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 Holdings” 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:

Annual allocations of the following share instruments have been accepted off market by
the following directors and Group company secretary of Woolworths Holdings on
2 September 2013:

1.   SHARE APPRECIATION RIGHTS SCHEME (“SARS”)

     SARS which vest after a 3 year performance period, subject to performance
     conditions have been issued at the grant price as indicated and were accepted
     by:

     Executive directors     Number of SARS      Grant price     Transaction value
     I Moir                  103,755             R60.72          R6 300 003.60
     Z Rylands                40,790             R60.72          R2 476 768.80

     Group secretary
     T Sishuba-Mashego        19,763             R60.72          R1 200 009.36


2.   LONG TERM INCENTIVE PLAN (“LTIP”)

     Conditional share awards LTIP, which vest after a 3 year performance period,
     subject to performance conditions have been issued at the grant price as
     indicated and were accepted by the following:

     Executive directors     Number of LTIP      Grant price     Transaction value
     I Moir                  148,221             R60.72          R8 999 979.12
     Z Rylands                44,189             R60.72          R2 683 156.08

     Group secretary
     T Sishuba-Mashego        21,410             R60.72          R1 300 015.20

     Performance conditions have been met for the following share instruments and
     shares have been issued by the company on market to the following executive
     directors of Woolworths Holdings on 2 September 2013 in settlement thereof:

3.   SARS

     In terms of the rules of SARS, participants in the scheme are entitled to receive
     ordinary shares provided the three-year performance conditions have been met.
     The performance conditions have been met for the August 2010 allocations and
     the company has issued shares as below:

     Executive director      Number of SARS      Grant price    Transaction value
     Zyda Rylands            72,118              R61.59         R4 441 747.62
4.   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 for the August 2010 allocations and the company has
     issued shares as below:

     Executive directors     Number of LTIP       Grant price     Transaction value
     I Moir                  216,613              R60.72          R13 152 741.36
     Z Rylands                77,992              R60.72          R 4 735 674.24
     NW Thomson               67,736              R60.72          R 4 112 929.92

5.   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 for
     the August 2010 allocations and the company has issued shares as below:

     Executive directors     Number of DBP       Grant price      Transaction value
     I Moir                  45,007              R60.72           R2 732 825.04
     Z Rylands               22,337              R60.72           R1 356 302.64
     NW Thomson              19,399              R60.72           R1 177 907.28

Clearance has been received in respect of all of the above transactions. All interests
are indirect beneficial.


6.   SHARE TRANSFER

Director                                     :   Zyda Rylands
Company                                      :   Woolworths Holdings
Date of transaction                          :   2 September 2013
Nature of transaction                        :   Off market transfer of ordinary shares in terms
                                                 of the Woolworths Holdings Share Scheme
Class of securities                          :   Ordinary shares
Number of shares                             :   12,125
Grant price                                  :   R5.16
Total value of transaction                   :   R62 565.00
Nature of interest                           :   Indirect beneficial
Clearance obtained                           :   Yes


Cape Town
4 September 2013
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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