WOOLWORTHS GROUP LIMITED — Director's Dealing 2024

Feb 29, 2024

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1 March 2024

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

Half-Yearly NED Equity Plan Vesting

Attached are Change of Director’s Interest Notices for Non-Executive Directors Holly Kramer, Tracey Fellows and Warwick Bray, who participate in the Woolworths Group NED Equity Plan.

Share Rights allocated to the Australian NEDs under the plan following each quarter’s salary sacrifice convert into Woolworths Group shares on a programmatic basis twice yearly, prior to the 1H or FY dividend record date as applicable.

Authorised by: Kate Eastoe, Group 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

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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	14 December 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.

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	26 February 2024
No. of securities held prior to change	● 7,942 shares held for Ms Kramer’s superannuation fund ● 9,832 shares held under the NED Equity Plan
Class	Ordinary Shares
Number acquired	896
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 ● 10,728 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. The shares remain in the NED Equity Plan under restriction for the nominated deferralperiod

• 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	26 February 2024
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	896 NED Share Rights
Interest acquired	-
Interest disposed	896 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 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 2

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	Tracey Fellows
Date of last notice	14 December 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 Adair Superannuation Nominees Pty Ltd as trustee for the Adair Family Superfund
Date of change	26 February 2024
No. of securities held prior to change	2,706 shares held by Adair Superannuation Nominees Pty Ltd as trustee for the Adair Family Superfund
Class	Ordinary Shares
Number acquired	185
Number disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	-
No. of securities held after change	● 2,706 shares held by Adair Superannuation Nominees Pty Ltd as trustee for the Adair Family Superfund ● 185 shares held under the NED EquityPlan
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. The 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	26 February 2024
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	185 NED Share Rights
Interest acquired	-
Interest disposed	185 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

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	Warwick Bray
Date of last notice	14 December 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.	-
Date of change	26 February 2024
No. of securities held prior to change	-
Class	Ordinary Shares
Number acquired	864
Number disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	-
No. of securities held after change	864 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. The 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	26 February 2024
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	864 NED Share Rights
Interest acquired	-
Interest disposed	864 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