2021/09/09
WHLE - WOOLWORTHS HOLDINGS LIMITED - Dealings in securities by share scheme, directors and company secretaries of the Company and major subsidiaries [JSE Securities Exchange - SENS]
 
Dealings in securities by share scheme, directors and company secretaries of the Company and major subsidiaries

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 OF THE COMPANY, THE GROUP COMPANY
SECRETARY AND DIRECTORS AND COMPANY SECRETARIES OF MAJOR SUBSIDIARIES

In compliance with the JSE Limited Listings Requirements and Debt 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                            6 September 2021
          Nature of transaction                          On-market sale of forfeited securities in
                                                         terms of the RSP
          Class of securities                            Ordinary shares
          Number of shares                30,932
          Volume weighted average sale price             6131.80 cents per share
          Highest sale price                             6200.00 cents per share
          Lowest sale price                              6128.00 cents per share
          Total value of transaction                     R1,896,688.38
          Nature of interest                             Indirect non-beneficial
          Clearance obtained                             Yes

   1.2    Acquisition of securities for allocation to participants
          Date of transaction                             6 September 2021
          Nature of transaction                           On-market purchase of securities to fulfil
                                                          obligations to participants of the RSP
          Class of securities                             Ordinary shares
          Number of shares                                513,334
          Volume weighted average purchase price          6184.51 cents per share*
          Highest purchase price                          6222.00 cents per share
          Lowest purchase price                           6128.00 cents per share
          Total value of transaction                      R31,747,192.56
          Nature of interest                              Indirect non-beneficial
          Clearance obtained                              Yes

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

The following annual allocations of conditional ordinary shares under the Company's PSP have been
awarded to and accepted off-market by directors of the Company, the Group Company Secretary, the
Company Secretary of Woolworths Proprietary Limited ("WSA") and the directors and the
Company Secretary of David Jones Proprietary Limited ("DJ"), both major subsidiaries of the Company,
on 7 September 2021, in accordance with the Group's Remuneration Policy. Roy Bagattini, the Group
CEO, received a conditional allocation under the RSP and did not receive an allocation under the PSP.
Vesting of both the annual PSP and RSP allocations, occurs after three years, subject to the
achievement of certain performance conditions, to the extent that these have been satisfied.

  Director of WHL               Scheme               Number of           Grant price*           Transaction
                                                   conditional                                        value
                                                shares granted
  Roy Bagattini                 RSP                    390,491         As detailed in        R24,150,000.00
                                                                            1.2 above

  Directors of WHL    Scheme              Number of            Grant price#           Transaction
                                                   conditional                                        value
                                                shares granted
  Zyda Rylands                  PSP                    156,988                 R59.79         R9,386,312.52
  Reeza Isaacs                  PSP              110,128                 R59.79         R6,584,553.12
  Sam Ngumeni                   PSP                    131,197                 R59.79         R7,844,268.63
  Group Company
  Secretary
  Chantel Reddiar               PSP                     75,264                 R59.79         R4,500,034.56
  Director of DJ
  Scott Fyfe                    PSP                    217,763       R59.79        R13,020,049.80
  Director & Company
  Secretary of DJ
  Matthew Fitzgerald            PSP                     42,573                 R59.79         R2,545,439.67
  Company Secretary of
  WSA
  Adrian Davey                  PSP                     10,780                 R59.79           R644,536.20

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 as at 26 August 2021.

3. DEALINGS IN SECURITIES BY A DIRECTOR AND THE GROUP COMPANY SECRETARY OF THE
   COMPANY AND DIRECTORS AND COMPANY SECRETARY OF A MAJOR SUBSIDIARY

  Director                                 Zyda Rylands
  Company                                  Woolworths Holdings Limited
  Date of transaction                      6 September 2021
  Nature of transaction                    On-market sale of shares to settle tax obligations arising
                                           from vesting of PSPs
  Class of securities                      Ordinary shares
  Number of shares                         15,320
  Sale price (weighted average)            6160.18 cents per share
  Highest sale price                       6186.00 cents per share
  Lowest sale price                        6160.00 cents per share
  Total value of transaction               R943,739.58
  Nature of interest                       Direct beneficial
  Clearance obtained                       Yes

  Group Company Secretary       Chantel Reddiar
  Company                                  Woolworths Holdings Limited
  Date of transaction                      6 September 2021
  Nature of transaction                    On-market sale of shares to settle tax obligations arising
                                           from vesting of PSPs
  Class of securities                      Ordinary shares
  Number of shares                      5,105
  Sale price (weighted average)            6160.18 cents per share
  Highest sale price                       6186.00 cents per share
  Lowest sale price                        6160.00 cents per share
  Total value of transaction               R314,477.19
  Nature of interest                       Direct beneficial
  Clearance obtained                       Yes

  Director                                 Scott Fyfe
  Company                                  David Jones Proprietary Limited
  Date of transaction                      6 September 2021
  Nature of transaction                    On-market sale of shares
  Class of securities                      Ordinary shares
  Number of shares                         42,567
  Sale price (weighted average)            6160.18 cents per share
  Highest sale price                       6186.00 cents per share
  Lowest sale price                        6160.00 cents per share
  Total value of transaction               R2,622,203.82
  Nature of interest                       Direct beneficial
  Clearance obtained                       Yes

  Director & Company Secretary             Matthew Fitzgerald
  Company                                  David Jones Proprietary Limited
  Date of transaction                      6 September 2021
  Nature of transaction                    On-market sale of shares
  Class of securities                      Ordinary shares
  Number of shares                         8,245
  Sale price (weighted average)            6160.18 cents per share
  Highest sale price             6186.00 cents per share
  Lowest sale price                        6160.00 cents per share
  Total value of transaction               R507,906.84
  Nature of interest                       Direct beneficial
  Clearance obtained                       Yes

Cape Town
9 September 2021

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

Date: 09-09-2021 07:05:00
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