WOOLWORTHS GROUP LIMITED — Director's Dealing 2014

Sep 22, 2014

WOOLWORTHS LIMITED

1 Woolworths Way, Bella Vista New South Wales 2153 Australia Telephone +61 2 8885 0000 Facsimile +61 2 8885 0001 woolworthslimited.com.au

23 September 2014

Mr Simon Daniels ASX Compliance 20 Bridge Street SYDNEY NSW 2000

By Email: Simon.Daniels@asx.com.au

Dear Simon

Notifiable Interest Changes

I refer to our conversation earlier.

As I explained on the call, the failure to lodge the Appendix 3Y in relation to Mr Perkins' purchase of shares in the Company was due to an administrative error by the Secretariat. I have changed our processes to ensure this does not happen again.

Each of the Company's directors is aware of his/her obligations in relation to notifying ASX of changes to notifiable interests. They were reminded of these obligations at the time that the Company updated its Securities Dealing Policy on 1 September.

Yours sincerely

Righard Dammery Óhief Legal Officer & Company Secretary, WOOLWORTHS LIMITED

ASX Compliance Pty Limited ABN 26 087 780 489 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215

Telephone 61 2 9227 0137 Facsimile 61 2 9241 7620 www.asx.com.au

23 September 2014

Dr Richard Dammery Company Secretary

By Email: MMeagher@woolworths.com.au

Dear Maggie,

Woolworths Limited (the "Company")

We refer to the following;

• 1. The Appendix 3Y lodged by the Company with ASX Limited ("ASX") on 23 September 2014 for Scott Redvers Perkins (the "Notice").
• 1. Listing rule 3.19A.2 which requires an entity to tell ASX the following:

A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

1. Listing rule 3.19B which states as follows:

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

The Notice indicates that a change in Scott Redvers Perkins's notifiable interest occurred on 10 September 2014. It appears that the Notice should have been lodged with ASX by 17 September 2014. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: "Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities", we ask that you answer each of the following questions:

• 1. Please explain why the Notice was lodged late.
• 1. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?
• 1. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail at simon.daniels@asx.com.au. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading (i.e. before 9.30 a.m. A.E.D.T.) on Friday, 26 September 2014.

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and should separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely

[Sent electronically without signature]

Simon Daniels Senior Adviser, Listings (Sydney)