WOOLWORTHS HOLDINGS LIMITED - Outperformance share award to incoming WHL Group CEO and dealings in securities by the WHL Share Trust

Outperformance share award to incoming WHL Group CEO and dealings in securities by the WHL Share Trust

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")

OUTPERFORMANCE SHARE AWARD TO INCOMING WHL GROUP CEO AND DEALINGS IN SECURITIES BY THE WHL SHARE TRUST

Shareholders are referred to the announcement released on SENS on 12 March 2026, wherein the Board
announced the appointment of Mr Sam Ngumeni, an executive director, as the incoming Group Chief
Executive Officer ("Group CEO") of the Company with effect from 1 June 2026.

In line with its focus on long-term value creation and alignment with shareholder interests, the Board has
set robust outperformance measures and has consequently approved a special once-off outperformance
share award ("OSA") to Mr Ngumeni, consisting of 995,715 WHL shares acquired on the open market by
the Woolworths Holdings Share Trust ("WHST") as detailed below. To support longer term value creation
the Board structured the OSA to be tested in full at the end of a five-year vesting period. The shares will be
held in escrow for the duration of the vesting period.

Over this period, all dividends will be reinvested into acquiring additional WHL shares which are subject to
the same performance conditions as the OSA award and any resultant unvested shares and dividends will
be forfeited. Linear vesting applies between threshold vesting and targeted vesting.

The performance conditions applicable to the OSA are listed below:
    Measures             Vesting    Weighting       Threshold Vesting          Targeted Vesting
                         Period                           (50%)                      (100%)

                                        50%         WHL share price of R80     WHL share price of R100
    Share Price Growth                                        by June 2031                by June 2031

    adHeps Growth        5 years        30%                  10% per annum               15% per annum

                                           
    ROCE                                20%            Average of WACC + 5    Average of WACC + 8 over
                                                           over the period                  the period 
                                                              

The Board has full confidence in Mr Ngumeni's ability to execute effectively against the Group's strategic
priorities and to deliver on key strategic and operational initiatives across the Company.

As an executive director, Mr Ngumeni holds WHL shares in excess of his existing minimum shareholding
requirement ("MSR") which is 150% of his total guaranteed remuneration. This MSR increases to 200% of
his total guaranteed remuneration on 1 June 2026, however Mr Ngumeni already holds WHL shares in
excess of the increased MSR amount.

DEALINGS IN SECURITIES BY THE WHST

Acquisition of securities

The WHST has acquired 995,715 WHL shares on-market following clearance to deal in order to fulfil the
OSA to Mr Sam Ngumeni, the incoming Group CEO, who accepted the award on 23 March 2026.

Details of the dealings are listed below:

      Nature of transaction                       On-market purchase of securities to fulfil
                                                  obligations for OSA participant
      Class of securities                         Ordinary shares
      Nature of interest                          Indirect non-beneficial
      Clearance obtained                          Yes
      Date of transaction                         23 March 2026
      Number of shares                            500,000
      Volume weighted average purchase price      5085.80 cents per share
      Highest purchase price                      5227.00 cents per share
      Lowest purchase price                       4992.00 cents per share
      Total value of transaction                  R25,429,000.00

      Date of transaction                         24 March 2026
      Number of shares                            495,715
      Volume weighted average purchase price      5158.40 cents per share
      Highest purchase price                      5199.00 cents per share
      Lowest purchase price                       5080.00 cents per share
      Total value of transaction                  R25,570,962.56

Sale of forfeited securities

The WHST has sold 184,613 WHL shares on-market following the forfeiture of performance shares in
accordance with the terms of the Performance Plan.

Details of the dealing are listed below:

    Nature of transaction                       On-market sale of forfeited securities in
                                                terms of the Performance Plan
    Class of securities                         Ordinary shares
    Nature of interest                          Indirect non-beneficial
    Clearance obtained                          Yes
    Date of transaction                         23 March 2026
    Number of shares                            184,613
    Sale price                                  5088.46 cents per share
    Total value of transaction                  R9,393,958.66

Cape Town
26 March 2026

Equity Sponsor and Debt Sponsor
Investec Bank Limited

Date: 26-03-2026 07:05:00
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