WOOLWORTHS GROUP LIMITED — Director's Dealing 2023

Aug 30, 2023

==> picture [596 x 141] intentionally omitted <==

31 August 2023

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

Appendix 3Y - Brad Banducci

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

Mr Banducci received 121,992 Woolworths Group shares as part of his remuneration, following the vesting of performance share rights on 24 August 2023. Mr Banducci has sold 75,000 shares on-market to fund taxation obligations. His remaining shareholding of 294,570 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: Kate Eastoe, Company Secretary

For further information contact

For further information contact	For further information contact
Investors and analysts Paul van Meurs Head of Investor Relations +61 407 521 651	Media Woolworths Press Offce media@woolworths.com.au +61 2 8885 1033

==> picture [116 x 102] intentionally omitted <==

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	16 November 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 givingrise to the relevant interest.	Held by HSBC Custody Nominees (Australia) Limited held for Mr Banducci’s family trust
Date of change	Performance share rights vested on 24 August 2023 Sale of shares occurred on 28 August 2023 and 29 August 2023
No. of securities held prior to change	247,578 shares
Class	Ordinary shares
Number acquired	121,992
Number disposed	75,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	No consideration for shares acquired due to vesting Sale of shares on-market at $37.934 average price per share
No. of securities held after change	294,570 shares (76,927 held for Mr Banducci and 217,643 held for Mr Banducci’s familytrust)

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change Acquisition of 121,992 shares as follows: Example: on-market trade, off-market trade, ● 75,762 shares on vesting of F21 Long Term Incentive Plan exercise of options, issue of securities under (LTI) Performance Incentive Share Rights dividend reinvestment plan, participation in ● 46,230 shares on vesting of F21 Deferred Short Term buy-back Incentive (DSTI) Share Rights The above vestings include Dividend Equivalent Rights (DERs) On-market sale of 75,000 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.

director” should be disclosed in this part.
Detail of contract	Performance Share Rights and Share Rights
Nature of interest	● F21 LTI Performance Share Rights: These vested at 49.9%, based on Woolworths Group’s performance against the 3-year Performance Hurdles approved at the 2020 AGM ● F21 DSTI Share Rights: These vested in full and represent 50% of Mr Banducci’s F21 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 F21 LTI Performance Share Rights and DSTI Share Rights
Name of registered holder (if issued securities)	Woolworths Custodian Pty Ltd as trustee of Woolworths Group share plans
Date of change	24 August 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: ● F21 LTI Performance Share Rights - 140,485 ● F22 LTI Performance Share Rights - 117,531 ● F23 LTI Performance Share Rights - 123,013 Share Rights: ● F21 DSTI Share Rights - 43,918 ● F22 DSTI Share Rights - 21,336
Interest acquired	7,972 DERs
Interest disposed	F21 LTI Performance Share Rights: ● 70,102 vested and converted into shares ● 76,067 lapsed F21 DSTI Share Rights: ● 43,918 vested and converted into shares DERs: ● 7,972 vested and converted into shares

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 2

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	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

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