Dealing in securities by Directors and Group Secretary 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") DEALING IN SECURITIES BY DIRECTORS AND GROUP SECRETARY 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 29 August 2012 by the following: Executive Number of SARS Grant price Transaction directors value I Moir 77 288 R55.68 R 4 303 395.84 Z Rylands 38 304 R55.68 R 2 132 766.72 Group secretary T Sishuba-Mashego 27 299 R55.68 R 1 520 008.32 2. LONG TERM INCENTIVE SCHEME Conditional share awards (LTIP), 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 29 August 2012 by the following: Executive Number of LTIP Grant price Transaction directors value I Moir 103 269 R55.68 R 5 750 017.92 Z Rylands 41 496 R55.68 R 2 310 497.28 Group secretary T Sishuba-Mashego 27 299 R55.68 R 1 520 008.32 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 indirect and beneficial. Both the SARS and LTIP are in respect of ordinary shares and all transactions were completed off market. 3. RESTRICTED SHARE PLAN (RSP) The group secretary has accepted an allocation of restricted shares which are subject to performance conditions. In compliance with the JSE Limited Listings Requirements, the following information is disclosed: Group secretary: T Sishuba-Mashego Company: Woolworths Holdings Limited Date of transaction: 29 August 2012 Nature of transaction: Purchase of shares in terms of RSP Class of securities: Ordinary shares Number of shares: 68 133 Purchase price (weighted average): R60.6072 Total value of transaction: R4 129 350.36 Highest price: R61.40 Lowest price: R59.89 Nature of interest: Indirect beneficial Clearance obtained: Yes Transaction completed: On market 4. SALE OF SHARES In compliance with the JSE Limited Listings Requirements, the following information is disclosed: Director: N Thomson Company: Woolworths Holdings Limited Date of transaction: 29 August 2012 Nature of transaction: Sale of shares in terms of SARS Class of securities: Ordinary shares Number of shares: 212 628 Selling price (weighted average): R60.28 Total value of transaction: R12 817 215.84 Highest price: R61.00 Lowest price: R59.05 Nature of interest: Indirect beneficial Clearance obtained: Yes Transaction completed: On market Director: S Susman Company: Woolworths Holdings Limited Date of transaction: 28 August 2012 Nature of transaction: Sale of shares Class of securities: Ordinary shares Number of shares: 121 189 Selling price (weighted average): R60.46 Total value of transaction: R7 327 086.94 Highest price: R60.58 Lowest price: R60.35 Nature of interest: Indirect beneficial Clearance obtained: Yes Transaction completed: On market Simon Susman wishes to divest of approximately 15% of his share holding in the company during the course of the next two weeks. The sale of shares will be announced in line with the JSE Limited Listings Requirements. Cape Town 30 August 2012 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 30/08/2012 08:16:00 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.