WOOLWORTHS GROUP LIMITED — Director's Dealing 2009

Sep 2, 2009

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	Michael Gerard Luscombe
Date of last notice	3 September 2008

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	160,000 shares disposed on 31/08/09 400,000 shares acquired on 03/09/09
No. of securities held prior to change	1) 433,290 Shares 2) 1,230,000 Options
Class	1) Ordinary fully paid shares 2) Unlisted Options over Ordinary fully paid shares
Number acquired	400,000
Number disposed	160,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	150,000 acquired @ $11.54 250,000 acquired @ $19.47 160,000 disposed @ Market Value
No. of securities held after change	273,290 Ordinary fully paid shares 1,330,000 Unlisted Options over Ordinary fully paid 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 150,000 shares (issued pursuant to the Example: on-market trade, off-market trade, exercise of options, issue of exercise of Options granted under the securities under dividend reinvestment plan, participation in buy-back terms and conditions of the Woolworths Limited Executive Option Plan (EOP) in 2004, and 250,000 shares (issued pursuant to the exercise of Options granted under the terms and conditions of the Woolworths Limited Long Term Incentive Plan (LTIP) in 2006). 160,000 shares sold on-market to partially fund exercise price and associated tax liability arising from the exercise of the 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
Interest after change

………………………………….

PETER J HORTON COMPANY SECRETARY Date: 3 September 2009

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002