David Jones : DJS - Chairman's Letter to Shareholders - WHL Proposal

18 June 2014

The Manager

Company Announcements Platform

ASX Limited

Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

Dear Sir/ Madam

We advise that David Jones (ASX: DJS) has today sent the attached letter to Shareholders regarding the above.

Yours sincerely,

Susan Leppinus Company Secretary David Jones Limited

David Jones Limited A.C.N. 000 074 573

A.B.N. 75 000 074 573

18 June 2014
Dear shareholder,

On 9 April 2014 the Board of David Jones Limited (David Jones) announced that South African based retail group, Woolworths Holdings Limited has offered to buy all of the issued shares of David Jones at a price of A$4.00 cash per share by way of a Scheme of Arrangement ("Woolworths Proposal").
By now you should have received a David Jones Scheme Booklet setting out the details of the Woolworths Proposal and next steps for you as a shareholder. The Woolworths Proposal requires the approval of both David Jones' and Woolworths' shareholders. David Jones shareholders will have the opportunity to vote on the Woolworths Proposal at the Scheme Meeting to be held on 30 June 2014 at The Wesley Centre, 220 Pitt Street Sydney. For further details on how to vote please refer to the "How to Vote" section on page 2 of this letter.
As at the date of this letter, Woolworths has obtained approval from its shareholders to proceed with its proposed acquisition of David Jones, as well as the approval of the Australian Foreign Investment Review Board and The South African Reserve Bank. The Woolworths Proposal remains subject to approval by David Jones shareholders and the Federal Court.
Woolworths' Proposal to pay David Jones shareholders A$4.00 cash per share represents a substantial premium to the David Jones share price prior to the Woolworths offer.
The Board of David Jones engaged an Independent Expert, Grant Samuel & Associates Pty Limited, to review the Woolworths Proposal. A copy of the Independent Expert's Report is included in the Scheme Booklet sent to you. The Independent Expert has concluded that in the absence of a superior proposal the Woolworths Proposal is fair and reasonable and in the best interests of David Jones Shareholders. The Independent Expert has assessed the full underlying value of David Jones as between A$3.73 and A$4.14 per share. The Woolworths Proposal of A$4.00 cash per David Jones share is well within this range.
Importantly the Independent Expert has stated in its report that "in the absence of the Woolworths Offer or any alternative offer …….it is likely that, under current market conditions, David Jones shares would trade at prices well below $4.00."

David Jones Limited A.C.N. 000 074 573

A.B.N. 75 000 074 573

If you have already voted and do not wish to change your vote, you do not need to take any action. If you have not yet voted, or have submitted a proxy but wish to change your vote, then for your convenience we have enclosed an additional proxy form. You may either complete and return the enclosed proxy form, or otherwise vote as explained below.
You should read the Scheme Booklet before deciding how to vote.

 In person, by attending the Scheme Meeting at the Wesley Conference Centre, 220 Pitt

Street, Sydney at 10:00am on Monday, 30 June 2014;

 By appointing a proxy or attorney to attend the Scheme Meeting and vote on your behalf:

o by lodging a proxy online via www.investorvote.com.au;

o by mailing the enclosed proxy form to Computershare Investors Services Pty

Limited, GPO Box 242 Melbourne Victoria 3001;

o by faxing the enclosed proxy form to 1800 783 447 (within Australia) and +61 3

9473 2555 (outside Australia); or

o by hand delivering the enclosed proxy form to the David Jones Share Registry at

Level 4, 60 Carrington Street, Sydney NSW 2000.
Full details on how to submit your vote are set out in the Scheme Booklet. To be valid, a proxy vote must be received by the David Jones Share Registry by 10:00am (Sydney time) on Saturday, 28 June 2014, other than proxies delivered by hand which must be received by the David Jones Share Registry by 5:00pm (Sydney time) on Friday, 27 June 2014.
If you have not yet received your copy of the Scheme Booklet or have any further questions, please contact the David Jones Shareholder Information Line on 1300 580 123 (from within Australia) or (+ 613) 9415 4339 (from outside Australia).
Yours Sincerely

Chairman
David Jones Limited

David Jones Limited A.C.N. 000 074 573

A.B.N. 75 000 074 573

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DAVIDJONES

ABN 75 000 074 573

Lodge your proxy form:

Q Onllne:

www.lnveetDrvote.ClOm.au

ByMail:

Compul81'8harv lnvea!Dr Servicee Ply Umit&d

GPO Box 242 Melboume

Vlctorla 3001Australia

In Person:

Sdreme Mfleting Pmxy Fonnsmtumsd by hanrl must be

6.00pm (Sydneytlmft) Ftlrlay,27 June 2014

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Computel'8harv lnvestor Sei'Yicee Ply Umlllld

LAMII4,80 Canlngton Slreet

Sydnay NSW 2000

By Fax:

AltBmalively youc:an fax your formlo (wilhin Aullralia) 1800 783 447 (oulllcle Australia) 3 9473 2555

For lntermedlary Onllne BUblctlbers only

(cuatadiana} www.inlamaliaryanline.com

For ali enqulrles cali:

{wilhin Auatralia)1300 580 123

(ouf:llde Australia) 3 9415 4339

Schema Meeting Proxy Form

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Lodge your proxy online or view the Notice of Scheme Meeting and Scheme Booklet,

24 hours a day, 7 days a week:

www.investorvote.com.au

0 Lodge your proxy online Your secute access lnfotmatlon /s:

ControlNumber:999999

0 Accasa tha Notlce of Schema Meeting and SRNIHIN:I8989989999

Schema Booklet

5 0 Revlew and update your shareholdlng

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PLEASE NOTE:For aecurlty reaaons1t ls lmportant that you keep your

SRNIHIN conftdenlal.

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For your votato be effectlve lt must be recelved by 10.00am (Sydney tlme) on Satunlay,28 June 2014, other than proxy forma delivered by hand which must be received by S.OOpm (Sydney time) on Friday,27 June 2014.

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How to Vote on the ltem of Business

Aliyour sharas willbe voted in accon:tance with your directions.

Appolntmant of Proxy

Voting100% of your holding: Direct your proxy how to vote by

marklng the box opposlte the ltem of buslneaa.lf you do not mark the box your proxy rnay vote as they chooee.lf you mark more than one box on the ltem your vota wlllbe lnvalld on that ltem.

Votlng a portlon of your holding: Indicate a portion of your voting righta by inserling the percentage or number of shares you wish to vote In the For,Agalnst or Abstaln box. The sum of the votes cast must not exceed your votlng entltlement or 100%.

Appolntlng a second proxy: You are entitled to appoint up to two proxiesto attend the meeting and vote 011 a poli. lf you appoint two proxies you shoulduse the same Scheme Meeting Proxy Fonn to appolnt both proxles and you must speclfy the percentage of votes or number of sharea for each pmxy, otherwlse eech proxy may exerclse haiof the votes.When appolntlng a second proxy wrlte both namea

and the percentage of votes or number of sharas for each inStep 1 overleaf.

Default to the Chairman of the Scheme Meeting:lf your appointed proxy does not attenei the Scheme Meelng,then the proxy appolntment wlliautomatlcelly default to the Chalnnan of the Scheme Meeting.Also, any dlrected proxlea that are not voted 011 a poliat the Schema Meeting willautomaticelly default to the Chainnan of the Scheme Meeting who is required to vote proxies as directed on a poli.

A proxy need not be a ahareholder of the Company.

Slgnlng lnstructlons for PostalForms Individuai: Where the holdingis in one name,tha shareholdar must sign.

Joint Holding: Where the holding is inmore than one name, aliof the

shareholders ahould slgn.

Powar of Attorney: lf you have not already lodged the Power of

Attomey with the registry, please attach a cerlified photocopy of the

Power of AUomay lo this form when you retum it.

Companles: Where the company has a Sole Director who is also the Sole Company Secretary, this fonn must be signed by that person.lf the compeny (purauant to sectlon 204A of the Corporatlons Acl2001) doea

not have a Company Secretary,a Sole Director can also slgn alone.

Otherwise this form must be 8igned by a Director jointy with either another Director or a Company Secretary.Please sign in tha appropriate piace to indicate the oflce held.Delete titles as applicable.

Attendlng the Meeting

Brlng thls fonn lo assist reglstratlon.lf a representatlve of a corporale shareholder or pmxy ls to attend the meetng you wllineed to provlde the apptq)riate "Certificate of Appointment of Corporale Repreeentative" prior

lo admission. A form of the certificate may ba obtained from

Computenshare or online at www.investorcenn.com under the help tab,

•Printable Fonns•.

Comment.& Qu...lon•: lf you have any commenta or questiona for the company,please wrlte them on a separete sheet of paper and retum wllh thls form.

GO ONLINE TO LODGE YOUR PROXY, ..:: o..

or tum over to complete the form to ...,

appolnt a p10xy

Samples/0000011000001/i

Change of address. lf incorrect, mark this box and make the correction in the space to the lefl. Shareholders sponsored by a broker (reference number commences with

'X') should advise your broker of any changes.

• Proxy Form Please mark IXl to indicate your directions

Appoint a Proxy to Vote on Your Behalf

1/We being a member/s of David Jones Limited hereby appoint

Dthe Chairman OR

of the Meeting - '------------------------J

UPLEASE NOTE: Leave this box blank if you have selected the Chairrnan of the Meeting. Do not insert your own name(s).

or failing the individuai or body corporale named, or if no individuai or body corporale is named, the Chairman of the Meeting, as my/our proxy

to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent penmitted by law, as the proxy sees fit) at the Schema Meeting of David Jones Limited to be held at the Wesley Conference Centra, 220 Pitt Street, Sydney NSW 2000 on Monday, 30 June 2014 at 10.00am (Sydney time) and at any adjournment of that meeting.

u PLEASE NOTE: lf you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poli and your votes will not be counted in computing the required majority.

Scheme Resolution

That, pursuant to and in accordance with the provisions ofsection 411 ofthe CorporationsAct 2001 (Cth), the D D D

scheme of arrangement proposed between David Jones Limited and the holders of its ordinary shares, as contained

in and more particularly described in the Scheme Booklet ofwhich the notice convening this meeting forrns part, is approved, with or without alterations or conditions as approved by the Federai Court of Australia to which David Jones Limited, Vela lnvestments Pty Ltd and Woolworths Holdings Limited agree.

The Chairrnan of the Meeting intends to vote undirected proxies in favour of the item of business.

Sole Director and Sole Company Secretary Director Director/Company Secretary

Contaet

Name

Contact

Daytime

Telephone Date

• DJS 999999A tomputershare +

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