WOOLWORTHS HOLDINGS LIMITED - Voluntary announcement in relation to the proposed acquisition of 100% of the issued shares of in2food Holdings

Voluntary announcement in relation to the proposed acquisition of 100% of the issued shares of in2food Holdings

Woolworths Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1929/001986/06
LEI: 37890095421E07184E97
Share code: WHL
ISIN: ZAE000063863
Bond Company code: WHLI
("Woolworths" or the "Company")

VOLUNTARY ANNOUNCEMENT IN RELATION TO THE PROPOSED ACQUISITION OF 100% OF THE
ISSUED SHARES OF IN2FOOD HOLDINGS PROPRIETARY LIMITED

1. INTRODUCTION
   Woolworths is pleased to announce that on 16 March 2026 it entered into an agreement to
   acquire 100% of the issued shares of in2food Holdings Proprietary Limited which trades through
   its wholly-owned subsidiary in2food Group Proprietary Limited ("in2food"), from the founders,
   Old Mutual Private Equity (part of Old Mutual Alternative Investments Proprietary Limited), and
   other exiting shareholders hereinafter referred to as the "Transaction".

   in2food is a South African based supplier of high-quality convenience foods and has been a
   strategic supplier to Woolworths Foods for over 30 years. The Transaction represents a
   continuation of Woolworths Foods' stated and long-standing strategy of strengthening key
   elements of its differentiated food value chain for the benefit of its end-customers.

2. DESCRIPTION OF IN2FOOD
   in2food is one of Woolworths Foods' key suppliers, generating revenue in excess of R5 billion per
   annum through its diversified range of premium private label products across freshly prepared
   convenience food, fresh produce, and long-life categories, as well as several ambient and bakery
   products. Woolworths is in2food's largest customer, with the balance of its customers comprising
   other local and international companies across the food service and wholesale channels. in2food
   has eight world-class manufacturing facilities of significant scale producing over 3.2 million packs
   weekly. These manufacturing facilities are supported by best-in-class procurement and sourcing
   capabilities, ensuring strong security of supply for in2food.

   in2food has a senior leadership team who possess extensive and multi-disciplinary experience in
   the food sector. The senior leadership team will continue to lead in2food as a standalone
   operating business within Woolworths following the implementation of the Transaction, ensuring
   continuity of operations and in2food's entrepreneurial culture.

3. RATIONALE FOR THE TRANSACTION
   Woolworths and in2food have a long-standing partnership evidenced by a track record of close
   collaboration that is focused on delivering high-quality, innovative food products aligned with
   Woolworths Foods' premium positioning. The Transaction will further enhance Woolworths
   Foods' ability to maintain product quality, innovation and availability, which are core to its
   differentiated customer proposition.

   The Transaction is strategically compelling given it:
    i.   enables Woolworths Foods to strengthen its supply chain resilience and further differentiate
         its premium food offering;
    ii.  drives greater agility and efficiencies in the supply chain resulting in improved speed-to-
         market;
    iii. enhances innovation and new product development, ensuring continued leadership in
         premium food retailing in South Africa;
    iv.  provides new opportunities for accelerated growth in non-competing revenue streams
         through in2food's existing exposure to food services and export markets; and
    v.   ensures continuity of operations and in2food's entrepreneurial culture, with the retention
         of the current senior leadership team.

   Financially, the Transaction is anticipated to be earnings-accretive to the Company with further
   benefits expected from improved efficiencies realised over time.

4. SALIENT TERMS OF THE TRANSACTION
   The purchase consideration will be settled in cash and funded through a combination of
   Woolworths' existing cash resources and financing facilities. The Transaction remains subject to
   the fulfilment of regulatory approvals and other suspensive conditions that are customary for a
   transaction of this nature, including competition authority approval.

5. CLASSIFICATION OF THE TRANSACTION
   The Transaction falls below the threshold for categorisation in terms of the JSE Limited's Listings
   Requirements and is, therefore, classified as a non-categorised transaction. Accordingly, this
   announcement is made by Woolworths on a voluntary basis.


Cape Town
17 March 2026

Financial adviser to Woolworths
Pinehurst Partners

Transactional services adviser to Woolworths
PwC South Africa

Legal adviser to Woolworths
Webber Wentzel

Equity Sponsor and Debt Sponsor
Investec Bank Limited

Financial adviser to in2Food
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal adviser to in2Food
DLA Piper Advisory Services (Pty) Limited

Date: 17-03-2026 08:45:00
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