WOOLWORTHS GROUP LIMITED — Director's Dealing 2017

Nov 27, 2017

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	Brad Banducci
Date of last notice	3 November 2017

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.	All shares are held by HSBC Custody Nominees (Australia) Limited on behalf of Mr Banducci’s superannuation fund
Date of change	No change
No. of securities held prior to change	No change
Class	Ordinary shares
Number acquired	‐
Number disposed	‐
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	‐
No. of securities held after change	53,638 shares

• 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	No change

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	Performance Share Rights
Nature of interest	Award of Transformation Long Term Incentive Plan Performance Share Rights for FY18. Vesting is subject to Woolworths exceeding the Performance Hurdles set out in the 2017 AGM Notice of Meeting over the period 1 July 2017 to 30 June 2020
Name of registered holder (if issued securities)	Not applicable
Date of change	27 November 2017, following approval at the AGM on 23 November 2017
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	Long Term Incentive (LTI) Performance Share Rights – 77,619 Transformation Long Term Incentive (TIP) Performance Share Rights – 241,220 Deferred Short Term Incentive (DSTI) Share Rights – 58,964
Interest acquired	195,278 TIP Performance Share Rights
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non‐cash, provide details and an estimated valuation	This grant represents Mr Banducci’s FY18 LTI award, which has a maximum value of 200% of his Total Fixed Remuneration at 1 July 2017
Interest after change	LTI – 77,619 Performance Share Rights TIP – 436,498 Performance Share Rights  DSTI – 58,964 Share Rights

Part 3 – ~~[+]~~ Closed period

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 to proceed during this period? If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011