WOOLWORTHS GROUP LIMITED — Major Shareholding Notification 2020

May 7, 2020

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8 May 2020

The Company Secretary Marley Spoon AG (Marley Spoon) Paul-Licke-Ufer 39/40 Hof 3, Aufgang 4 10999 Berlin, Germany

Ceasing to be a Substantial Holder

Please find attached a Notice of Ceasing to be a Substantial Holder from Woolworths Group Limited.

Woolworths Group ceased to be a substantial holder following the completion of Marley Spoon’s placement of 15,852,000 Chess Depository Interests on 8 May 2020.

Marcin Firek

Company Secretary Woolworths Group Limited

Woolworths Group Limited ABN 88 000 014 675 1 Woolworths Way, Bella Vista NSW 2153

Form 605 Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme Marley Spoon AG ACN/ARSN 625 684 068

Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder	Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder	Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder	Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder	Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder	Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder	Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder	Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder	Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder	Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder
ToCompany Name/Scheme Marley Spoon AG ACN/ARSN 625 684 068
1. Details of substantial holder (1) Name Woolworths Group Limited ACN/ARSN (if applicable) 000 014 675 The holder ceased to be a substantial holder on 08/05/2020 The previous notice was given to the company on 21/06/2019 The previous notice was dated 20/06/2019 2. Changes in relevant interests Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: Date of change Person whose relevant interest changed Nature of change (4) Consideration given in relation to change (5) Class (6) and number of securities affected 08/05/2020 Woolworths Group Limited Dilution of person taken under section 608(3)(a) of the Corporations Act to have a relevant interest by reason of having control of W23 Investments Pty Ltd Nil ORD 8,200 08/05/2020 W23 Pty Ltd Dilution of person taken under section 608(3)(a) of the Corporations Act to have a relevant interest by reason of having control of W23 Investments Pty Ltd Nil ORD 8,200 08/05/2020 W23 Investments Limited Dilution of registered holder by reason of the placement of securities announced to ASX by Marley Spoon AG on 5 May 2020 Nil ORD 8,200			Woolworths Group Limited
			000 014 675
								securities of the company or Person’s votes affected N/A N/A
	Date of change	Person whose relevant interest changed		Nature of change (4)		Consideration given in relation to change (5)	Class (6) and number of securities affected	Person’s votes affected
	08/05/2020	Woolworths Group Limited		Dilution of person taken under section 608(3)(a) of the Corporations Act to have a relevant interest by reason of having control of W23 Investments Pty Ltd		Nil	ORD 8,200	N/A
	08/05/2020	W23 Pty Ltd		Dilution of person taken under section 608(3)(a) of the Corporations Act to have a relevant interest by reason of having control of W23 Investments Pty Ltd		Nil	ORD 8,200	N/A
	08/05/2020	W23 Investments Limited		Dilution of registered holder by reason of the placement of securities announced to ASX by Marley Spoon AG on 5 May 2020		Nil	ORD 8,200	N/A

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

o have become associates (3) of, ceased to be associates of, or interests in the company or scheme are as follows:	have changed the nature of their association (7) with, the substantial holder
Name and ACN/ARSN(if applicable)	Nature of association
N/A

4. Addresses

The addresses of persons named in this form are as follows:

f persons named in this form are as follows:
Name	Address
Woolworths Group Limited	1 Woolworths Way, Bella Vista NSW 2153
W23 Pty Ltd	1 Woolworths Way, Bella Vista NSW 2153
W23 Investments Pty Ltd	1 Woolworths Way, Bella Vista NSW 2153

Signature

	print name Marcin Firek	capacity	Company Secretary
	sign hereMarcin Firek	date	08/05/2020
	DIRECTIONS
(1)	If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
	trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
	they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
	is clearly set out in paragraph 4 of the form.
(2)	See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(3)	See the definition of "associate" in section 9 of the Corporations Act 2001.
(4)	Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (5) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (6) The voting shares of a company constitute one class unless divided into separate classes.