Dealing in securities by share scheme, 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 Bond company code: WHLI ("WHL" or the "Company" or "the Group") DEALING IN SECURITIES BY SHARE SCHEME, 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. DEALINGS IN SECURITIES BY A SHARE INCENTIVE SCHEME Name WHL Retention Share Plan Date of transaction 10 September 2019 Nature of transaction On-market sale of shares in terms of the Company’s Retention Share Plan Class of securities Ordinary shares Number of shares 458 721 Volume weighted average sale price 5442.99 Highest sale price 5487 cents Lowest sale price 5411 cents Total value of transaction R24 968 138.16 Nature of interest Indirect non-beneficial (sold on behalf of participants) Clearance obtained Yes 2. ACCEPTANCE OF ALLOCATIONS UNDER THE COMPANY’S PERFORMANCE SHARE PLAN (“PSP”) The following annual allocations of conditional shares have been awarded to and accepted off- market by directors of the Company; the director of David Jones Proprietary Limited (“DJ”), a major subsidiary of the Company; the director and company secretary of DJ; and the Group Company Secretary on 10 September 2019, in accordance with the Group’s Remuneration Policy. Vesting, which occurs after three years, is subject to the achievement of certain performance conditions. Directors of WHL Scheme Number of Grant price Transaction conditional value shares granted Zyda Rylands PSP 171,012 R51.78* R8,855,001 Reeza Isaacs PSP 119,967 R51.78* R6,211,891 Sam Ngumeni PSP 142,918 R51.78* R7,400,294 Director of DJ Scott Fyfe PSP 194,826 R51.78* R10,088,050 Director & Company Secretary of DJ Matthew Fitzgerald PSP 41,416 R51.78* R2,144,520 Group Company Secretary Chantel Reddiar PSP 68,656 R51.78* R3,555,007 Clearance has been received in respect of the above transactions. All interests are direct and beneficial. * Representing the five-day volume weighted average traded price of the Company’s shares. Cape Town 12 September 2019 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 12/09/2019 07:30:00 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.