WOOLWORTHS GROUP LIMITED — Director's Dealing 2022

Mar 16, 2022

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	Holly Kramer
Date of last notice	4 March 2022

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 Limited on behalf of Ms Kramer’s superannuation fund ● Woolworths Custodian Pty Ltd as trustee of the Woolworths Group Non-Executive Directors Equity Plan (NED Equity Plan)
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	-

• 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	● 7,942 shares held for Ms Kramer’s superannuation fund ● 7,065 shares held under the NED Equity Plan
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	Quarterly allocation of NED Share Rights in accordance with the NED Plan Rules
Nature of interest	NED Share Rights. Woolworths Custodian Pty Ltd has been issued with the Ordinary Shares underlying the NED Share Rights. The NED Share Rights will vest and convert into Woolworths Ordinary Shares twice yearly. The resulting shares remain in the NED Equity Plan for the nominated deferral period
Name of registered holder (if issued securities)	Woolworths Custodian Pty Ltd as trustee of the NED Equity Plan
Date of change	17 March 2022
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	462 NED Share Rights
Interest disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	$16,536.64
Interest after change	462 NED Share Rights

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 2

Appendix 3Y Change of Director’s Interest Notice

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

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3

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	Jennifer Carr-Smith
Date of last notice	17 December 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	-
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	-
Date of change	-
No. of securities held prior to change	-
Class	-
Number acquired	-
Number disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	-
No. of securities held after change	-
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	-

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y

Appendix 3Y Change of Director’s Interest Notice

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	Quarterly allocation of US NED Share Rights in accordance with the US NED Plan Rules
Nature of interest	US NED Share Rights. The US NED Share Rights will vest and convert into Woolworths Ordinary Shares the earlier of the end of the Director’s tenure or 15 years
Name of registered holder (if issued securities)	-
Date of change	17 March 2022
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	2,924 NED Share Rights
Interest acquired	1,047 NED Share Rights
Interest disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	$37,475.90
Interest after change	3,971 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?	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