Dealings in securities by directors and the group secretary pursuant to the winding up of an employee share scheme 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") DEALINGS IN SECURITIES BY DIRECTORS AND THE GROUP SECRETARY PURSUANT TO THE WINDING UP OF AN EMPLOYEE SHARE OWNERSHIP SCHEME Shareholders are advised that pursuant to the winding up of the Woolworths Employee Share Ownership Scheme and in accordance with the provisions of the Woolworths Employee Share Ownership Trust ("Trust") Deed, certain of the convertible, redeemable, non-cumulative participating preference shares of 0.15 cents each in the Company ("Preference Shares") were distributed by the Trustees of the Trust on 3 July 2015 to certain directors of the Company ("Directors"), as well as the Group Secretary. In terms of the Company’s Memorandum of Incorporation ("MOI"), these Preference Shares were subsequently automatically and compulsorily converted into ordinary shares in the Company ("Ordinary Shares") on 7 July 2015. The JSE Limited ("JSE") has approved the automatic and compulsory conversion of the Preference Shares held by the Directors and Group Secretary into Ordinary Shares during the Company’s current closed period ending 26 August 2015 when the Group Results are published. In compliance with the JSE Listings Requirements, the following information is disclosed: Director : Sam Ngumeni Nature of transaction : Off-market delivery of shares in terms of the MOI Class of securities : Ordinary shares Date of transaction : 7 July 2015 Number of shares : 301 154 Market value per share : R98.855 Total value of transaction : R29 770 578.67 Nature of interest : Direct beneficial Clearance obtained : Yes Director : Zyda Rylands Nature of transaction : Off-market delivery of shares in terms of the MOI Class of securities : Ordinary shares Date of transaction : 7 July 2015 Number of shares : 792 511 Market value per share : R98.855 Total value of transaction : R78 343 674.91 Nature of interest : Direct beneficial Clearance obtained : Yes Group Secretary : Thobeka Sishuba-Mashego Nature of transaction : Off-market delivery of shares in terms of the MOI Class of securities : Ordinary shares Date of transaction : 7 July 2015 Number of shares : 18 577 Market value per share : R98.855 Total value of transaction : R1 836 429.34 Nature of interest : Direct beneficial Clearance obtained : Yes Cape Town 7 July 2015 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 07/07/2015 04:15:00 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.