Dealings 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 Company”) DEALING IN SECURITIES BY DIRECTORS In compliance with the JSE Limited Listings Requirements, the following information is disclosed in respect of dealings in securities by directors of the Company. The date of each transaction is 3 September 2014. 1. DEFERRED BONUS PLAN (“DBP”) In terms of the rules of the DBP, participants are entitled to receive a matching award of ordinary shares provided that 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 2011 allocations and the Company has allocated shares as below: Executive directors Number of shares Grant price Transaction value I Moir 31,949 R78.91 R2 521 095.59 Z Rylands 15,867 R78.91 R1 252 064.97 SD Ngumeni 10,362 R78.91 R 817 665.42 2. LONG TERM INCENTIVE PLAN (LTIP) Conditional share awards in terms of the LTIP, which vest after a 3-year performance period, subject to certain performance conditions, have been issued at the grant price as indicated below and were accepted by the following participants: Executive directors Number of shares Grant price Transaction value I Moir 160,493 R78.91 R12 664 502.63 Z Rylands 57,786 R78.91 R 4 559 893.26 SD Ngumeni 37,763 R78.91 R 2 979 878.33 Clearance to deal has been granted in terms of paragraph 3.66 of the JSE Limited Listings Requirements in respect of each of the above transactions. All interests in the transactions are indirect beneficial. The transactions were completed on-market. 3. PURCHASE OF SHARES Director : Stuart Rose Company : Woolworths Holdings Limited Nature of transaction : On market purchase of shares Class of securities : Ordinary shares Date of transaction : 5 September 2014 Number of shares : 2,900 Purchase price : R80.38 per share Total value of transaction : R233 102.00 Nature of interest : Direct beneficial Clearance obtained : Yes Cape Town 05 September 2014 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 05/09/2014 05:07:00 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.