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Dealings in securities

Published: 2022-09-13 08:06:01 ET
<<<  go to JSE:WHL company page
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 WOOLWORTHS HOLDINGS SHARE TRUST FOR THE WHL RETENTION
   SHARE PLAN (“RSP”)

    1.1   Sale of forfeited securities
          Date of transaction                            8 September 2022
          Nature of transaction                          On-market sale of forfeited securities in
                                                         terms of the RSP
          Class of securities                            Ordinary shares
          Number of shares                               18,710
          Volume weighted average sale price             6257.45 cents per share
          Highest sale price                             6268.00 cents per share
          Lowest sale price                              6257.00 cents per share
          Total value of transaction                     R 1,170,768.90
          Nature of interest                             Indirect non-beneficial
          Clearance obtained                             Yes

    1.2   Acquisition of securities for allocation to participants
          Date of transaction                             8 September 2022
          Nature of transaction                           On-market purchase of securities to fulfil
                                                          obligations to participants of the RSP
          Class of securities                             Ordinary shares
          Number of shares                                797,370
          Volume weighted average purchase price          6311.16 cents per share
          Highest purchase price                          6354.00 cents per share
          Lowest purchase price                           6231.00 cents per share
          Total value of transaction                      R 50,323,315.05
          Nature of interest                              Indirect non-beneficial
          Clearance obtained                              Yes

          Date of transaction                            9 September 2022
          Nature of transaction                          On-market purchase of securities to fulfil
                                                         obligations to participants of the RSP
          Class of securities                            Ordinary shares
          Number of shares                               755,644
          Volume weighted average purchase price         *6400.25 cents per share
          Highest purchase price                         6470.00 cents per share
          Lowest purchase price                          6290.00 cents per share
          Total value of transaction                     R 48,363,105.11
          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 the directors of the Company, the Group Company Secretary, the
directors and the Company Secretary of Woolworths Proprietary Limited (“WSA”), the directors and the
Company Secretary of David Jones Proprietary Limited (“DJ”), both major subsidiaries of the Company, on
12 September 2022, in accordance with the Group’s Remuneration Policy. Chantel Reddiar, the
Group Company Secretary of the Company and a director of WSA received a conditional allocation under
the RSP, subject to the achievement of the necessary performance criteria, vesting between three and five
years. Roy Bagattini, the Group CEO, received a conditional allocation under the RSP, subject to the same
Company specific criteria as the PSP performance conditions, 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                   404,484      *As detailed in 1.2 above R25,702,976.00

Group Company
Secretary and director
of WSA
Chantel Reddiar           RSP                   110,739      *As detailed in 1.2 above    R7,036,920.00

Directors of WHL          Scheme             Number of                   Grant price #      Transaction
                                            conditional                                           value
                                         shares granted
Reeza Isaacs              PSP                   125,423       5473.00 cents per share     R6,864,401.00
Sam Ngumeni               PSP                   151,927       5473.00 cents per share     R8,314,965.00

Group Company
Secretary and director
of WSA
Chantel Reddiar           PSP                    85,717       5473.00 cents per share     R4,691,291.00

Directors of DJ
Scott Fyfe                PSP                   251,599       5473.00 cents per share R13,770,013.00
Kathy Karabatsas          PSP                    61,461       5473.00 cents per share R3,363,761.00

Company Secretary of
DJ
Matthew Fitzgerald        PSP                    48,224       5473.00 cents per share     R2,639,300.00

Directors of WSA
Zyda Rylands              PSP                   178,791       5473.00 cents per share     R9,785,231.00
Melanie Naidu             PSP                    76,741       5473.00 cents per share     R4,200,035.00
Manie Maritz              PSP                   123,813       5473.00 cents per share     R6,776,285.00
Justin Crowhurst          PSP                    62,069       5473.00 cents per share     R3,397,036.00
Zinzi Mgolodela           PSP                    46,191       5473.00 cents per share     R2,528,033.00

Company Secretary of
WSA
Adrian Davey              PSP                    12,335       5473.00 cents per share      R675,095.00
Clearance has been received in respect of the above transactions. All interests are direct and beneficial.
The transactions were completed off market for the PSP allocations and on market for the RSP allocations.

#Representing the five-day volume weighted average traded price of the Company’s shares as at
1 September 2022.

3. DEALINGS IN SECURITIES BY THE DIRECTORS OF MAJOR SUBSIDIARIES

  Director                              Zyda Rylands
  Company                               Woolworths Proprietary Limited
  Date of transaction                   8 September 2022
  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                      31,661
  Sale price                            6250.00 cents per share
  Total value of transaction            R1,978,812.50
  Nature of interest                    Direct beneficial
  Clearance obtained                    Yes

  Director                              Melanie Naidu
  Company                               Woolworths Proprietary Limited
  Date of transaction                   8 September 2022
  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                      8,478
  Sale price                            6250.00 cents per share
  Total value of transaction            R529,875.00
  Nature of interest                    Direct beneficial
  Clearance obtained                    Yes

  Company Secretary                     Matthew Fitzgerald
  Company                               David Jones Proprietary Limited
  Date of transaction                   8 September 2022
  Nature of transaction                 On-market sale of shares
  Class of securities                   Ordinary shares
  Number of shares                      18,235
  Sale price                            6250.00 cents per share
  Total value of transaction            R1,139,687.50
  Nature of interest                    Direct beneficial
  Clearance obtained                    Yes


Cape Town
13 September 2022

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