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Dealings in Securities by Share Scheme, Directors of Company and Major Subsidiaries, and Group Company Secretary

Published: 2025-09-15 08:05:54 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 AND MAJOR SUBSIDIARIES,
AND THE GROUP COMPANY SECRETARY

In compliance with the JSE Limited Listings Requirements and Debt & Specialist Securities Listings
Requirements, the following information is disclosed:

1. DEALINGS IN SECURITIES BY THE WOOLWORTHS HOLDINGS SHARE TRUST FOR THE WHL
   PERFORMANCE PLAN (“PP”)

          Acquisition of securities for allocation to participants
          Nature of transaction                           On-market purchase of securities to fulfil
                                                          obligations to participants of the PP
          Class of securities                             Ordinary shares
          Nature of interest                              Indirect non-beneficial
          Clearance obtained                              Yes
          Date of transaction                             11 September 2025
          Number of shares                                1 426 790
          Volume weighted average purchase price          5290.88 cents per share
          Highest purchase price                          5325.00 cents per share
          Lowest purchase price                           5221.00 cents per share
          Total value of transaction                      R75,489,746.75

2. ACCEPTANCE OF CONDITIONAL ALLOCATIONS UNDER THE COMPANY’S PP AND RETENTION SHARE
   PLAN (“RSP”)

The following annual allocations of conditional ordinary shares under the Company’s PP 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”) and the directors and Company
Secretary of Country Road Group (“CRG”), both major subsidiaries of the Company, on 12 September 2025,
in accordance with the Group’s 2025 Remuneration Policy. Vesting of the annual PP allocations, occurs after
three years, subject to the achievement of certain performance conditions, to the extent that these have
been satisfied. Roy Bagattini, the Group CEO, received a conditional allocation under the RSP, as described
below.


  Directors of WHL                    Number of                    Grant price #
                                     conditional                                     Transaction value
                                  shares granted
  Roy Bagattini                          575,641        5241.00 cents per share           R30,169,358*
  Roy Bagattini 1                        186,356        5366.08 cents per share           R10,000,012*
  Zaid Manjra                            120,683        5241.00 cents per share            R6,325,000*
  Sam Ngumeni                            204,160        5241.00 cents per share           R10,700,000*

  Group Company Secretary
  and director of WSA
  Chantel Reddiar                        111,811        5241.00 cents per share           R5,860,000 *
    Directors of WSA
    Justin Crowhurst                        76,339         5241.00 cents per share             R4,000,944 *
    Manie Maritz                           148,575         5241.00 cents per share             R7,786,800 *
    Zinzi Mgolodela                         59,834         5241.00 cents per share             R3,135,904 *
    Melanie Naidu                           98,741         5241.00 cents per share             R5,175,000 *

    Company Secretary of
    WSA
    Adrian Davey                             31,006        5241.00 cents per share             R1,625,000 *

    Directors of CRG
    Steven Cook                            270,177         5241.00 cents per share            R14,160,000*
    Rosetta D'Amico                         62,704         5241.00 cents per share             R3,286,300*

    Company Secretary of CRG
    Lucy Deane                               37,149        5241.00 cents per share             R1,947,000*

*Clearance has been received in respect of the transaction. Interest is direct and beneficial. The transaction was
completed on market.

#Representing the five-day volume weighted average traded price of the Company’s shares as at
3 September 2025.

1
  Represents the conditional allocation of shares issued to the Group CEO under the RSP and subject to the
achievement of certain performance conditions relating to senior leadership development and succession.



Cape Town
15 September 2025

Equity Sponsor and Debt Sponsor
Investec Bank Limited