Dealings in securities by directors and the group secretary WOOLWORTHS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number 1929/001986/06 Share code: WHL ISIN: ZAE000063863 ("the company") DEALINGS IN SECURITIES BY DIRECTORS AND THE GROUP SECRETARY In compliance with the JSE Limited Listings Requirements, the following information is disclosed: 1. LONG TERM INCENTIVE PLAN ("LTIP") In terms of the rules of the LTIP, participants are entitled to receive conditional share awards after a 3-year performance period, subject to performance conditions to the extent that these have been met. The participants have qualified for the awards in respect of the August 2012 allocations and the company has allocated shares as below: Executive directors Number of shares Grant price Transaction value I Moir 115,710 R96.70 R11 189 157.00 Z Rylands 46,496 R96.70 R 4 496 163.20 SD Ngumeni 35,317 R96.70 R 3 415 153.90 Group secretary T Sishuba 30,589 R96.70 R 2 957 956.30 2. RESTRICTED SHARE PLAN ("RSP") In terms of the 2012 RSP allocation, 50% of the allocation has vested and participants qualify for the awards as below: Executive directors Number of shares Value per share Transaction value SD Ngumeni 13,906 R95.00 R 1 321 070.00 Group secretary T Sishuba 34,066 R95.00 R 3 236 270.00 Clearance has been received in terms of the JSE Listings Requirements in respect of the above transactions. All interests are direct and beneficial. The nature of the above transactions are off market. 3. DEALINGS IN SECURITIES BY A DIRECTOR AND THE GROUP SECRETARY Director : Zyda Rylands Company : Woolworths Holdings Limited Date of transaction : 9 September 2015 Nature of transaction : On-market sale of shares to settle tax obligations arising from the Share Appreciation Rights Scheme Class of securities : Ordinary shares Number of shares : 49,513 Volume weighted average : 9 605.40 cents per share price Highest price : 9 785.00 cents per share Lowest price : 9 550.00 cents per share Total value of transaction : R4,755,921.70 Nature of interest : Direct beneficial Clearance obtained : Yes Group Secretary : Thobeka Sishuba Company : Woolworths Holdings Limited Date of transaction : 9 September 2015 Nature of transaction : On-market sale of shares to settle tax obligations arising from the Share Appreciation Rights Scheme Class of securities : Ordinary shares Number of shares : 5,460 Volume weighted average : 9 605.40 cents per share price Highest price : 9 785.00 cents per share Lowest price : 9 550.00 cents per share Total value of transaction : R524,454.84 Nature of interest : Direct beneficial Clearance obtained : Yes Cape Town 11 September 2015 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 11/09/2015 04:03:00 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.