woolworths Logistics.
** Certain comparative amounts shown do not correspond to the 2014 Annual Financial Statements and reflect adjustments
   made. Refer to note 6.

GROUP STATEMENT OF CASH FLOWS
                                                      52 weeks     52 weeks
                                                                                         to 28 Jun    to 29 Jun
                                                                                              2015         2014
                                                                                 Notes          Rm         Rm
Cash flow from operating activities
Cash inflow from trading                                                                     8 016        5 375
Working capital movements                                                                    (657)        (407)
Cash generated by operating activities                                                       7 359        4 968
Interest income                                                                               160          104
Finance costs paid                                                                         (1 190)        (106)
Tax paid                                                                                   (1 199)      (1 047)
Cash generated by operations             5 130        3 919
Dividends received from joint ventures                                                         129           95
Dividends received from associate                                                                -           62
Dividends to ordinary shareholders                                                         (2 047)      (1 969)
Dividends to preference shareholders                                                          (99)        (103)
Net cash inflow from operating activities                                                    3 113        2 004
Cash flow from investing activities
Net investment in property, plant and equipment, intangible assets
and investment properties                                                                  (2 828)      (1 314)
Acquisition of subsidiary, net of cash acquired                                     12    (21 447)            -
Acquisition of non-controlling interests                                            13     (2 153)            -
Acquisition of franchise operations                                                  4        (68)        (396)
Other                                       69           18
Net cash outflow from investing activities                                                (26 427)      (1 692)
Cash flow from financing activities
Settlement of share-based payments through share purchase                            5       (308)         (71)
Share purchase costs          (2)          (1)
Rights issue proceeds                                                                5       9 984            -
Finance lease payments                                                                        (15)         (46)
Long-term borrowings raised                                                                 15 364           55
Short-term borrowings raised                                                       10 044            -
Borrowings repaid                                                                         (11 876)         (94)
Costs associated with debt and equity raising                                                (598)        (169)
Net cash inflow/(outflow) from financing activities                                         22 593     (326)
Decrease in cash and cash equivalents                                                        (721)         (14)
Net cash and cash equivalents at the beginning of the year                                   1 666        1 582
Effect of foreign exchange rate changes                                                       (54)           98
Net cash and cash equivalents at the end of the year                                          891        1 666
GROUP ANALYSIS
Cash inflow from trading                                                                     8 016        5 375
Woolworths                                                                                   5 168        4 329
David Jones                                                                                  1 784        -
Country Road Group                                                                           1 064        1 046
Additions to property, plant and equipment, intangible assets and investment
properties (gross)                                                                           2 891        1 939
Woolworths    1 422        1 552
David Jones                                                                                    504            -
Country Road Group                                                                             965          387

GROUP STATEMENT OF CHANGES IN EQUITY

                                               Share-                    Total   Share-                   Total
                                            holders         Non-    52 weeks  holders         Non-   52 weeks
                                               of the  controlling   to 28 Jun   of the  controlling  to 29 Jun
                                               parent    interests        2015   parent    interests       2014
                                      Notes        Rm           Rm          Rm       Rm           Rm         Rm
Shareholders' interest at the
beginning of the year                           6 629          323       6 952    5 652          285      5 937
Movements for the year:
Profit for the year                             3 116            4       3 120    2 888          102      2 990
Other comprehensive income                      (936)            5       (931)     (20)            9       (11)
Total comprehensive income
for the year                                    2 180            9       2 189    2 868          111      2 979
Shares issued                             5    10 124            -      10 124      246            -        246
Rights issue costs                        5     (421)            -       (421)        -            -          -
Settlement of share-based
payments and share
purchases                                 5     (308)            -       (308)     (60)            -       (60)
Share purchase costs                              (2)            -         (2)      (1)            -        (1)
Settlement of share-based
payments through share issue              5     (140)            -       (140)    (246)            -      (246)
Share-based payments                              202            -         202      169            -        169
Dividends to shareholders                     (2 146)            -     (2 146)  (1 999)         (73)    (2 072)
Acquisition of non-controlling
interests                                13   (1 867)        (286)     (2 153)        -            -          -
Shareholders' interest at the
end of the year                                14 251           46      14 297    6 629          323      6 952
                                                                                                       Restated
Dividend per ordinary share (cents)                                      247.0                            240.0
Dividend cover (based on headline earnings)              1.4                              1.4
Dividend per preference share (cents)                                     96.5                            240.0

SEGMENTAL ANALYSIS
                                                                                52 weeks     52 weeks
                                                                               to 28 Jun    to 29 Jun
                                                                       2015         2014         %
                                                                        Notes         Rm           Rm    change
Revenue    
Turnover                                                                          56 506       39 707      42.3
Woolworths Clothing and General Merchandise                 12 499       11 505       8.6
Woolworths Food                                                                   22 352       19 694      13.5
Woolworths Logistics                                                                 444          418       6.2
David Jones                                                                       12 130            -         -
Country Road Group                                                                 9 081        8 090      12.2
Other revenue and investment income                                                1 563          237      amp;gt;100
Woolworths Clothing and General Merchandise                                           19           18       5.6
Woolworths Food        93           73      27.4
David Jones                                                                        1 512            -         -
Country Road Group                                                                    39           55    (29.1)
Treasury                                                                             100           91       9.9
Intragroup                                             11      (200)            -         -
    
Total group                                                                       58 069       39 944      45.4
Gross profit    
Woolworths Clothing and General Merchandise                                        5 925        5 373      10.3
Woolworths Food           5 754        4 983      15.5
David Jones                                                                        5 773            -         -
Country Road Group                                                                 5 537        5 009      10.5
Intragroup                                                                 11        161          133      21.1
Total group                                                          23 150       15 498      49.4
Profit before tax-adjusted    
Woolworths Clothing and General Merchandise                                        2 095        2 029       3.3
Woolworths Food                                                                    1 580        1 259      25.5
Woolworths Financial Services                            221          181      22.1
David Jones                                                                        1 492            -         -
Country Road Group                                                                 1 042          891      16.9
Treasury                                                                         (1 160)           15    amp;lt;(100)
Total group-adjusted                                                               5 270        4 375      20.5
Adjustments                                                                        (838)        (271)
Transaction costs                                                                  (258)        (182)
Integration and restructuring costs                                                 (67)          -
Non-recurring finance costs                                                        (164)            -
Impairment of property, plant and equipment and intangible assets                  (378)            -
Unrealised foreign exchange gains/(losses)                                            29        (139)
Profit on sale of investment properties     -           50
    
Profit before tax                                                                  4 432        4 104       8.0

NOTES

1. BASIS OF PREPARATION
   These preliminary Group Annual Financial Statements comply with IAS 34 Interim Financial Reporting.

   Accounting policies used in the preliminary Group Annual Financial Statements are consistent with
   the prior year, except for the changes in accounting policy disclosed in note 7, and are the same as
   those used to prepare the 28 June 2015 Group Annual Financial Statements. They have been prepared
   in compliance with International Financial Reporting Standards (IFRS) and interpretations adopted by
   the International Accounting Standards Board (IASB), South African Institute of Chartered Accountants
   (SAICA) and the Financial Reporting Standards Committee (FRSC), and the Companies Act of South Africa.
   The preliminary Group Annual Financial Statements have been prepared under the supervision of the
   Group's Finance Director, Reeza Isaacs, CA(SA) and are the full responsibility of the directors.

2. EARNINGS PER SHARE
   The difference between earnings per share and diluted earnings per share is due to the impact of
   unexercised options under the Group's share incentive schemes. Furthermore, the weighted average
   number of shares in issue and the earnings per share measures have been restated by a factor of
   1.0477 to reflect the bonus element of the rights offer, in terms of IAS 33: Earnings per share (refer to notes
   5 and 6.1).

3. PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND
   INVESTMENT PROPERTIES
   The Group acquired property, plant and equipment at a fair value of R13 329 million (2014: R1 338 million)
   and acquired intangible assets (including goodwill and brands) at a fair value of R14 100 million
   (2014: R601 million). This included acquisitions related to business combinations (refer to notes 4 and 12).

   Investment properties amounting to R37 million were transferred to property, plant and equipment due
   to a change in use in the current year.

   Two fixed properties, amounting to R30 million, previously disclosed under property, plant and
   equipment (within the Woolworths segment) have been reclassified as non-current assets held for sale.
   These properties are subject to suspensive conditions under sale agreements. The directors consider
   the conclusion of the sales to be highly probable. At year-end, these properties are recognised at the
   lower of their carrying amounts and fair value, less costs to sell. No depreciation has been recognised
   on these properties.

4. ACQUISITION OF FRANCHISE OPERATIONS
   The Group acquired five previously franchised stores in South Africa for a total purchase consideration
   of R39 million. In the prior year, nine previously franchised stores in South Africa and 33 in the rest of
   Africa were acquired for a total purchase consideration of R425 million.
   
                                                              Jun 2015    Jun 2014
                                                                    Rm          Rm
   Fair value of assets acquired at the date of acquisition
   Property, plant and equipment                                     4          18
   Reacquired rights                                                 9          67
   Deferred tax liability                                          (3)        (19)
   Goodwill arising on acquisition                                  29         359
   Consideration       39         425
   Prior year amount paid/(accrued)                                 29        (29)
   Cash outflow                                                     68         396
   
   Goodwill of R29 million (2014: R359 million) comprises the fair value of growth and synergies expected to
   accrue from the acquisitions that does not qualify for separate recognition.
   
   From the dates of the acquisitions, R74 million of additional revenue and R17 million profit before tax has
   accrued. Had the acquisitions been effective from the beginning of the year, the directors consider that,
   on a pro forma basis, the contribution to revenue and profit before tax for the 52 weeks ended 28 June
   2015 would have been a further R2 million and R1 million respectively.

5. ISSUE AND PURCHASE OF SHARES
   167 803 572 (2014: nil) ordinary shares totalling R9 984 million were issued by way of a rights offer on
   2 October 2014. Rights offer costs of R421 million have been charged to equity.

   3 061 441 (2014: 723 060) ordinary shares at a net cost of R238 million (2014: R52 million) were purchased
   from the market and transferred to employees in terms of the Group's share incentive schemes. 1 768 311
   (2014: 4 361 450) ordinary shares totalling R140 million (2014: R246 million) were issued and allocated to
   employees.

   835 560 (2014: 288 026) ordinary shares totalling R70 million (2014: R19 million) were purchased from the
   market by Woolworths Proprietary Limited and are held as treasury shares by the Group. 2 031 491
   (2014: 1 904 651) ordinary shares totalling R43 million (2014: R46 million) were allocated to employees
   in terms of the Group's Restricted Share Plan.

6. RESTATEMENT OF COMPARATIVE FIGURES AND ADDITIONAL DISCLOSURES
   6.1  Earnings per share
        Earnings per share, dividend per share and other related share measures have been restated to
        reflect the bonus element arising from the rights offer (refer to notes 2 and 5).

   6.2  Turnover and concession sales
        Turnover and concession sales includes the sale of goods by concession operators. Turnover
        excludes concession sales on the basis that the inventory sold is owned by the concession
        operator at the time of sale. The Group's share of concession sales is recognised as Other revenue
        at the time the sale is made.

7. CHANGE IN ACCOUNTING POLICY
   The adoption of certain new standards, which became effective in the current year, has resulted in
   minor changes to accounting policies and disclosure, none of which have a material impact on the
   financial position or performance of the Group.

8. FAIR VALUE OF FINANCIAL INSTRUMENTS
   The carrying value of trade and other receivables, trade and other payables and borrowings
   approximate their fair values.

   In terms of IFRS 13: Fair value measurement, the Group's derivative financial instruments are measured
   using the fair value hierarchy and determined to be level two with inputs that are observable for the
   asset or liability, either directly or indirectly.

9. CONTINGENT LIABILITIES
   Group companies are party to legal disputes and investigations that have arisen in the ordinary course
   of business. Whilst the outcome of these matters cannot readily be foreseen, the directors do not expect
   them to have any material financial effect.

10. BORROWING FACILITIES
    Unutilised banking and debt facilities amount to R7 102 million (2014: R3 181 million). In terms of the
    Memorandum of Incorporation, the Group has unlimited borrowing powers.

11. RELATED PARTY TRANSACTIONS
    The Group entered into related party transactions, the substance of which is similar to those explained
    in the Group's 2015 Annual Financial Statements. Intragroup adjustments relate to the sale of concession
    goods between segments and supply chain distribution adjustments.

12. ACQUISITION OF DAVID JONES LIMITED
    On 1 August 2014, Woolworths Holdings Limited (WHL), through its subsidiaries, Osiris Holdings
    Proprietary Limited and Vela Investments Proprietary Limited, acquired all of the ordinary shares of
    David Jones Limited (David Jones) for a total value of A$2.1 billion (R21.4 billion).

    The acquisition was funded by cash of R10 billion, A$264 million (R2.5 billion) Australian senior debt and
    a R9.9 billion equity bridge loan. The equity bridge loan was repaid out of the proceeds of a rights offer
    completed on 2 October 2014.

    Assets acquired and liabilities assumed
    WHL has measured the identifiable assets and liabilities of David Jones at their acquisition-date fair
    values. The values are presented below:
    
                                                      Rm      A$m
    Non-current assets                          17 616    1 770
    Property, plant and equipment                 10 703    1 076
    Intangible assets                              6 042      607
    Fair value lease adjustment                       95        9
    Deferred tax assets                              776       78
    Current assets                                 2 499      251
    Inventories                       1 675      168
    Trade and other receivables                      236       24
    Tax                                              431       43
    Cash and cash equivalents                        157       16
    Non-current liabilities                        1 815      182
    Fair value lease adjustment                    1 685      169
    Provisions                     130       13
    Current liabilities                            4 489      451
    Trade and other payables                       2 986      300
    Provisions                                       233       24
    Fair value lease adjustment                      134       13
    Derivative financial instruments                   7        1
    Interest-bearing borrowings               1 129      113
    
    Total identifiable net assets at fair value   13 811    1 388
    Goodwill arising from acquisition              7 793      761
    Purchase consideration                        21 604    2 149
    Purchase consideration transferred            21 383    2 149
    Loss on hedging instrument                       221        -
    Cash and cash equivalents acquired             (157)     (16)
    Cash outflow on acquisition                   21 447    2 133
    
    Goodwill of A$760.5 million (R7.8 billion) and the David Jones brand amounting to A$583.5 million
    (R5.8 billion) have been recognised. Goodwill represents the value paid in excess of the fair value of
    net assets and consists largely of synergies and economies of scale expected from strategic initiatives.
    Transaction costs of R247 million have been expensed in the current period and are included in other
    operating costs.
    
    As a result of the acquisition, leases were determined to be either favourable or unfavourable in
    comparison to market-related rentals, and accordingly, have been disclosed separately as assets
    or liabilities on the statement of financial position. Included in the operating lease accrual and fair
    value lease adjustment are R1.5 billion non-current liabilities and R122 million current liabilities on the
    statement of financial position. These will unwind over the duration of the leases through the statement
    of comprehensive income.
    
    The Australian dollar values have been translated at the closing exchange rate at 1 August 2014 of
    A$1:R9.95.

13. ACQUISITION OF NON-CONTROLLING INTERESTS
   13.1 Country Road Limited
        The Group acquired the remaining 12.12% shares in Country Road Limited (Country Road Group) for
        a cash consideration of A$213 million (R2.1 billion). As a wholly-owned subsidiary within the Group,
        Country Road Group was delisted from the Australian Securities Exchange (ASX). The full ownership
        was a logical step to unlocking the regional synergy opportunities between David Jones and
        Country Road Group, transforming the Group into a leading southern hemisphere retailer. The
        acquisition was funded by new Australian debt facilities.

        The excess of the purchase price over the carrying value of the related non-controlling interests in
        Country Road Group totalling R1.9 billion has been charged to equity.

   13.2 Woolies (Zambia) Limited
        The Group acquired the remaining 49% shareholding in Woolies (Zambia) Limited not already
        owned by the WHL Group for a total purchase consideration of R29 million.

14. EVENTS SUBSEQUENT TO THE REPORTING DATE
    On 30 June 2015, the Group's black economic empowerment employee share ownership scheme
    reached maturity. 38 406 566 preference shares converted into 24 345 647 ordinary shares based on the
    five-day volume weighted WHL share price of R98.855. Settlements to scheme participants were made
    in August 2015.

15. APPROVAL OF PRELIMINARY GROUP ANNUAL FINANCIAL STATEMENTS
    The preliminary Group Annual Financial Statements were approved by the Board of Directors
    on 26 August 2015.

16. AUDIT OPINION
    These preliminary Group Annual Financial Statements have not been audited but have been correctly
    extracted from the audited Group Annual Financial Statements, upon which EY have issued an
    unqualified report, that is available for inspection at the company's registered office.

DIRECTORATE AND STATUTORY INFORMATION

Non-executive Directors
Simon Susman (Chairman), Patrick Allaway (Australian), Peter Bacon (British), Zarina Bassa, 
Tom Boardman (Lead Independent Director), Hubert Brody, Andrew Higginson (British), Mike Leeming, 
Nombulelo Moholi, Lord Rose (British), Thina Siwendu

Executive Directors
Ian Moir (Group Chief Executive Officer) (Australian), Reeza Isaacs, Sam Ngumeni, Zyda Rylands

Group Secretary
Thobeka Sishuba

Share Code
WHL

ISIN
ZAE000063863

Registered Address
Woolworths House, 93 Longmarket Street, Cape Town, 8001
PO Box 680, Cape Town, 8000

Registration Number
1929/001986/06
Tax number
9300/149/71/4

JSE Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Transfer Secretaries
Computershare Investor Services (Proprietary) Limited
70 Marshall Street, Johannesburg, 2001
Date: 27/08/2015 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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