WHLE - WOOLWORTHS HOLDINGS LIMITED - 2021 Performance Share Plan: LTI performance conditions [JSE Securities Exchange - SENS]
2021 Performance Share Plan: LTI performance conditions

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


The Group publishes its LTI performance conditions prospectively in its Remuneration Report that forms
part of the Group's Integrated Annual Report. The Group noted in its 2020 Remuneration Report that
this year, given the impact of COVID-19 and the consequent uncertainty with regard to economic
conditions, the WHL Remuneration Committee needed to deliberate further on the details of the LTI
performance conditions for FY2021, in order to ensure alignment between appropriately incentivising
management to deliver the Group's strategic objectives and the creation of sustainable shareholder
value. The Company undertook to publish the finalised performance conditions before the Group's
annual general meeting, to be held on 25 November 2020.

Having concluded the abovementioned process, and in order to assist shareholders with voting on the
Group's Remuneration Policy at the annual general meeting, the Board advises that the FY2021
performance conditions are as set out below:

             Measure                       Weighting
         HEPS Growth                        25%
         Relative HEPS Growth                    25%
         (relative to select peer group)
         ROCE                                    25%
         CASH FLOW                               25%

The target measures will be published in the FY2021 Remuneration Report once finalised. The
performance conditions will be tested at the end of the three-year vesting period and the LTI awards will
lapse to the degree that performance conditions are not achieved at the end of the period, with FY2020
to be used as the base year. Shareholders are welcome to email any questions they may have in this
regard to governance@woolworths.co.za.

Cape Town
17 November 2020

Rand Merchant Bank (A division of FirstRand Bank Limited)

Date: 17-11-2020 05:40:00
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