WOOLWORTHS GROUP LIMITED — Director's Dealing 2023

Feb 26, 2023

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

27 February 2023

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

Half-Yearly NED Equity Plan Vesting

Attached is a Change of Director’s Interest Notice for Holly Kramer, a Woolworths Group Non-Executive Director who participates in the Woolworths Group NED Equity Plan.

Share Rights allocated under the NED Equity Plan following each quarter’s salary sacrifice convert into Woolworths Group shares on a programmatic basis twice yearly, prior to the next 1H or FY dividend record date.

Authorised by: Kate Eastoe, Group Company Secretary

For further information contact

Investors and analysts Media Paul van Meurs Woolworths Press Office Head of Investor Relations media@woolworths.com.au +61 407 521 651 +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	Holly Kramer
Date of last notice	19 December 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	27 February 2023
No. of securities held prior to change	● 7,942 shares held for Ms Kramer’s superannuation fund ● 8,016 shares held under the NED Equity Plan
Class	Ordinary shares
Number acquired	938
Number disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	-
No. of securities held after change	● 7,942 shares held for Ms Kramer’s superannuation fund ● 8,954 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	Vesting of NED Share Rights. NED Share Rights vest and convert into shares twice yearly. These shares remain in the NED Equity Plan under restriction for the nominated deferral period

• 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.

Detail of contract	NED Share Rights
Nature of interest	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	27 February 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	938 NED Share Rights
Interest acquired	-
Interest disposed	938 NED Share Rights
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Nil

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 2