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: ("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 22 September 2014: 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 Z Rylands 32 358 R74.06 R2 396 433.48 S Ngumeni 55 092 R74.06 R4 080 113.52 R Isaacs 25 115 R74.06 R1 860 016.90 Group secretary T Sishuba-Mashego 17,176 R74.06 R1 272 054.56 Clearance has been received in respect of all of the above transactions. All interests are indirect beneficial. 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: Executive directors Number of LTIP Grant price Transaction value Z Rylands 35 055 R74.06 R2 596 173.30 S Ngumeni 59 682 R74.06 R4 420 048.92 R Isaacs 27 208 R74.06 R2 015 024.48 Group secretary T Sishuba-Mashego 18 607 R74.06 R1 378 034.42 Clearance has been received in respect of all of the above transactions. All interests are indirect beneficial. 3. DEALING IN SECURITIES BY A DIRECTOR In compliance with the JSE Limited Listings Requirements, shareholders are advised that the following director has disposed of his rights by selling his letters of allocation in terms of the Rights Offer, the full terms of which were announced on the Stock Exchange News Service on 2 September 2014 ("the Rights Offer"). Director : Simon Susman Company : Woolworths Holdings Limited Date of transaction : 19 September 2014 Nature of transaction : On market sale of letters of allocation in terms of the Rights Offer Class of securities : Letters of allocation in respect of ordinary shares offered in terms of the Rights Offer Number of securities : 30 000 Selling price : 1,347.5 cents per share Total value of transaction : R404 250.00 Highest price : 1,350 cents Lowest price : 1,345 cents Nature of interest : Indirect beneficial Clearance obtained : Yes Cape Town 23 September 2014 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 25/09/2014 07:05:00 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.