WOOLWORTHS GROUP LIMITED — Director's Dealing 2023

Nov 16, 2023

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	31 August 2023

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: ● HSBC Custody Nominees (Australia) Limited on behalf of Mr Banducci’s family trust ● HSBC Custody Nominees (Australia) Limited on behalf of Mr Brad Banducci
Date of change	No change
No. of securities held prior to change	● 217,643 shares held for Mr Banducci’s family trust ● 76,927 shares held for Mr Brad Banducci
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	No 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	N/A

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

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.

director” should be disclosed in this part.
Detail of contract	Performance Share Rights and Share Rights
Nature of interest	Two allocations: ● The F24 Woolworths Incentive Share Plan (F24 LTI) Performance Share Rights. Vesting of the F24 LTI is subject to Woolworths Group’s performance against the 3-year performance hurdles approved at the 2023 AGM ● The F23 Deferred Short Term Incentive Plan (F23 DSTI) Share Rights
Name of registered holder (if issued securities)	Woolworths Custodian Pty Ltd as trustee of Woolworths Group share plans
Date of change	15 November 2023
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	Performance Share Rights: ● F22 LTI Performance Share Rights - 117,531 ● F23 LTI Performance Share Rights - 123,013 Share Rights: ● F22 DSTI Share Rights - 21,336
Interest acquired	Performance Share Rights: ● F24 LTI - 111,199 Share Rights: ● F23 DSTI - 30,014
Interest disposed	● Nil
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	● The Performance Share Rights represent Mr Banducci’s F24 LTI award, which has a maximum value of 170% of his Total Fixed Remuneration at 1 July 2023 ● The F23 DSTI Share Rights represent 50% of Mr Banducci’s F23 STI award (half of the STI award is cash and half is deferred equity)
Interest after change	Performance Share Rights: ● F22 LTI - 117,531 ● F23 LTI - 123,013 ● F24 LTI - 111,199 Share Rights: ● F22 DSTI - 21,336 ● F23 DSTI - 30,014

• See chapter 19 for defined terms.

01/01/2011

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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 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 Page 3