WOOLWORTHS GROUP LIMITED — Director's Dealing 2019

Apr 4, 2019

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.

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	Gordon Cairns
Date of last notice	22 March 2019

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.	Shares held by: •Bond Street Custodians Pty Limited on behalf of Mr Cairns’ superannuation fund •Woolworths Custodian Pty Ltd as trustee of the Woolworths Group Non-Executive Directors Equity Plan (NED Plan)
Date of change	5 April 2019
No. of securities held prior to change	27,645
Class	Ordinary shares
Number acquired	413
Number disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$30.0990
No. of securities held after change	•28,058 shares held for Mr Cairns’ superannuation fund •3,563 shares held under the NED Plan

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change Shares allocated under the Dividend Example: on-market trade, off-market trade, exercise of options, Reinvestment Plan 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	No change
Nature of interest	NED Share Rights. Woolworths Custodian Pty Ltd holds the ordinary shares underlying the NED Share Rights
Name of registered holder (if issued securities)	Woolworths Custodian Pty Ltd as trustee of the NED Plan
Date of change	No 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	823 NED Share Rights

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?
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