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WOOLWORTHS GROUP LIMITED Capital/Financing Update 2019

May 23, 2019

66075_rns_2019-05-23_bbc6625f-d3f4-414b-80be-fb5fcd918edb.pdf

Capital/Financing Update

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==> picture [197 x 36] intentionally omitted <==

24 May 2019

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

Not for distribution in, or to any person located or resident in, the United States or Canada

Woolworths Group off-market buy-back – Market Price

Woolworths Group Limited (Woolworths Group) advises that the Market Price[1] for the off-market buy-back of its ordinary shares (Buy-Back) announced on 1 April 2019 is A$33.6434.

On this basis, applying the Buy-Back discounts set out in the Buy-Back booklet provides the following indicative Buy-Back prices (rounded to the nearest cent):

Buy-Back discount Indicative Buy-Back price
14% A$28.94
13% A$29.27
12% A$29.61
11% A$29.94
10% A$30.28

The final Buy-Back price and any scale back are expected to be announced on Monday, 27 May 2019.

For any queries on the Buy-Back process, please see the website at woolworthsgroup.com.au/buyback or contact the information line on 1300 368 664 within Australia or +61 1300 368 664 from outside Australia (Monday to Friday 8.00am-7.00pm, Sydney time).

Ends

For further information contact:

Investors and Analysts: Paul van Meurs, Head of Investor Relations: +61 407 521 651 or Tricia Ho-Hudson, Group Treasurer: +61 429 053 726

Media: Woolworths Group Press Office: +61 2 8885 1033, [email protected]

Important notice

Shareholders who are (or nominees or trustees who hold shares on behalf of or for the account or benefit of persons who are) located in the United States, US persons (within the meaning of Regulation S under the United States Securities Act of 1933, as amended) or residents of Canada will not be eligible to participate in the Buy-Back. American Depositary Receipts may not be offered for sale through the Buy-Back. The Buy-Back Documents, including the Booklet and information flyer, will not be distributed or released in or into the United States or Canada. Any person receiving any of the Buy-Back Documents must not forward, distribute or send them into the United States or Canada, or make them available to any Excluded Foreign Person, including any person located in the United States, any US Person or any resident of Canada.

1 The volume weighted average price of Woolworths Group ordinary shares on the ASX over the five trading days up to and including Friday, 24 May 2019, calculated to four decimal places.

Woolworths Group Limited ABN 88 000 014 675