WOOLWORTHS GROUP LIMITED — Share Issue/Capital Change 2021

Nov 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

Wednesday November 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	2,765,111	17/11/2021
WOWAA	SHARE RIGHTS	1,334,336	17/11/2021

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

17/11/2021

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 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

WOWAK : PERFORMANCE RIGHTS

Date the +securities the subject of this notification were issued

17/11/2021

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.

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Name of KMP Name of registered holder Number of +securities
Brad Banducci Woolworths Custodian Pty 117,531
Ltd as trustee of Woolworths Group's
share plans
Stephen Harrison Woolworths Custodian Pty Ltd as 40,684
trustee of Woolworths Group's share
plans
Natalie Davis Woolworths Custodian Pty Ltd as 43,622
trustee of Woolworths Group's share
plans
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
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/
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
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

2,765,111

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

17/11/2021

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.

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Name of KMP Name of registered holder Number of +securities
Brad Banducci Woolworths Custodian Pty Ltd as 43,918
trustee of Woolworths Group's share
plans
Stephen Harrison Woolworths Custodian Pty Ltd as 13,820
trustee of Woolworths Group's share
plans
Natalie Davis Woolworths Custodian Pty Ltd as 14,458
trustee of Woolworths Group's share
plans
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
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/
Performance Rights Terms: Pages 10-13 of the 2021 Notice of Meeting
https://www.woolworthsgroup.com.au/icms_docs/196006_notice-of-meeting.pdf
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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

N/A

Issue details

Number of +securities

1,334,336

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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	8,808,455
WOWAA : SHARE RIGHTS	2,741,592

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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?

4,099,447

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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