WOOLWORTHS GROUP LIMITED — Director's Dealing 2021

Aug 31, 2021

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1 September 2021

ASX Market Announcements Office Australian Securities Exchange 20 Bridge Street Sydney NSW 2000

Appendix 3Y - Change of Director’s Interest Notice

Attached is a Change of Director’s Interest Notice for Brad Banducci, Woolworths Group CEO.

Mr Banducci acquired 174,586 shares as part of his remuneration, following the vesting of share rights on 27 August 2021.

Mr Banducci has sold 140,000 of the shares received. His remaining shareholding of 365,729 shares continues to exceed his Minimum Shareholding Requirements to hold Woolworths Group shares to the value of 200% of his total fixed remuneration.

Authorised by: Michelle Hall, Company Secretary

Woolworths Group Limited ABN 88 000 014 675

1 Woolworths Way, Bella Vista NSW 2153

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	22 July 2021

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: 27 August 2021 ● Shares transferred to existing HSBC account: 27 August 2021 ● Shares sold/ transferred: 30 August 2021- 1 September 2021
No. of securities held prior to change	332,643 shares held for Mr Banducci’s family trust
Class	Ordinary shares
Number acquired	Share rights vested: 174,586
Number disposed	● Shares sold: 140,000 ● Shares transferred to third party: 1,500
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil on acquisition or transfer $41.45 per share on sale

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

365,729 shares held for Mr Banducci’s family trust

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 174,586 shares as follows: ● 126,610 shares on vesting of F19 Long Term Incentive Plan (LTI) Performance Share Rights ● 34,158 shares on vesting of F19 Deferred Short Term Incentive (DSTI) Share Rights ● 13,818 shares on vesting of Dividend Equivalent Share Rights (DERs) Transfer balance of 174,586 shares to existing HSBC account On market sale of 140,000 shares Off market transfer of 1,500 shares

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	F19 LTI Performance Share Rights: These vested at 77.5%, based on Woolworths Group’s performance against the 3-year Performance Hurdles approved at the 2018 AGM F19 DSTI Share Rights: These vested in full and represent 50% of Mr Banducci’s F19 STI, which was deferred into equity for two years Allocation and vesting of DERs: These are Share Rights equivalent to the value of dividends on the vested F19 LTI Performance Share Rights and DSTI Share Rights.
Name of registered holder (if issued securities)	Not applicable
Date of change	27 August 2021
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	● F19 LTI Performance Share Rights - 163,368 ● F20 LTI Performance Share Rights - 155,042 ● F21 LTI Performance Share Rights - 140,485 ● F19 DSTI Share Rights - 34,158
Interest acquired	13,818 DERs

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 2

Appendix 3Y Change of Director’s Interest Notice

Interest disposed	F19 LTI Performance Share Rights: ● 126,610 vested and converted into shares ● 36,758 lapsed F19 DSTI Share Rights: ● 34,158 vested and converted into shares DERs: ● 13,818 vested and converted into shares
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	● F20 LTI Performance Share Rights - 155,042 ● F21 LTI Performance Share Rights - 140,485

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?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3