WOWOW - WOOLWORTHS HOLDINGS LIMITED - Notice in terms of section 45(5) of the Companies Act no. 71 of 2008 [JSE Securities Exchange - SENS]
Notice in terms of section 45(5) of the Companies Act no. 71 of 2008

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


At the Annual General Meeting of the company held on 30 November 2015, 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 of the company.

Section 45(5) of the Companies Act requires a company to provide written notice to its
shareholders on 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

In accordance with section 45(5) of the Companies Act, shareholders are hereby advised that the
company's Board of Directors adopted resolutions on 24 June 2016 in terms of which the
company is authorised to provide financial assistance to its wholly owned subsidiary, Woolworths
Proprietary Limited, as envisaged in section 45 of the Companies Act.

Prior to the Board of Directors authorising the aforementioned financial assistance, it satisfied
itself, in accordance with section 45 of the Companies Act, that:

1. immediately after providing the aforementioned financial assistance, the c ompany will
   satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act; and

2. the terms under which the aforementioned financial assistance is proposed to be given are fair
   and reasonable to the company 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.

Cape Town
30 June 2016

RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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