WHL - Woolworths Holdings Limited - Acceptance By Directors Of Share

WHL - Woolworths Holdings Limited - Acceptance By Directors Of Share            
Appreciation Rights And Conditional Awards                                      
WOOLWORTHS HOLDINGS LIMITED                                                     
(Incorporated in the Republic of South Africa)                                  
Registration number 1929/001986/06                                              
Share code: WHL ISIN: ZAE000063863                                              
ACCEPTANCE BY DIRECTORS OF SHARE APPRECIATION RIGHTS AND CONDITIONAL AWARDS     
In compliance with the JSE Limited Listings Requirements, the following         
information is disclosed:                                                       
1.SHARE APPRECIATION RIGHTS SCHEME (SARS)                                       
Share appreciation rights (SARs), which vest after a 3 year performance period, 
should the performance conditions be met, have been granted at a grant price of 
R11,95 and were accepted on 30 April 2008 by the following:                     
Executive directors:                         SARs:                              
SN Susman (Chief executive officer):         176 392                            
AR Jennings:                                 142 259                            
Z Rylands :                                  91 767                             
NW Thomson:                                  87 904                             
Group secretary:                                                                
CL Lowe   :                                  62 158                             
Should the performance conditions not be met after a 3 year period the SARs will
not vest.  However, the performance conditions will be retested after year 4 and
if necessary after year 5.  If the performance conditions are then met the SARs 
will vest.  Should the performance conditions not be met after year 5, the SARs 
will lapse.                                                                     
SARs are exercisable from the date of vesting to 7 years from the grant date.   
2.LONG TERM INCENTIVE PLAN                                                      
Conditional share awards, which vest after a 3 year performance period, subject 
to performance conditions and the extent that these have been met, have been    
issued at a grant price of R11,95 and were accepted on 30 April 2008 by the     
following:                                                                      
Executive directors:                    conditional awards:                     
SN Susman (Chief executive officer):         299 867                            
AR Jennings:                                 142 259                            
Z Rylands:                                   91 767                             
NW Thomson:                                  87 904                             
Group secretary:                                                                
CL Lowe:                                     62 158                             
The rights and awards have been granted in terms of the rules of the share      
schemes as approved by shareholders at a general meeting held on 15 November    
2006.                                                                           
Clearance has been received in terms of rule 3.66 of the JSE`s Listings         
Requirements in respect of the above transactions. All interests in the         
transactions are direct and beneficial.                                         
Cape Town                                                                       
30 April 2008                                                                   
Sponsor                                                                         
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Date: 30/04/2008 15:33:01 Supplied by www.sharenet.co.za                     
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