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WHL - Woolworths Holdings Limited - Acceptance of offer and acquisition of shares in terms of the Woolworths share schemes Woolworths Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1929/001986/06) Share code: WHL ISIN: ZAE000063863 ("Woolworths", "the group" or "the company") ACCEPTANCE OF OFFER AND ACQUISITION OF SHARES IN TERMS OF THE WOOLWORTHS SHARE SCHEMES In compliance with the JSE Limited ("JSE") Listings Requirements, the following information is disclosed: 1. SHARE APPRECIATION RIGHTS SCHEME Share appreciation rights ("SARs"), 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 30 August 2011 by the following: Executive Number of SARs Grant price Transaction directors value I Moir 87 468 R31.44 R 2 749 993.92 Z Rylands 53 538 R31.44 R 1 683 234.72 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 30 August 2011 by the following: Executive Number of conditional Grant price Transaction directors share awards value I Moir 148 696 R31.44 R 4 675 002.24 Z Rylands 53 538 R31.44 R 1 683 234.72 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. 3. DEFFERED BONUS PLAN The directors, as indicated, have utilised a portion of the after tax component of their annual bonus to acquire shares which will be held in escrow in terms of the Deferred Bonus Plan ("DBP"). In the event that the directors remain in the employ of the company and retain these shares for a three year period from date of offer, the company will make a matching award of Woolworths` shares to the directors. In compliance with the JSE Limited Listings Requirements, the following information is disclosed: Director : Ian Moir Company : Woolworths Holdings Limited Date of transaction : 30 August 2011 Nature of transaction : Purchase of shares in terms of DBP Class of securities : Ordinary shares Number of shares : 29,600 Purchase price (weighted average) : R34.19 Total value of transaction : R1,012,024.00 Highest price : R34.35 Lowest price : R34.01 Nature of interest : Indirect beneficial Clearance obtained : Yes Transaction completed : On market Director : Zyda Rylands Company : Woolworths Holdings Limited Date of transaction : 30 August 2011 Nature of transaction : Purchase of shares in terms of DBP Class of securities : Ordinary shares Number of shares : 14,700 Purchase price (weighted average) : R34.19 Total value of transaction : R502,593.00 Highest price : R34.35 Lowest price : R34.01 Nature of interest : Indirect beneficial Clearance obtained : Yes Transaction completed : On market Cape Town 31 August 2011 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 31/08/2011 17:06:00 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
