WOOLWORTHS HOLDINGS LIMITED - Dealing in Securities by Directors

Dealing in Securities by Directors

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")

DEALING IN SECURITIES BY DIRECTORS

In compliance with the JSE Limited ("JSE") Listings Requirements, the following
information is disclosed:

1.   LONG TERM INCENTIVE PLAN (“LTIP”)

     In terms of the rules of LTIP, participants are entitled to receive ordinary shares
     provided the three-year performance conditions have been met. The
     performance conditions have been met and the company has issued shares on
     31 August 2012 as below:

     Directors           Number of shares        Grant price      Transaction value

     SN Susman            254 751                R56.80           R14 469 856.80
     Z Rylands            114 102                R56.80           R 6 480 993.60
     NW Thomson            90 287                R56.80           R 5 128 301.60


2.   DEFERRED BONUS PLAN (“DBP”)

     In terms of the rules of DBP, participants are entitled to receive a matching
     award of ordinary shares provided they have remained in the employ of the
     company for a three-year period. The participants have qualified for the
     matching awards and the company has issued shares on 31 August 2012 as
     below:

     Directors           Number of shares        Grant price      Transaction value

     SN Susman            52,784                 R56.80           R2 998 131.20
     Z Rylands            29,480                 R56.80           R1 674 464.00
     NW Thomson           22,605                 R56.80           R1 283 964.00

Clearance has been received in respect of the above transactions. All interests are
direct and beneficial. The transactions were completed off market.

While Simon Susman no longer participates in the group’s share schemes, his
entitlements above relate to the period of his employment as chief executive officer.
3.   SALE OF SHARES

In compliance with the JSE Limited Listings Requirements, the following information is
disclosed:

Director                                    :   Simon Susman
Company                                     :   Woolworths Holdings Limited
Date of transaction                         :   29 August 2012
Nature of transaction                       :   Sale of shares
Class of securities                         :   Ordinary shares
Number of shares                            :   869,774
Selling price (weighted average)            :   R60.6685
Total value of transaction                  :   R52 767 883.92
Highest price                               :   R61.25
Lowest price                                :   R60.50
Nature of interest                          :   Indirect beneficial
Clearance obtained                          :   Yes
Transaction completed                       :   On market

Director                                    :   Simon Susman
Company                                     :   Woolworths Holdings Limited
Date of transaction                         :   30 August 2012
Nature of transaction                       :   Sale of shares
Class of securities                         :   Ordinary shares
Number of shares                            :   86,798
Selling price (weighted average)            :   R60.5872
Total value of transaction                  :   R5 258 847.78
Highest price                               :   R60.80
Lowest price                                :   R60.50
Nature of interest                          :   Indirect beneficial
Clearance obtained                          :   Yes
Transaction completed                       :   On market

Cape Town
31 August 2012

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 31/08/2012 05:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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