WOOLWORTHS GROUP LIMITED — Director's Dealing 2020

Sep 1, 2020

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	23 December 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.	Held by HSBC Custody Nominees (Australia) Limited on behalf of Mr Banducci’s family trust
Date of change	Share rights vested on 27 August and shares transferred to family trust on 28 August 2020
No. of securities held prior to change	195,808 shares held for Mr Banducci’s family trust
Class	Ordinary shares
Number acquired	186,835
Number disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Not applicable
No. of securities held after change	382,643 shares held for Mr Banducci’s family trust

• See chapter 19 for defined terms.

01/01/2011

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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	Acquisition of 186,835 shares as follows: ● 125,566 shares on vesting of F18 Transformation Long Term Incentive Plan (TIP) Performance Share Rights ● 45,126 shares on vesting of F18 Deferred Short Term Incentive (DSTI) Share Rights ● 16,143 shares on vesting of Dividend Equivalent Share Rights (DESRs) Transfer of all of the 186,835 shares received on vesting to family trust.

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 and Share Rights
Nature of interest	F18 TIP Performance Share Rights: These vested at 64.3%, based on Woolworths Group’s performance against the 3-year Performance Hurdles approved at the 2017 AGM F18 DSTI Share Rights: These vested in full and represent 50% of Mr Banducci’s F18 STI, which was deferred into equity for two years Allocation and vesting of DESRs: These are Share Rights equivalent to the value of dividends on the vested F18 TIP Performance Share Rights and DSTI Share Rights.
Name of registered holder (if issued securities)	Not applicable
Date of change	27 August 2020
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	● TIP Performance Share Rights: 195,278 (F18 LTI) ● Woolworths Incentive Share Plan (WISP) Performance Share Rights: 273,243 (F19 and F20 LTI) ● DSTI Share Rights: 74,439 (F18 and F19 STI)
Interest acquired	16,143 DESRs
Interest disposed	F18 TIP Performance Share Rights: ● 125,566 vested and converted into shares ● 69,712 lapsed F18 DSTI Share Rights: ● 45,126 vested and converted into shares

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	DESRs: ● 16,143 vested and converted into shares
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Performance Share Rights: ● F19 LTI - 140,194 ● F20 LTI - 133,049 Share Rights: ● F19 DSTI - 29,313

Part 3 –[+ ] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period whereprior written clearance was required?	No
If so, was prior written clearance provided to allow the trade toproceed during thisperiod?
If prior written clearance was provided, on what date was thisprovided?

• See chapter 19 for defined terms.

01/01/2011

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