2017/08/24
WHLE - WOOLWORTHS HOLDINGS LIMITED - Audited group results for the 52 weeks ended 25 June 2017, cash dividend declaration and board changes [JSE Securities Exchange - SENS]
 
Audited group results for the 52 weeks ended 25 June 2017, cash dividend declaration and board changes

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')

PRELIMINARY AUDITED GROUP RESULTS FOR THE 52 WEEKS ENDED 25 JUNE 2017, 
CASH DIVIDEND DECLARATION AND CHANGES TO THE BOARD OF DIRECTORS

HIGHLIGHTS
Turnover and concession sales:                       +3.0% to R74.3 billion
Earnings per share:                                  +24.8% to 566.7 cps
Headline earnings per share:                         -7.6% to 420.9 cps
Adjusted diluted headline earnings per share:        -7.9% to 417.7 cps
Total dividend per share:                            Maintained at 313.0 cps
Return on equity:                                    20.8% from 25.6%

COMMENTARY

Group sales for the 52 weeks ended 25 June 2017 increased
by 3.0% to R74.3 billion. Growth in the second half was
impacted by increasingly difficult trading conditions in both
South Africa, heightened in the second half of the year
by political uncertainty, and in Australia, by weaker consumer
confidence.

Earnings per share, which includes the A$172.6 million
(R1 762 million) profit on disposal by David Jones of its Market
Street property in Sydney, increased by 24.8%. Headline
earnings per share (HEPS) and adjusted diluted HEPS, which
exclude the profit on disposal of assets as well as certain
other once-off items, declined by 7.6% and 7.9% respectively.

WOOLWORTHS

FOOD

Food sales increased by 8.6%, with growth well above the
market throughout the period. Comparable store sales grew
by 4.6%. Average price movement for the year was 8.4%.
Lower food inflation into the second half of the
year saw the return of increasingly positive volume growth.
Retail space also grew by a net 7.6% with the roll out of a net
11 new stores.

Gross profit increased by 6.7%, despite gross margin decreasing by 
40 bps to 25.1%, as we continued to focus on price competitiveness.
Store costs increased by 9.3% as a result of the new space, 
although cost growth in comparable stores was limited to 2.8%. 
Other operating costs were 1.2% lower than last year. 
Adjusted operating profit increased by 8.3% to R1 977 million.

CLOTHING AND GENERAL MERCHANDISE

Clothing and General Merchandise sales increased by 1.4%,
with price movement of 6.6%, whilst sales in comparable stores
declined by 0.9%. Retail space grew by a net 2.0%. Despite the
difficult trading conditions, we traded ahead of most other
apparel retailers and continued to build our fashion credibility
with a segmented, brand-directed customer experience. We are in the
process of rolling out our new beauty offering that will bring
international brands such as Chanel and Estee Lauder into our
stores for the first time.

Gross profit margin declined by 40 bps to 47.9%, impacted by
higher markdowns, as market conditions worsened. Given the
weaker sales environment, store costs were well controlled,
increasing by 5.8%, with comparable store cost growth
contained to 1.9%. Other operating costs were also well
controlled, decreasing by 0.2%. Adjusted operating profit
declined by 6.0% to R2 167 million.

WOOLWORTHS FINANCIAL SERVICES (WFS)

The Woolworths Financial Services debtors book grew by
3.3%, reflecting the tight credit environment and the impact
of new credit affordability assessment regulations on
both new and existing customer growth. The impairment rate
for the 12 months ended 30 June 2017 was an industry - leading 
rate of 6.3% (2016: 5.7%).

DAVID JONES

David Jones sales increased by 1.0% in Australian dollar terms,
with the termination of the Dick Smith electronics concession
negatively impacting growth by 1.0%. Sales in comparable stores
(excluding the impact of Dick Smith) declined by 0.7%.
Retail space declined by a net 0.8%. Sales growth slowed
in the second half, as consumer sentiment worsened,
although our share of the department store and specialty
market grew marginally.

Gross profit margin declined by 90 bps to 37.0%, as a result
of higher markdowns in the promotion-driven environment.
Store costs (which included the impact of three new stores) 
increased by 3.7%, whilst total expenses increased by 5.6%, reflecting 
the investment in transformational initiatives. Adjusted operating
profit declined by 25.3% to A$127 million, while adjusted profit
before tax was 26.2% lower at A$124 million.

We have continued to drive the transformation of David Jones
and have achieved significant milestones on numerous key initiatives, 
including the launch of a new Customer Relationship Management
programme, new Merchandise and Inventory Management
systems and the opening of a new David Jones Food concept
in Bondi Junction, Sydney.

COUNTRY ROAD GROUP

Country Road Group sales increased by 5.1% in Australian
dollar terms and showed a marked improvement in the second
half, including the newly-acquired Politix business, which added 
3.7% to growth. Sales in comparable stores declined by 0.4% and 
retail space declined by a net 1.9%. Country Road's above-market 
performance reflects the changes we have made to the business over 
the past 18 months and the ongoing improvements to ranges
during the year. 

Gross profit margin increased by 90 bps to 60.3%, as a result of
sourcing gains and lower markdowns from better sell through
of the improved ranges. Costs, including those of Politix,
increased by 7.7%. Adjusted operating profit increased by
1.0% to A$98 million, whilst adjusted profit before tax was flat
on last year at A$95 million.

OUTLOOK

Market conditions in the year ahead are likely to be constrained by
the same economic and political conditions that impacted our performance
during the year under review. We will also continue to see more structural 
change in both South Africa and Australia. We will continue to invest in 
various transformational initiatives (most notably in David Jones) and remain 
confident that our strategies will deliver future - fit businesses capable of 
long-term profitable growth. We expect our food and clothing businesses in both 
South Africa and Australia to continue to outperform their respective markets.

Trading for the first eight weeks of the new financial year
indicates no change to the recent conditions described above.

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

CHANGES TO THE BOARD OF DIRECTORS

As announced on the JSE Stock Exchange News Service on
22 May 2017, John Dixon was appointed as an Executive
Director of the company, with effect from 18 May 2017. The
Board further confirms the appointment of Nombulelo Moholi
as a member of the Sustainability Committee, with effect from
18 May 2017.

After serving over 11 years as a Non-executive Director,
member of the Audit and Remuneration Committees, and
trustee of the Woolworths Holdings Share Trust ('Trust'),
Peter Bacon will retire from the Board and Trust at the
conclusion of the November 2017 Annual General Meeting.
His contribution to the Group has been significant and the
Board expresses its gratitude to Peter and wishes him well
in his future endeavours.

S N Susman                     I Moir
Chairman                       Group Chief Executive Officer

Cape Town, 23 August 2017

DIVIDEND DECLARATION

Notice is hereby given that the Board of Directors have declared a final gross cash dividend per ordinary share (dividend)
of 180.0 cents (144.0 cents net of dividend withholding tax), thereby maintaining the total dividend for the 52 weeks ended 25 June 2017
to 313.0 cents, in line with last year. The dividend has been declared from income reserves and
therefore does not constitute a distribution of 'contributed tax capital' as defined in the Income Tax Act, 58 of 1962. A dividend
withholding tax of 20% will be applicable to all shareholders who are not exempt.

The issued share capital at the declaration date is 1 047 847 794 ordinary shares.

The salient dates for the dividend will be as follows:

Last day of trade to receive a dividend                    Tuesday, 12 September 2017
Shares commence trading 'ex' dividend                      Wednesday, 13 September 2017
Record date                                                Friday, 15 September 2017
Payment date                                               Monday, 18 September 2017

Share certificates may not be dematerialised or rematerialised between Wednesday, 13 September 2017 and Friday,
15 September 2017, both days inclusive. Ordinary shareholders who hold dematerialised shares will have their accounts
at their CSDP or broker credited or updated on Monday, 18 September 2017. Where applicable, dividends in respect of
certificated shares will be transferred electronically to shareholders' bank accounts on the payment date. In the absence
of specific mandates, dividend cheques will be posted to shareholders.

Chantel Reddiar
Group Company Secretary
Cape Town, 23 August 2017

PRELIMINARY AUDITED GROUP RESULTS
GROUP STATEMENT OF COMPREHENSIVE INCOME
                                                                                        52 weeks      52 weeks
                                                                                       to 25 Jun     to 26 Jun
                                                                                            2017          2016           %
                                                                              Notes           Rm            Rm      change
Revenue                                                                                   69 451        66 978         3.7
Turnover and concession sales                                                             74 273        72 137         3.0
Concession sales                                                                         (6 862)       (7 133)       (3.8)
Turnover                                                                                  67 411        65 004         3.7
Cost of sales                                                                             40 739        38 618         5.5
Gross profit                                                                              26 672        26 386         1.1
Other revenue                                                                              1 944         1 926         0.9
Expenses                                                                                  22 410        21 343         5.0
Store costs                                                                               16 233        15 640         3.8
Other operating costs                                                                      6 177         5 703         8.3
Operating profit                                                                           6 206         6 969      (10.9)
Profit on sale of property in Sydney, net of impairment                                    1 420             -           -
Profit on sale of property                                                        3        1 762             -           -
Impairment due to sale of property                                                           342             -           -
Investment income                                                                             96            48        >100
Finance costs                                                                              1 256         1 234         1.8
Profit before earnings from joint ventures and associate                                   6 466         5 783        11.8
Earnings from joint ventures                                                                 260           249         4.4
Earnings from associate                                                                        -             1     (100.0)
Profit before tax                                                                          6 726         6 033        11.5
Tax                                                                                        1 278         1 680      (23.9)
Profit for the year                                                                        5 448         4 353        25.2
Other comprehensive income:
Amounts that may be reclassified to profit or loss
Fair value adjustments on financial instruments, after tax                                 (123)         (104)
Exchange differences on translation of foreign subsidiaries                              (3 087)         3 748
Amounts that may not be reclassified to profit or loss
Post-retirement medical benefit liability-actuarial gain, after tax                           15             7
Other comprehensive income for the year                                                  (3 195)         3 651
Total comprehensive income for the year                                                    2 253         8 004
Profit attributable to:                                                                    5 448         4 353
Shareholders of the parent                                                                 5 446         4 344
Non-controlling interests                                                                      2             9
Total comprehensive income attributable to:                                                2 253         8 004
Shareholders of the parent                                                                 2 251         7 988
Non-controlling interests                                                                      2            16
Reconciliation of headline earnings
Basic earnings attributable to shareholders of the parent                                  5 446         4 344        25.4
Net (profit)/loss on disposal of property, plant and equipment and intangible assets     (1 752)            22
Profit on disposal of associate                                                                -           (7)
Impairment of property, plant and equipment and intangible assets                            382             7
Tax impact of adjustments                                                                   (31)           (8)
Headline earnings                                                                          4 045         4 358       (7.2)
Unrealised foreign exchange (gains)/losses                                                  (11)            13
Transaction, relocation and swap close-out costs                                             226             -
Tax impact of adjustments                                                                   (60)           (4)
Tax base adjustments on David Jones assets at acquisition                                  (164)             -
Adjusted headline earnings                                                                 4 036         4 367       (7.6)
Earnings per share (cents)                                                        2        566.7         454.2        24.8
Headline earnings per share (cents)                                                        420.9         455.6       (7.6)
Adjusted headline earnings per share (cents)                                               420.0         456.6       (8.0)
Diluted earnings per share (cents)                                                2        563.7         451.0        25.0
Diluted headline earnings per share (cents)                                                418.7         452.5       (7.5)
Adjusted diluted headline earnings per share (cents)                                       417.7         453.4       (7.9)
Number of shares in issue (millions)                                                       961.7         960.1         0.2
Weighted average number of shares in issue (millions)                                      961.0         956.5         0.5

PRELIMINARY AUDITED GROUP RESULTS
GROUP STATEMENT OF FINANCIAL POSITION
                                                                                                  Restated**    Restated**
                                                                                              At          At            At
                                                                                          25 Jun      26 Jun        28 Jun
                                                                                            2017        2016          2015
                                                                                 Notes        Rm          Rm            Rm
ASSETS
Non-current assets                                                                        34 706      37 978        33 736
Property, plant and equipment                                                        3    13 846      15 324        14 430
Investment properties                                                                3         -          78            78
Intangible assets                                                                    3    19 595      21 136        17 502
Investment in joint ventures and associate                                                 1 015         978           894
Participation in export partnerships                                                           -           8            19
Fair value lease adjustment                                                                   65          83            76
Other loans                                                                                   42          41            55
Derivative financial instruments                                                     6         3          72            82
Deferred tax                                                                                 140         258           600
Current assets                                                                            10 287      10 340         8 251
Inventories                                                                                6 990       7 117         5 881
Trade and other receivables                                                                1 218       1 312         1 051
Derivative financial instruments                                                     6        40          90           219
Tax                                                                                          252         296           209
Cash and cash equivalents                                                                  1 787       1 525           891
Non-current assets held for sale                                                     3         -       2 049            30
TOTAL ASSETS                                                                              44 993      50 367        42 017
EQUITY AND LIABILITIES
TOTAL EQUITY                                                                              19 066      19 853        14 297
Equity attributable to shareholders of the parent                                         19 038      19 826        14 251
Non-controlling interests                                                                     28          27            46
Non-current liabilities                                                                   15 336      19 536        18 634
Interest-bearing borrowings                                                               12 137      15 703        14 922
Operating lease accrual and fair value lease adjustment                                    1 980       2 264         2 037
Post-retirement medical benefit liability                                                    386         387           374
Provisions                                                                                   156         187           197
Derivative financial instruments                                                     6        19          12            26
Deferred tax                                                                                 658         983         1 078
Current liabilities                                                                       10 591      10 978         9 086
Trade and other payables                                                                   8 262       9 107         7 699
Provisions                                                                                   825         863           738
Operating lease accrual and fair value lease adjustment                                      114         135           122
Derivative financial instruments                                                     6       176         265            72
Tax                                                                                           26         393           259
Overdrafts and interest-bearing borrowings                                                 1 188         215           196
TOTAL LIABILITIES                                                                         25 927      30 514        27 720
TOTAL EQUITY AND LIABILITIES                                                              44 993      50 367        42 017
Net asset book value - per share (cents)                                                   1 980       2 065         1 532
GROUP ANALYSIS
Total assets                                                                              44 993      50 367        42 017
Woolworths*                                                                               12 680      12 246        11 013
David Jones                                                                               24 217      29 658        24 235
Country Road Group                                                                         7 044       7 471         5 832
Woolworths Financial Services                                                              1 007         971           885
Treasury                                                                                      45          21            52
Inventories                                                                                6 990       7 117         5 881
Woolworths*                                                                                3 550       3 279         2 912
David Jones                                                                                2 191       2 345         1 864
Country Road Group                                                                         1 249       1 493         1 105
Total liabilities                                                                         25 927      30 514        27 720
Woolworths*                                                                                5 893       5 672         5 216
David Jones                                                                                6 703       7 504         5 791
Country Road Group                                                                         1 586       1 857         1 834
Treasury                                                                                  11 745      15 481        14 879
Approved capital commitments                                                               4 697       3 902         3 636
Woolworths*                                                                                2 035       2 066         2 032
David Jones                                                                                2 157       1 330         1 017
Country Road Group                                                                           505         506           587

*  Includes Woolworths Clothing and General Merchandise, Woolworths Food and Woolworths Logistics.
** Certain comparative amounts shown do not correspond to the 2016 Annual Financial Statements and reflect adjustments made. Refer to note 5.

PRELIMINARY AUDITED GROUP RESULTS
GROUP STATEMENT OF CASH FLOWS
                                                                                                      52 weeks    52 weeks
                                                                                                     to 25 Jun   to 26 Jun
                                                                                                          2017        2016
                                                                                             Notes          Rm          Rm
Cash flow from operating activities
Cash inflow from trading                                                                                 8 177       8 940
Working capital movements                                                                                (615)       (311)
Cash generated by operating activities                                                                   7 562       8 629
Investment income received                                                                                  96          40
Finance costs paid                                                                                     (1 216)     (1 168)
Tax paid                                                                                               (1 701)     (1 536)
Cash generated by operations                                                                             4 741       5 965
Dividends received from joint ventures                                                                     223         162
Dividends received from associate                                                                            -           7
Dividends to ordinary shareholders                                                                     (3 015)     (2 464)
Net cash inflow from operating activities                                                                1 949       3 670
Cash flow from investing activities
Net investment in property, plant and equipment, intangible assets and investment
properties                                                                                             (2 552)     (2 829)
Proceeds on disposal of property in Sydney                                                               3 677           -
Acquisition of subsidiary, net of cash acquired                                                 10       (711)           -
Other                                                                                                        8          20
Net cash inflow/(outflow) from investing activities                                                        422     (2 809)
Cash flow from financing activities
Settlement of share-based payments through share purchase                                        4        (39)        (34)
Share purchase costs                                                                                       (2)         (1)
Finance lease payments                                                                                    (14)        (12)
Borrowings raised                                                                                        1 900         190
Borrowings repaid                                                                                      (3 852)       (384)
Acquisition of non-controlling interests in subsidiaries                                                     -        (85)
Net cash outflow from financing activities                                                             (2 007)       (326)
Increase in cash and cash equivalents                                                                      364         535
Net cash and cash equivalents at the beginning of the year                                               1 497         891
Effect of foreign exchange rate changes                                                                  (100)          71
Net cash and cash equivalents at the end of the year                                                     1 761       1 497
GROUP ANALYSIS
Cash generated by operating activities                                                                   7 562       8 629
Woolworths                                                                                               5 050       4 906
David Jones                                                                                              1 075       2 508
Country Road Group                                                                                       1 437       1 215
Additions to property, plant and equipment, intangible assets and
investment properties (gross)                                                                            3 344       2 825
Woolworths                                                                                               1 244       1 186
David Jones                                                                                                996       1 093
Country Road Group                                                                                         336         546
Country Road Group - Politix acquisition                                                                   768           -

PRELIMINARY AUDITED GROUP RESULTS
GROUP STATEMENT OF CHANGES IN EQUITY
                                                                              Total                                  Total
                                                   Share-         Non-     52 weeks        Share-         Non-    52 weeks
                                               holders of  controlling    to 25 Jun    holders of  controlling   to 26 Jun
                                               the parent    interests         2017    the parent    interests        2016
                                       Notes           Rm           Rm           Rm            Rm           Rm          Rm
Shareholders' interest at
the beginning of the year                          19 826           27       19 853        14 251           46      14 297
Movements for the year:
Profit for the year                                 5 446            2        5 448         4 344            9       4 353
Other comprehensive income                        (3 195)            -      (3 195)         3 644            7       3 651
Total comprehensive income
for the year                                        2 251            2        2 253         7 988           16       8 004
Shares issued, net of costs                4          138            -          138         2 849            -       2 849
Share-based payments, including
settlements and costs                               (163)            -        (163)       (2 534)            -     (2 534)
Dividends to ordinary
shareholders                                      (3 014)          (1)      (3 015)       (2 716)            -     (2 716)
Acquisition of non-controlling
interests                                               -            -            -          (12)         (35)        (47)
Shareholders' interest
at the end of the year                             19 038           28       19 066        19 826           27      19 853
Dividend per ordinary share (cents)                                           313.0                                  313.0
Dividend cover (based on headline earnings)                                    1.34                                   1.45

PRELIMINARY AUDITED GROUP RESULTS
SEGMENTAL ANALYSIS
                                                                                          52 weeks     52 weeks
                                                                                         to 25 Jun    to 26 Jun
                                                                                              2017         2016          %
                                                                                 Notes          Rm           Rm     change
REVENUE
Turnover                                                                                    67 411       65 004        3.7
Woolworths Clothing and General Merchandise                                                 13 894       13 701        1.4
Woolworths Food                                                                             27 075       24 956        8.5
Woolworths Logistics                                                                           597          515       15.9
David Jones                                                                                 15 030       15 185      (1.0)
Country Road Group                                                                          10 815       10 647        1.6
Other revenue and investment income                                                          2 040        1 974        3.3
Woolworths Clothing and General Merchandise                                                     19           27     (29.6)
Woolworths Food                                                                                124          115        7.8
David Jones                                                                                  2 139        2 112        1.3
Country Road Group                                                                              52           43       20.9
Treasury                                                                                        69           28       >100
Intragroup                                                                           9       (363)        (351)        3.4
Total Group                                                                                 69 451       66 978        3.7
GROSS PROFIT
Woolworths Clothing and General Merchandise                                                  6 650        6 616        0.5
Woolworths Food                                                                              6 794        6 370        6.7
David Jones                                                                                  6 506        6 902      (5.7)
Country Road Group                                                                           6 520        6 313        3.3
Intragroup                                                                           9         202          185        9.2
Total Group                                                                                 26 672       26 386        1.1
PROFIT BEFORE TAX
Woolworths Clothing and General Merchandise                                                  2 168        2 306      (6.0)
Woolworths Food                                                                              1 977        1 826        8.3
Woolworths Financial Services                                                                  259          248        4.4
David Jones                                                                                  1 279        1 814     (29.5)
Country Road Group                                                                             958        1 016      (5.7)
Treasury                                                                                   (1 096)      (1 164)      (5.8)
Total Group - adjusted                                                                       5 545        6 046      (8.3)
Adjustments                                                                                  1 181         (13)
Unrealised foreign exchange gains/(losses)                                                      11         (13)
Transaction, relocation, write-down and swap close-out costs                                 (250)            -
Profit on sale of property in Sydney                                                         1 762            -
Impairment due to sale of property                                                           (342)            -
Total Group                                                                                  6 726        6 033       11.5
Woolworths Clothing and General Merchandise                                                  2 177        2 295      (5.1)
Woolworths Food                                                                              1 979        1 824        8.5
Woolworths Financial Services                                                                  259          248        4.4
David Jones                                                                                  2 502        1 814       37.9
Country Road Group                                                                             939        1 016      (7.6)
Treasury                                                                                   (1 130)      (1 164)      (2.9)

NOTES

1.   STATEMENT OF COMPLIANCE AND BASIS OF PREPARATION
     The preliminary Group Annual Financial Statements have been prepared in accordance with International Financial
     Reporting Standards (IFRS) and interpretations adopted by the International Accounting Standards Board (IASB), IAS 34:
     Interim Financial Reporting, the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides as
     issued by the Accounting Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards
     Council (FRSC), the requirements of the Companies Act of South Africa and the JSE Limited Listings Requirements.

     The preliminary Group Annual Financial Statements have been prepared under the supervision of the Group Finance
     Director, Reeza Isaacs CA(SA), and are the full responsibility of the directors.

     Accounting policies applied in the preparation of these preliminary Group Annual Financial Statements are consistent with
     those applied in the preparation of the Group Annual Financial Statements for the 52-week period ended 25 June 2017,
     and are consistent with the prior year, except for the changes in accounting policy disclosed in note 5. The preliminary
     Group Annual Financial Statements have been prepared on the historical cost and going concern bases, except where
     otherwise indicated. The presentation and functional currency is the South African rand, rounded to the nearest million,
     except where otherwise indicated.

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 (refer to note 4).

3.   PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND INVESTMENT PROPERTIES
     The Group acquired property, plant and equipment at a fair value of R1 962 million (2016: R2 347 million) and acquired
     intangible assets at a fair value of R1 382 million (2016: R478 million). This included acquisitions related to business
     combinations (refer to note 10).

     The Market Street building in Sydney, Australia, with a carrying value of R2 049 million (A$182.0 million), and previously
     reclassified as a non-current asset held for sale, was disposed of in the year. This disposal resulted in a profit on sale
     of R1 762 million (A$172.6 million).

     The investment property, amounting to R78 million, has been transferred to property, plant and equipment due to a
     change in use.

4.   ISSUE AND PURCHASE OF SHARES
     1 820 950 (2016: 2 167 167 ) ordinary shares totalling R138 million (2016: R183 million) were issued and allocated to employees
     in terms of the Group's share incentive schemes.

     489 382 (2016: 362 215) ordinary shares totalling R39 million (2016: R34 million) were purchased from the market by
     Woolworths Proprietary Limited for the purposes of share incentive schemes and are held as treasury shares by the
     Group. 277 228 (2016: 685 540) ordinary shares totalling R18 million (2016: R33 million) were allocated to employees in terms
     of the Group's Restricted Share Plan.

     In the prior year, 24 361 954 ordinary shares totalling R2 414 million were issued and allocated to employees in terms
     of the Group's Black Economic Empowerment Employee Share Ownership Scheme, which reached maturity on
     30 June 2015, and 2 920 865 ordinary shares totalling R252 million were issued and allocated to shareholders in terms
     of the scrip distribution alternative.

5.   CHANGE IN ACCOUNTING POLICY
     Historically, the Group has assessed deferred tax on indefinite life intangible assets using the assumption that the value
     will be recovered through sale, rather than use, as these assets are not amortised.

     In November 2016, the IFRS Interpretations Committee (IFRIC) issued a final agenda decision, clarifying that an intangible
     asset with an indefinite useful life is subject to consumption and therefore not a non-depreciable asset in terms of
     paragraph 51B of IAS 12: Income Taxes. IFRIC, therefore, concluded that the assumption of sale could not be presumed in
     calculating the deferred tax liability on an intangible asset.

     As a consequence of this decision, the Group has amended its accounting policy to comply with the revised guidance.
     The impact of the restatement is to increase goodwill by R2 171 million (A$193 million) as at 26 June 2016, and by
     R1 802 million (A$193 million) as at 28 June 2015, with a corresponding credit to deferred tax, split as follows:

                                                      2016                                       2015
                                                       Deferred        Deferred                    Deferred       Deferred
                                                            tax             tax                         tax            tax
                                        Goodwill         assets     liabilities      Goodwill        assets    liabilities
                                              Rm             Rm              Rm            Rm            Rm             Rm
     David Jones                           1 971          1 001             970         1 637         1 074            562
     Country Road                            200            193               7           165           166              -
     Total                                 2 171          1 194             977         1 802         1 240            562

     The adoption of other 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.

6.   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 at fair value and
     determined to be level two under the fair value hierarchy, using inputs that are observable for the asset or liability, either
     directly or indirectly.

7.   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.

8.   BORROWING FACILITIES
     Unutilised banking and debt facilities amount to R11 833 million (2016: R9 217 million) as follows:

                                                                                                       2017           2016
                                                                                                         Rm             Rm
     Committed                                                                                       11 033          8 417
     Uncommitted                                                                                        800            800
     Total                                                                                           11 833          9 217

     In terms of the Memorandum of Incorporation, the Group has unlimited borrowing powers.

9.   RELATED-PARTY TRANSACTIONS
     The Group entered into related-party transactions, the substance of which is disclosed in the Group's 2017 Annual
     Financial Statements. Intragroup adjustments relate to the sale of concession goods between segments and supply chain
     distribution adjustments.

10.  ACQUISITION OF POLITIX
     On 7 November 2016, Woolworths Holdings Limited (WHL), through its subsidiary, Country Road Group Proprietary Limited
     (CRG), acquired 100% of the net assets of Politix for a total value of R711 million (A$68.7 million). The acquisition was funded
     through internal sources.

     The acquisition is consistent with the Group's southern hemisphere strategy of building a strong and diversified portfolio
     of iconic brands. Politix will add to the Group's existing Australian stable that already includes David Jones, Country Road,
     Witchery, Trenery and Mimco.

     Assets acquired and liabilities assumed
     WHL has measured the identifiable assets and liabilities of Politix at their acquisition-date fair values. The provisional
     values are presented below:
                                                                                                               Rm      A$m
     Non-current assets                                                                                       255       25
     Property, plant and equipment                                                                             48        5
     Intangible assets                                                                                        207       20
     Current assets                                                                                            42        4
     Inventories                                                                                               34        3
     Trade and other receivables                                                                                8        1
     Non-current liabilities                                                                                   69        7
     Fair value lease adjustment                                                                                7        1
     Deferred tax                                                                                              62        6
     Current liabilities                                                                                       30        3
     Trade and other payables                                                                                  12        1
     Provisions                                                                                                18        2
     Total identifiable net assets at fair value                                                              198       19
     Goodwill arising on acquisition                                                                          513       50
     Cash outflow on acquisition                                                                              711       69

     Goodwill of R513 million (A$49.6 million) and the Politix brand amounting to R207 million (A$20.0 million) have been recognised.
     Goodwill is R98 million (A$9.4 million) higher than previously reported, due to remeasurement of assets and liabilities from
     acquisition-date fair values, and a change in accounting policy (refer to note 5). The brand was remeasured, and the fair
     value is R21 million (A$2.0 million) lower than previously reported. 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 R19 million (A$1.8 million) have been expensed in the current year and are included in other operating costs.

     From the date of acquisition, R366 million (A$36.3 million) of additional revenue and R24 million (A$2.4 million) profit before tax
     has accrued. Had the acquisition been effective from the beginning of the year, the directors consider that the contribution to revenue 
     and profit before tax for the 52 weeks ended 25 June 2017, would have been a further R220 million (A$21.4 million) and R14 million 
     (A$1.4 million) respectively.

     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. These will unwind over the duration of the leases through the statement of comprehensive income.

     The fair values are provisional and are subject to further review for a period of up to one year from acquisition date.
     
     The Australian dollar values have been translated at the closing exchange rate at 7 November 2016 of A$1:R10.3.

11.  EVENTS SUBSEQUENT TO THE REPORTING DATE
     No event material to the understanding of these preliminary Group Annual Financial Statements has occurred between
     the end of the financial year and the date of approval.

12.  APPROVAL OF PRELIMINARY GROUP FINANCIAL STATEMENTS
     The preliminary Group Annual Financial Statements were approved by the Board of Directors on 23 August 2017.

13.  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 audit opinion. The auditor's report
     does not necessarily report on all the information contained in this announcement. Shareholders are therefore advised that,
     in order to obtain a full understanding of the nature of the auditor's engagement, they should obtain a copy of the auditor's
     report together with the accompanying financial information from the company's registered office.

DIRECTORATE AND STATUTORY INFORMATION

NON-EXECUTIVE DIRECTORS                                         REGISTERED ADDRESS
Simon Susman (Chairman), Patrick Allaway (Australian),          Woolworths House, 93 Longmarket Street,
Peter Bacon (British), Zarina Bassa,                            Cape Town, 8001
Tom Boardman (Lead Independent Director),                       PO Box 680, Cape Town, 8000
Hubert Brody, Andrew Higginson (British),
Gail Kelly (Australian), Lord Rose (British),                   REGISTRATION NUMBER
Nombulelo Moholi                                                1929/001986/06

EXECUTIVE DIRECTORS                                             TAX NUMBER
Ian Moir (Group Chief Executive Officer) (Australian),          9300/149/71/4
John Dixon (British), Reeza Isaacs, Sam Ngumeni, Zyda Rylands   
                                                                JSE SPONSOR
GROUP COMPANY SECRETARY                                         Rand Merchant Bank (A division of FirstRand Bank Limited)
Chantel Reddiar                                                 
                                                                TRANSFER SECRETARIES
JSE SHARE CODE                                                  Computershare Investor Services Proprietary Limited
WHL                                                             15 Biermann Avenue, Rosebank, 2196

ISIN
ZAE000063863

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