WOOLWORTHS GROUP LIMITED — Director's Dealing 2018

Sep 24, 2018

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 Group 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	28 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.	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 No change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back

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	Share Rights
Nature of interest	Award of Deferred Short Term Incentive Plan (DSTI 2018) Share Rights. The vesting date is 1 July 2020
Name of registered holder (if issued securities)	Not applicable
Date of change	18 September 2018
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 – 436,498 Deferred Short Term Incentive (DSTI) Share Rights – 58,964
Interest acquired	45,126 DSTI 2018 Share Rights
Interest disposed	Lapse of 77,619 LTI Performance Share Rights due to non-vesting of the LTI Plan
Value/Consideration Note: If consideration is non‐cash, provide details and an estimated valuation	$1,368,000. This amount represents 50% of Mr Banducci’s F18 STI award, calculated based on the volume weighted average price (VWAP) of Woolworths Group shares in the five days up to and including 1 July 2018
Interest after change	TIP – 436,498 Performance Share Rights  DSTI – 104,090 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