Dealings in securities by share scheme and a director Woolworths Holdings Limited (Incorporated in the Republic of South Africa) Registration number 1929/001986/06 Share code: WHL ISIN: ZAE000063863 Bond company code: WHLI (“the Company”, “WHL” or “the Group”) DEALINGS IN SECURITIES BY SHARE SCHEME AND A DIRECTOR In compliance with the JSE Limited Listings Requirements, the following information is disclosed. 1. DEALINGS IN SECURITIES BY SHARE SCHEME Name : WHL Retention Share Plan (“RSP”) 1.1 SALE OF FORFEITED SECURITIES Date of transaction : 25 February 2020 Nature of transaction : On-market sale of forfeited securities in terms of the RSP Class of securities : Ordinary shares Number of shares : 73 444 Sale price : 3720.00 cents per share Total value of transaction : R2 732 116.80 Nature of interest : Indirect non-beneficial (sale of forfeited securities on behalf of a participant) Clearance obtained : Yes 1.2 ACQUISITION OF SECURITIES FOR ALLOCATION TO PARTICIPANTS Date of transaction : 25 February 2020 Nature of transaction : On-market purchase of securities to fulfil obligations to participants of the RSP Class of securities : Ordinary shares Number of shares : 1 524 815 Volume weighted average purchase price : 3786.99 cents per share Highest purchase price : 3820.00 cents per share Lowest purchase price : 3707.00 cents per share Total value of transaction : R57 744 591.57 Nature of interest : Indirect non-beneficial (purchase on behalf of participants) Clearance obtained : Yes 2. ACCEPTANCE OF RSP ALLOCATION The following allocation of RSP shares has been awarded to and accepted off-market by Roy Bagattini, the Group Chief Executive Officer, given his appointment in this capacity. The vesting of these RSP shares is conditional upon the achievement of Mr Bagattini’s individual performance measures (“IPM”) and will vest over a three to five year period. Number of Shares : 1 432 537 Grant Price : 3786.99 cents per share* Transaction Value : R54 250 032.94 Date of Acceptance : 25 February 2020 Clearance has been received in respect of the above transaction. The nature of the interest is direct and beneficial. * The grant price represents the volume weighted average traded price of the Company’s shares on the date of grant. Cape Town 2 March 2020 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 02-03-2020 07:05:00 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.