WOOLWORTHS HOLDINGS LIMITED - Dealing in securities by Directors and Group Secretary

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)

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