This Notice is being issued to provide Participants with further information in relation to the bid and details the acceptance process through CHESS.

What do I need to do by when?

Bid Details:

Offer terms:

This off-market buy-back (Buy-Back) was announced on Monday, 1 April 2019. This Notice provides specific information to participants in relation to the Buy-Back and details the process for submitting an offer through CHESS. Refer to the Buy-Back Booklet dated 1 April 2019 for further information about the Buy-Back. Unless otherwise specified, capitalised terms in this Notice have the same meaning as the Buy-Back Booklet.

CHESS will process acceptance messages received no later than 7.00pm (Sydney time) on Friday, 24 May 2019 (Closing Date).

An Eligible Shareholder may only offer the number of Shares they hold as at the Buy-Back Record Date (Monday, 8 April 2019) that confer an entitlement to participate in the Buy-Back.

Controlling participants should be aware that Eligible Shareholders are able to submit an Offer Form online. Offer Forms submitted online for a CHESS holding will be actioned by the Woolworths Group Share Registry via Registry Initiated Offeror Takeover Acceptance messages, and such messages require the participant’s response to either accept or reject the message. The Woolworths Group Share Registry will relay the shareholder’s offer to the controlling participant by the end of the business day that the Offer Form is submitted.  The controlling participant is required to acknowledge the offer by the end of the following business day.

Woolworths Group recommends that shareholders with CHESS Holdings who submit online Offer Forms or complete and return the personalised paper Offer Forms directly to the Woolworths Group Share Registry do so by no later than 5.00pm (Sydney time) on Thursday, 23 May 2019. The Woolworths Group Share Registry will need to confirm with the controlling CHESS participant any online or paper submission of shareholders Offer Forms before it can be taken as validly submitted and there may not be sufficient time to do so for any Offer Forms submitted by CHESS Holders after 5.00pm (Sydney time) on Thursday, 23 May 2019. It is expected that this mechanism may result in larger volumes of registry initiated messages than for paper-based submission only, and controlling participants are requested to monitor the requests for response throughout the Buy-Back period, but especially in the last week of the Offer Period.

Any Buy-Back offer CHESS messages initiated by the Woolworths Group Share Registry which have not been acknowledged by a shareholder’s controlling participant by 7.00pm (Sydney time) on Friday, 24 May 2019 (Closing Date) will be rejected, and those offers will not be included in the Buy-Back. Neither Woolworths Group nor the Woolworths Group Share Registry will be responsible should the controlling participant not acknowledge and confirm an offer in sufficient time.

Bank account details:

The payment method will be direct credit only to the bank account on the shareholding. You cannot use a United States bank account for payments in respect of the Buy-Back.

Controlling participants who submit an offer directly on CHESS to the Woolworths Group Share Registry on behalf of a shareholder must ensure that the bank account details are also recorded or updated against the shareholding.

If Woolworths Group does not hold bank account details for the shareholder, controlling participants need to update the shareholding and these details will be used for the payment of the Buy-Back Price and future dividend payments.

Bank account details can be updated online at linkmarketservices.com.au/woolworths or by calling the Woolworths Group Share Registry information line.

Withdrawal process:

Controlling participants may withdraw an offer by transmission of an EIS type ‘085’ message (Takeover Acceptance Removal Request Message) such that it is received no later than 7.00pm (Sydney time) on Friday, 24 May 2019.

(Please refer to Section 6.3 in the Buy-Back Booklet for further information).

Amendment of offers:

Each parcel of Shares offered at one of the Buy-Back Discounts or as a Final Price Offer, including an offer made conditional on a Minimum Price, is a separate offer.

A participant who receives instructions from a CHESS Holder to amend the Buy-Back Discount and/or Minimum Price for a submitted offer must process the amendment by withdrawing the relevant offer entirely and replacing it with a new offer.

A participant may withdraw an offer by transmission of an EIS type ‘085’ message (Takeover Acceptance Removal Request Message) and replace it by transmission of an EIS type ‘031’ message (Takeover Acceptance Message).

Both messages must be received no later than 7.00pm (Sydney time) on Friday, 24 May 2019 in order for the previous offer to be replaced with the new offer. If a CHESS Holder wishes to reduce or increase the number of Shares offered at a particular Buy-Back Discount, the CHESS Holder should complete the details of all their offers that they wish to submit on the Withdrawal/Amendment Form, but the participant will not need to transmit a full withdrawal of the relevant offer, but only those offers at the particular Buy-Back Discounts that are being amended.

Please refer to general information for further details concerning the processing of Takeover Acceptance Removal Request Messages.

For further information regarding the Woolworths Group Buy-Back 2019 please call the Woolworths Group Share Registry information line on 1300 368 664 within Australia or +61 1300 368 664 from outside Australia (Monday to Friday 8.00am-7.00pm, Sydney time). Alternatively, you can visit the Woolworths Group Buy-Back website at www.woolworthsgroup.com.au/buyback

Need more information?

Issued by

Chris Mitchell, Post Trade Operations

Contact information

Chris Mitchell
1800 623 571
cad@asx.com.au

General information

Participants should refer to Section 13 of the CHESS Procedure Guidelines for Participants and Section 14 of the ASX Settlement Operating Rules for further information concerning the processing of Takeover Acceptance Messages for a CHESS Holding of securities.  Some of these issues are summarised below.

·         A Participant must initiate acceptance of an offer by transmission of an EIS type ‘031’ message (Takeover Acceptance) where the securities in question are held in a CHESS Holding. The Participant will receive a ‘032’ message (Effected Takeover Acceptance) from CHESS in response.

·         In addition to the electronic notification to the Participant, paper notification will be sent directly to the Holder as securities are reserved in an offer-accepted subposition. Any change to the balance of securities in subposition will generate further electronic advice to the Participant and paper advice to the Holder.

·         Where a Participant receives instructions from a Sponsored Holder, the Participant is required under the ASX Settlement Operating Rules to initiate acceptance of an offer:

·         If the Holder specifies the time when or by which the offer must be accepted, in accordance with those instructions; otherwise by End of Day on the date of receipt of instructions from the Holder, where the offer closes on the date of receipt of instructions then prior to the close of the offer.Participants should therefore retain, as a minimum, a record of the date on which instructions to accept an offer are received from a CHESS Holder.

Disclaimer