WOOLWORTHS GROUP LIMITED — Share Issue/Capital Change 2021

Dec 16, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

WOOLWORTHS GROUP LIMITED

Date of this announcement

Friday December 17, 2021

The +securities the subject of this notification are:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
WOWAK	PERFORMANCE RIGHTS	19,211	17/12/2021
WOWAA	SHARE RIGHTS	10,307	17/12/2021

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

WOOLWORTHS GROUP LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

88000014675

1.3 ASX issuer code

WOW

1.4 The announcement is

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New announcement

1.5 Date of this announcement

17/12/2021

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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has an existing ASX security code ("existing class")

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Additional +securities in an existing class issued under an +employee incentive scheme

ASX +security code and description

WOWAA : SHARE RIGHTS

Date the +securities the subject of this notification were issued

17/12/2021

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Holly Kramer	Woolworths Custodian Pty Ltd as trustee of the Woolworths Group Non-Executive Directors Equity Plan (NED Equity Plan)	439
Jennifer Carr-Smith	Jennifer Carr-Smith	332

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

NED Equity Plan details: Pages 14-18 of the 2021 Notice of Meeting: woolworthsgroup.com.au/agm Share Rights Terms: Woolworths Group Limited Equity Incentive Plan Rules https://www.woolworthsgroup.com.au/page/about-us/our-approach/corporate-governance/equity-incentive-plan-rules/

Any other information the entity wishes to provide about the +securities the subject of this notification

N/A

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Issue details

Number of +securities 10,307 Additional +securities in an existing class issued under an +employee incentive scheme ASX +security code and description WOWAK : PERFORMANCE RIGHTS Date the +securities the subject of this notification were issued 17/12/2021 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes Were any of the +securities issued to +key management personnel (KMP) or an +associate? No Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Performance Rights Terms: Pages 10-13 of the 2021 Notice of Meeting https://www.woolworthsgroup.com.au/icms_docs/196006_notice-of-meeting.pdf Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details Number of +securities 19,211

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
WOW : ORDINARY FULLY PAID	1,211,975,244

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
WOWAK : PERFORMANCE RIGHTS	8,758,481
WOWAA : SHARE RIGHTS	2,718,214

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

28,747

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? N/A

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