WOOLWORTHS GROUP LIMITED — Director's Dealing 2012

Sep 10, 2012

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	Thomas William Pockett
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		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		10 September 2012 ‐ 218,750 acquired 10 September 2012 ‐ 218,750 disposed
No. of securities held prior to change		133,000 Ordinary fully paid shares 465,500 Unlisted options over Ordinary fully paid shares 155,882 Unlisted performance rights over Ordinaryfully paid shares
Class		Ordinary fully paid shares Unlisted options over Ordinary fully paid shares Unlisted performance rights over Ordinary fully paid shares
Number acquired		218,750 shares
Number disposed		218,750 shares

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	218,750 shares acquired @ $25.91 218,750 shares disposed at market value
No. of securities held after change	133,000 Shares 246,750 Unlisted options over ordinary fully paid shares 155,882 Unlisted performance rights over ordinaryfully paid shares
Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	218,750 shares issued pursuant to the exercise of options granted under the terms and conditions of the Woolworths Limited Long Term Incentive Plan in 2007 ‐ and subsequently sold on‐market to fund the 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 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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Were the interests in the securities or contracts detailed NO above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade N/A to proceed during this period? If prior written clearance was provided, on what date was this N/A provided?

• See chapter 19 for defined terms.

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