2020/09/23
WHLE - WOOLWORTHS HOLDINGS LIMITED - Dealings in securities by share scheme, directors, director of major subsidiaries and the group company secretary [JSE Securities Exchange - SENS]
 
Dealings in securities by share scheme, directors, director of major subsidiaries 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")

DEALINGS IN SECURITIES BY SHARE SCHEME, DIRECTORS, DIRECTOR OF MAJOR
SUBSIDIARIES AND THE GROUP COMPANY SECRETARY

In compliance with the JSE Limited Listings Requirements, the following information is
disclosed:

1. DEALINGS IN SECURITIES BY THE WHL RETENTION SHARE PLAN ("RSP")

1.1   Sale of forfeited securities
      Date of transaction                        17 September 2020
      Nature of transaction                      On-market sale of forfeited securities in
                                                 terms of the RSP
      Class of securities                        Ordinary shares
      Number of shares                           987,950
      Volume weighted average sale price         3488.28 cents per share
      Highest sale price                         3553.00 cents per share
      Lowest sale price                          3456.00 cents per share
      Total value of transaction                 R34,462,462.30
      Nature of interest                         Indirect non-beneficial
      Clearance obtained                         Yes

1.2   Acquisition of securities for allocation to participants
      Date of transaction                        17 September 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                           1,973,171
      Volume weighted average sale price         3504.91 cents per share*
      Highest sale price                         3611.00 cents per share
      Lowest sale price                          3468.00 cents per share
      Total value of transaction                 R69 157 867.70
      Nature of interest                         Indirect non-beneficial
      Clearance obtained                         Yes

2. ACCEPTANCE OF ALLOCATIONS UNDER THE RSP

Grants have 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.
Vesting, which occurs after three years, is subject to the achievement of certain performance
conditions. The following awards have been accepted off-market on 17 September 2020:

Directors of WHL         Scheme        Number of       Grant price*         Transaction
                                       conditional                          value
                                       shares
                                       granted
Roy Bagattini            RSP           663,356         As detailed in 1.2   R23,250,030.78
Sam Ngumeni              RSP           671,424         As detailed in 1.2   R23,532,806.92

Clearance has been received in respect of the above transactions. All interests are direct and
beneficial.

3. ACCEPTANCE OF CONDITIONAL ALLOCATIONS UNDER THE COMPANY'S
   PERFORMANCE SHARE PLAN ("PSP")

The following annual allocations of conditional ordinary shares have been awarded to and
accepted off-market by directors of the Company, director and CEO of the Country Road
Group Proprietary Limited ("CRG"), director and Company Secretary of David Jones
Proprietary Limited ("DJ") and CRG, both major subsidiaries of the Company, and the Group
Company Secretary on 21 September 2020, in accordance with the Group's Remuneration
Policy. Vesting, which occurs after three years, is subject to the achievement of certain
performance conditions to the extent that these are met.

Directors of WHL      Scheme           Number of           Grant price#   Transaction
                                       conditional                             value
                        shares granted
Zyda Rylands          PSP              266,808             R35.18         R9,386,305
Reeza Isaacs          PSP              187,168             R35.18         R6,584,570
Sam Ngumeni           PSP              222,976             R35.18         R7,844,296
Director & CEO of the
CRG
Scott Fyfe            PSP              346,723             R35.18         R12,197,715
Director & Company Secretary
of DJ and CRG
Matthew Fitzgerald    PSP              70,197              R35.18         R2,469,530
Group Company
Secretary
Chantel Reddiar       PSP              101,052             R35.18         R3,555,009

Clearance has been received in respect of the above transactions. All interests are direct and
beneficial. The transactions were completed off market.
#Representing the five-day volume weighted average traded price of the Company's shares.

4. DEALINGS IN SECURITIES BY A DIRECTOR, DIRECTOR OF MAJOR SUBSIDIARIES
AND THE GROUP COMPANY SECRETARY

Director                           Zyda Rylands
Company                            Woolworths Holdings Limited
Date of transaction                22 September 2020
Nature of transaction              On-market sale of shares to settle tax obligations
                                   arising from vesting of RSPs
Class of securities                Ordinary shares
Number of shares                   27,461
Sale price (weighted average)      3318.89 cents per share
Highest price                      3380.00 cents per share
Lowest price                       3303.00 cents per share
Total value of transaction         R911,400.38
Nature of interest                 Direct beneficial
Clearance obtained                 Yes

Director                           Matthew Fitzgerald
Company                            DJ and CRG, both major subsidiaries of WHL
Date of transaction                21 September 2020
Nature of transaction              On-market sale of shares
Class of securities                Ordinary shares
Number of shares                   11,715
Sale price (weighted average)      3354.89 cents per share
Highest price                      3501.00 cents per share
Lowest price                       3294.00 cents per share
Total value of transaction         R 393,025.36
Nature of interest                 Direct beneficial
Clearance obtained                 Yes

Group Company Secretary            Chantel Reddiar
Company                            Woolworths Holdings Limited
Date of transaction                17 September 2020
Nature of transaction              On-market sale of shares
Class of securities                Ordinary shares
Number of shares                   26,674
Volume weighted average sale       3502.71cents per share
price
Highest price                      3519.00 cents per share
Lowest price                       3463.00 cents per share
Total value of transaction         R934,312.90
Nature of interest                 Direct beneficial
Clearance obtained                 Yes

Cape Town
23 September 2020

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 23-09-2020 07:05:00
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