WHL - Woolworths Holdings Limited - Acceptance by directors and the group

WHL - Woolworths Holdings Limited - Acceptance by directors and the group       
secretary 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                                                              
("Woolworths" or "the Group" or "the company")                                  
ACCEPTANCE BY DIRECTORS AND THE GROUP SECRETARY 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                                             
Share appreciation rights (SARs), which vest after a 3 year performance period, 
should the performance conditions be met, have been granted at the grant price  
as indicated and were accepted on 31 August 2010 by the following:              
Executive directors:     Number of SARs           Grant price                   
I Moir                   117 823                  R23.34                        
Z Rylands                72 118                   R23.34                        
NW Thomson               62 635                   R23.34                        
Group secretary:                                                                
CL Lowe                  45 158                   R23.34                        
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.   
The total value of this transaction is R6 949 111.56.                           
2. LONG TERM INCENTIVE SCHEME                                                   
Conditional share awards, which vest after a 3 year performance period, subject 
to performance conditions and the extent to which these have been met, have been
issued at the grant price as indicated and were accepted on 31 August 2010 by   
the following:                                                                  
                        Number of conditional                                   
Executive directors:     share awards             Grant price                   
I Moir                   200 300                  R23.34                        
Z Rylands                72 118                   R23.34                        
NW Thomson               62 635                   R23.34                        
Group secretary:                                                                
CL Lowe                  45 158                   R23.34                        
The total value of this transaction is R8 874 124.74.                           
Clearance has been received in terms of rule 3.66 of the JSE Listing            
Requirements in respect of the above transactions.  All interests in the        
transactions are direct and beneficial. Both the SARs and conditional share     
awards are in respect of ordinary shares, and all transactions were completed   
off market.                                                                     
Cape Town                                                                       
1 September 2010                                                                
Sponsor                                                                         
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Date: 01/09/2010 13:49:01 Supplied by www.sharenet.co.za                     
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