WOOLWORTHS GROUP LIMITED — AGM Information 2018

Sep 24, 2018

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25 September 2018

ASX Market Announcements Office Australian Securities Exchange 20 Bridge Street Sydney NSW 2000

Resolutions for consideration at the Woolworths Annual General Meeting

Woolworths Group Limited (Woolworths) gives notice that the attached resolutions for consideration at the Annual General Meeting to be held on 21 November 2018 have been received under section 249N of the Corporations Act from 104 shareholders representing approximately 0.0125% of shares on issue.

Woolworths respects the rights of shareholders to requisition resolutions.

The Woolworths Notice of Annual General Meeting will be published in October and will include the Board’s recommendation on each resolution to be considered at the meeting.

For further information contact:

Media

Woolworths Group Press Office +61 2 8885 1033

Woolworths Group Limited ABN 88 000 014 675

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RESOLUTION 1

Special resolution to amend our company's constitution

To amend the constitution to insert a new clause 9.28

Member resolutions at general meeting

The Members in general meeting may by ordinary resolution express and opinion or request information about the way in which a power of the company partially or exclusively vested in the directors has been or should be exercised. However, such a resolution must relate to an issue of material relevance to the company or the company's business and cannot either advocate action which would violate any law or relate to any personal claim or grievance. Such a resolution is advisory only and does not bind the directors or the company.

RESOLUTION 2

Ordinary resolution on human rights in our company's operations and supply chains

In order to effectively protect workers in our company's domestic fresh food supply chains from human rights and labour abuses, and to protect our company's interests, shareholders recommend that our company:

1. Reach agreement with the National Union of Workers to introduce a Pre-Qualification Program that will improve Labour Hire providers' compliance with labour and human rights standards, as per the commitment made by our company on 22 November 2017, which is yet to be given formal effect.

2. Ensure trade union involvement in worker rights' education activities and grievance resolution procedures, to promote compliance by ensuring workers understand and can exercise their rights, and are protected and supported to raise concerns.

3. Provide ongoing disclosure to shareholders, commencing with the company's 2019 Sustainability Report, about the company's domestic fresh food supply chain, including reporting on:

4. a. The implementation and impact of the Labour Hire Pre-Qualification Program;

5. b. The nature and outcome of enforcement and remediation activities undertaken by the company, and the impact on supply chain workers' wages and working conditions;

6. c. How the company is collaborating with stakeholders, including trade unions, to improve compliance and best practice;

7. d. The barriers to sustainable compliance with human and labour rights standards, and the mechanisms the company has identified and implemented to address them.

Woolworths Group Limited ABN 88 000 014 675