WOOLWORTHS GROUP LIMITED — Director's Dealing 2007

Sep 4, 2007

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity: Woolworths Limited

ABN: 88 000 014 675

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Thomas William Pockett
Date of last notice	30 August 2007

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Registered holder and beneficial owner
Date of change	3 September 2007
No. of securities held prior to change	Nil shares 830,000 unlisted Options over fully paid ordinary shares
Class	Ordinary fully paid shares
Number acquired	190,000 Shares
Number disposed	136,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$12.94
No. of securities held after change	54,000 Shares 630,000 Unlisted Options over fully paid ordinary shares.

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Nature of change Shares issued pursuant to the exercise of Example: on-market trade, off-market trade, exercise of options, issue of Options granted under the terms and securities under dividend reinvestment plan, participation in buy-back conditions of the Woolworths Limited Executive Option Plan (EOP) in 2002. 136,000 shares subsequently sold on-market to fund exercise price and associated tax liability arising from the exercise of options.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	n/a
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation

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………………………………. PETER J HORTON COMPANY SECRETARY Date: 5 September 2007

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002