Woolworths : Amendment to Dividend Reinvestment Plan Rules

For further information contact
Investors and analysts Paul van Meurs Head of Investor Relations [phone]	Media Woolworths Press Office [e-mail] [phone]

13 April 2022

ASX Market Announcements Office Australian Securities Exchange

20 Bridge Street

Sydney NSW 2000

Amendment to Dividend Reinvestment Plan Rules

Woolworths Group has undertaken a review of the Woolworths Group Dividend Reinvestment Plan (DRP) Rules.

A copy of the updated DRP Booklet, including the DRP Rules, is attached and can be accessed on the Woolworths Group website athttps://www.woolworthsgroup.com.au/page/investors/shareholder-information/payments/

The new DRP Rules will take effect on 15 May 2022 and apply to all DRP participant shareholders from that date.

Authorised by: Michelle Hall, Company Secretary

Woolworths Group Limited ABN 88 000 014 675

1 Woolworths Way, Bella Vista NSW 2153

Dividend Reinvestment Plan Booklet

Effective 15 May 2022

Woolworths Group Limited ABN 88 000 014 675

1 Woolworths Way Bella Vista NSW 2153

Table of Contents

Summary of the Dividend Reinvestment Plan 1

Frequently asked questions 2

Woolworths Group Limited Dividend Reinvestment Plan Rules

1 Interpretation 4

2 Eligibility to participate in the DRP 5

3 Applications 5

4 Degree of participation 6

5 Acceptance of applications 6

6 Reinvestment of dividend 7

7 Effect of applying for participation 8

8 Variation or termination of participation 9

9 Modification, suspension and termination of the plan 10

10 Administration of the plan 10

11 Participants to be bound 11

12 Costs to participants 11

13 Taxation 11

14 General 11

Sample Dividend Reinvestment Plan statement explained 12

Disclaimer

This booklet contains important information in relation to the Woolworths Group Limited Dividend Reinvestment Plan (DRP). Please read this booklet carefully. A copy of the Rules of the DRP is included in this booklet, which you should read carefully before deciding whether to participate in the DRP. Any information provided by Woolworths Group Limited in this booklet is of a general nature only and does not take into account your personal circumstances. You should consult your own financial, legal or tax adviser if you are unsure about what is the best option for you.

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Summary of the Dividend Reinvestment Plan

The Woolworths Dividend Reinvestment Plan (DRP) provides holders of ordinary shares in Woolworths Group Limited (Company) with a convenient method of reinvesting all or part of their Dividends in additional Shares in the Company instead of receiving the Dividend in cash.

The Board will determine whether the DRP will apply with respect to each Dividend at the time it considers the declaration of that Dividend. The Company will announce whether the DRP will apply with respect to a Dividend at the same time as that Dividend is announced.

Key features of the DRP include:

Increase your shareholding

If you elect to participate in the DRP, at each Dividend payment date, the Dividend otherwise payable in cash on your Shares participating in the DRP will be reinvested in Shares in the Company. These Shares will either be issued to you or acquired and transferred to you.

Optional and flexible participation

You may apply the DRP to all or part of your shareholding and you may join, vary or withdraw your participation from the DRP at any time.

No additional costs

Shares acquired under the DRP are free of brokerage, commission or other transaction costs. All administrative costs will be borne by the Company. You will remain responsible for payment of any taxes assessed against you as a Shareholder.

Franking Credits

Participation in the DRP will not affect your eligibility for franking credits.

Woolworths Group Dividend Reinvestment Plan

2

Frequently asked questions

How does the DRP work?

If you are an Eligible Shareholder and elect to participate in the DRP you will be allocated the number of Shares (after deducting any necessary withholding tax or other sum as required under the DRP Rules) which the cash Dividend would purchase at the Allocation Price, rounded down to the nearest whole Share. Where the allocation calculation would otherwise result in a fraction of a share being allocated to you, the residual amount attributable

• to that fraction will be retained (without interest) in your DRP account. The amount in your DRP account will be added

• to the next Dividend to which the DRP applies for the purposes of calculating the number of shares to be allocated

• to you under the DRP in respect of that later Dividend.

Who can participate?

All Shareholders are eligible to participate in the DRP (other than those Shareholders who have registered addresses in places where the Directors determine that participation would be unlawful, impracticable or would involve any actual or anticipated expense, administrative complexity or be unduly onerous). The Company will announce any decision by the Directors with respect to eligibility under the DRP Rules at the same time as each Dividend is announced.

How to participate?

To participate in the DRP you can:

• • make your election online via the Share Registrarwww.linkmarketservices.com.auand click on the Investor Login link and download a 'Form' through your portfolio, or

• • contact the Share Registrar to request that a Notice of Dividend Election form be sent to you, or

• • provide a valid electronic instruction through other means as permitted under the DRP Rules.

You will need to specify either full or partial participation. If partial participation is elected, the number of ordinary shares to participate in the DRP must be nominated.

For your Notice of Dividend Election form to be valid for a Dividend to which the DRP applies, it must be received by the Share Registrar (either in paper format or completed electronically) on or before 5pm on the Business Day after the Record Date for that Dividend.

When will my election be effective?

Once your application is validated and processed by the Share Registrar, your participation will commence from the first Dividend payment after receipt of your Notice of Dividend Election, provided it is received on or before 5pm on the Business Day after the Record Date for that Dividend. You will receive an acknowledgment from the Share Registrar upon lodgement of a valid Notice of Dividend Election.

Can I change my DRP election?

You may at any time, vary the level of participation or withdraw from the DRP. To vary the level of participation, you will need to submit a new Notice of Dividend Election form, see 'How to participate?'. To withdraw or cancel from the DRP, you can:

• • access the Notice of DRP Cancellation by logging into the Share Registrar's investor centre atwww.linkmarketservices.com.auand choosing 'Cancel Reinvestment Plan' under the 'Forms' tab, or

• • contact the Share Registrar to request that a 'Notice of DRP Cancellation' form be sent to you, or

• • provide a valid electronic instruction through other means as permitted under the DRP Rules.

A Notice of DRP Cancellation or a new Notice of Dividend Election will be effective in relation to a forthcoming Dividend if received by the Share Registrar on or before 5pm on the Business Day after the Record Date for that Dividend.

How is the Allocation Price of DRP Shares calculated?

Shares allocated under the DRP will be allocated at the Average Market Price of Shares over the Pricing Period less a discount (if any), and rounded to the nearest cent, or such other price determined by the Board in its absolute discretion. The Average Market Price of Shares is the average of the daily volume weighted average market price of Shares of the Company sold on the trading system operated by ASX Limited (ASX) (and, if the Directors determine, such other platforms or systems (including that operated by Chi-X Australia Pty Ltd) on which Shares may be traded) over the Pricing Period.

The Allocation Price you will pay for the Shares will be the same regardless of whether the Company issues new Shares or acquires them on-market.