WOOLWORTHS GROUP LIMITED — Director's Dealing 2011

Nov 30, 2011

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	John Astbury
Date of last notice	9 October 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	24 November 2011
No. of securities held prior to change	12,797 shares
Class	Ordinary fully paid shares
Number acquired	261 Notes II
Number disposed	0
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$100.00 per note
No. of securities held after change	12,797 shares 261 Notes II

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Nature of change Notes issued pursuant to the Prospectus dated Example: on-market trade, off-market trade, exercise of options, issue of 26 October 2011 relating to an offer of securities under dividend reinvestment plan, participation in buy-back Woolworths Notes II at $100 each to raise $700 million with the ability to raise more or less.

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

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	n/a
If prior written clearance was provided, on what date was this provided?	n/a

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

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 30/09/01 Amended 01/01/11

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	Roderick Sheldon Deane
Date of last notice	11 March 2004

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	Indirect ‐ 40,000 Ordinary fully paid)
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	40,000 registered in the name of Totara Holdings Ltd, in which I have a relevant interest as both Trustee and in a personal capacity.
Date of change	24 November 2011
No. of securities held prior to change	40,000 shares
Class	Ordinary fully paid
Number acquired	500 Notes II
Number disposed	Nil
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	$100.00 per note
No. of securities held after change	40,000 shares 500 Notes II

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	Notes issued pursuant to the Prospectus dated 26 October 2011 relating to an offer of Woolworths Notes II at $100 each to raise $700 million with the ability to raise more or less.

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

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	n/a
If prior written clearance was provided, on what date was this provided?	n/a

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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	Leon L’Huillier
Date of last notice	9 March 2010

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	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Laval Enterprises Pty Ltd
Date of change	24 November 2011
No. of securities held prior to change	30,000 shares
Class	Ordinary fully paid shares
Number acquired	271 Notes II
Number disposed	0
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$100.00 per note
No. of securities held after change	30,000 shares 271 Notes II

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Nature of change Notes issued pursuant to the Prospectus dated Example: on-market trade, off-market trade, exercise of options, issue of 26 October 2011 relating to an offer of securities under dividend reinvestment plan, participation in buy-back Woolworths Notes II at $100 each to raise $700 million with the ability to raise more or less.

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.

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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
----- End of picture text -----

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	n/a
If prior written clearance was provided, on what date was this provided?	n/a

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

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	Ian John Macfarlane
Date of last notice	31 August 2011

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		Indirect 12,000 shares (Ordinary fully paid)
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.		Indirect :Ordinary fully paid shares held by Salignac Pty Ltd as trustee for the BH Macfarlane Superfund Account in which Mr Macfarlane has a relevant interest. (Mr Macfarlane is a Director of Salignac Pty Ltd).
Date of change		24 November 2011
No. of securities held prior to change		12,000 shares
Class		Ordinary fully paid shares
Number acquired		700 Notes II
Number disposed		0
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation		$100.00 per note
No. of securities held after change		12,000 shares 700 Notes II

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Nature of change Notes issued pursuant to the Prospectus dated Example: on-market trade, off-market trade, exercise of options, issue of 26 October 2011 relating to an offer of securities under dividend reinvestment plan, participation in buy-back Woolworths Notes II at $100 each to raise $700 million with the ability to raise more or less.

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.

==> picture [435 x 266] intentionally omitted <==

----- Start of picture text -----

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
----- End of picture text -----

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	n/a
If prior written clearance was provided, on what date was this provided?	n/a

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

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 30/09/01 Amended 01/01/11

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	Jillian Broadbent
Date of last notice	28 January 2011

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	24 November 2011
No. of securities held prior to change	65,138 shares
Class	Ordinary fully paid
Number acquired	2511 Notes II
Number disposed	Nil
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	$100.00 per note
No. of securities held after change	65,138 shares 2511 Notes II

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	Notes issued pursuant to the Prospectus dated 26 October 2011 relating to an offer of Woolworths Notes II at $100 each to raise $700 million with the ability to raise more or less.

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

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	n/a
If prior written clearance was provided, on what date was this provided?	n/a

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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 30/09/01 Amended 01/01/11

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.

We (the entity) give ASX the following the director for the purposes of section	information under listing rule 3.19A.2 and as agent for 205G of the Corporations Act.
Name of Director	Ralph Waters
Date of last notice	14 September 2011

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		Indirect: 14,000 Ordinary fully paid shares
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.		Indirect: Ordinary fully paid shares held by Argie Pty Ltd as trustee for The Waters Superannuation Fund (12,230 shares), and by Gragill Pty Ltd as trustee for The Waters Family Trust (1770 shares). Ralph Waters is a director of both entities.
Date of change		24 November 2011
No. of securities held prior to change		14,000 shares
Class		Ordinary fully paid
Number acquired		42 Notes II
Number disposed		Nil
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation		$100.00 per note
No. of securities held after change		14,000 shares 42 Notes II

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	Notes issued pursuant to the Prospectus dated 26 October 2011 relating to an offer of Woolworths Notes II at $100 each to raise $700 million with the ability to raise more or less.

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

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	n/a
If prior written clearance was provided, on what date was this provided?	n/a

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011