Dealings in securities by share plan, directors, directors of a major subsidiary and the group company secretary Woolworths Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 1929/001986/06 Share code: WHL ISIN: ZAE000063863 (“the company” or “the Group”) DEALINGS IN SECURITIES BY SHARE PLAN, DIRECTORS, DIRECTORS OF A MAJOR SUBSIDIARY AND THE GROUP COMPANY SECRETARY In compliance with the JSE Limited Listings Requirements, the following information is disclosed: 1. RESTRICTED SHARE PLAN (“RSP”) PURCHASES The RSP purchased shares to fulfil its obligations to participants of the RSP. The details are as follows: Date of transaction : 6 September 2017 Nature of transaction : On-market purchase of shares in terms of the RSP Class of securities : Ordinary shares Number of shares : 1 720 071 Volume weighted average purchase price : 5998.52 cents per share Highest purchase price : 6050.00 cents per share Lowest purchase price : 5950.00 cents per share Total value of transaction : R103 178 802.95 Nature of interest : Indirect non-beneficial (purchased on behalf of participants) Clearance obtained : Yes 2. ALLOCATIONS The following annual allocations of conditional shares have been awarded to and accepted by Directors of the company, directors of David Jones Proprietary Limited (“DJ”), a major subsidiary of the company, and the Group Company Secretary in accordance with the Group’s Remuneration Policy. Vesting, which occurs after three years, is subject to the achievement of certain performance conditions. Ian Moir, Group CEO, does not receive awards under the Performance Share Plan (“PSP”) but is entitled to an annual allocation under the RSP: Directors of WHL Scheme Number of shares Grant price Transaction value Ian Moir RSP 475 118 As detailed in 1. R28 500 048.25 John Dixon PSP 435 525 R65.63* R28 583 505.75 Reeza Isaacs PSP 78 014 R65.63* R 5 120 058.82 Sam Ngumeni PSP 89 137 R65.63* R 5 850 061.31 Zyda Rylands PSP 106 659 R65.63* R 7 000 030.17 Directors of DJ Ashley Gardner PSP 131 112 R65.63* R 8 604 880.56 David Thomas PSP 158 922 R65.63* R10 430 050.86 Group Company Secretary Chantel Reddiar PSP 38 519 R65.63* R 2 528 001.97 Grants have also been awarded at the discretion of the Remuneration Committee in order to retain and motivate employees who are key to the delivery of the Group’s long-term strategy. The following awards have been accepted: Directors of WHL Scheme Number of shares Grant price Transaction value Ian Moir RSP 475 117 As detailed in 1. R28 499 988.27 Reeza Isaacs RSP 42 678 As detailed in 1. R 2 560 048.37 Sam Ngumeni RSP 48 762 As detailed in 1. R 2 924 998.32 Zyda Rylands RSP 58 348 As detailed in 1. R 3 500 016.45 Group Company Secretary Chantel Reddiar RSP 26 674 As detailed in 1. R 1 600 045.22 Clearance has been received in respect of the above transactions which were completed off-market. All interests are direct and beneficial. * Representing the five-day volume weighted average traded price of a company share. Cape Town 8 September 2017 Sponsor: RAND MERCHANT BANK (A DIVISION OF FIRSTRAND BANK LIMITED) Date: 08/09/2017 05:00:00 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.