Dealing in Securities by Directors Woolworths Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1929/001986/06) Share code: WHL ISIN: ZAE000063863 ("the group" or "the company") DEALING IN SECURITIES BY DIRECTORS In compliance with the JSE Limited ("JSE") Listings Requirements, the following information is disclosed: 1. LONG TERM INCENTIVE PLAN (“LTIP”) In terms of the rules of LTIP, participants are entitled to receive ordinary shares provided the three-year performance conditions have been met. The performance conditions have been met and the company has issued shares on 31 August 2012 as below: Directors Number of shares Grant price Transaction value SN Susman 254 751 R56.80 R14 469 856.80 Z Rylands 114 102 R56.80 R 6 480 993.60 NW Thomson 90 287 R56.80 R 5 128 301.60 2. DEFERRED BONUS PLAN (“DBP”) In terms of the rules of DBP, participants are entitled to receive a matching award of ordinary shares provided they have remained in the employ of the company for a three-year period. The participants have qualified for the matching awards and the company has issued shares on 31 August 2012 as below: Directors Number of shares Grant price Transaction value SN Susman 52,784 R56.80 R2 998 131.20 Z Rylands 29,480 R56.80 R1 674 464.00 NW Thomson 22,605 R56.80 R1 283 964.00 Clearance has been received in respect of the above transactions. All interests are direct and beneficial. The transactions were completed off market. While Simon Susman no longer participates in the group’s share schemes, his entitlements above relate to the period of his employment as chief executive officer. 3. SALE OF SHARES In compliance with the JSE Limited Listings Requirements, the following information is disclosed: Director : Simon Susman Company : Woolworths Holdings Limited Date of transaction : 29 August 2012 Nature of transaction : Sale of shares Class of securities : Ordinary shares Number of shares : 869,774 Selling price (weighted average) : R60.6685 Total value of transaction : R52 767 883.92 Highest price : R61.25 Lowest price : R60.50 Nature of interest : Indirect beneficial Clearance obtained : Yes Transaction completed : On market Director : Simon Susman Company : Woolworths Holdings Limited Date of transaction : 30 August 2012 Nature of transaction : Sale of shares Class of securities : Ordinary shares Number of shares : 86,798 Selling price (weighted average) : R60.5872 Total value of transaction : R5 258 847.78 Highest price : R60.80 Lowest price : R60.50 Nature of interest : Indirect beneficial Clearance obtained : Yes Transaction completed : On market Cape Town 31 August 2012 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 31/08/2012 05:12:00 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.