Investor Presentaiton

74 Directors' Statutory Report 75 Annual Report 2023 Woolworths Group . . • . This is the report of the directors of Woolworths Group Limited (the Company) in respect of the Company and the entities it controlled at the end of, or during, the financial period ended 25 June 2023 (together referred to as the Group). Principal activities The Group operates primarily in Australia and New Zealand, with 1,463 stores (F22: 1,453 stores) and approximately 200,000 employees at year-end. The principal activities of the Group during the year were as follows: Australian Food: procurement of food and related products for resale and provision of services to retail customers in Australia, operating 1,095 Woolworths Supermarkets and Metro Food Stores. Australian B2B: procurement and distribution of food and related products for resale to other businesses and provision of supply chain services to business customers in Australia. New Zealand Food: procurement of food and drinks for resale and provision of services to retail customers in New Zealand, operating 191 Countdown Supermarkets. BIG W and speciality: procurement of discount general merchandise products for resale to retail customers in Australia, operating 177 BIG W stores. The Group also has online operations for its primary trading divisions, including data analytics and consulting services. The Group has a wholesale operation which supplies a further 292 wholesale customer stores, comprising 220 stores relating to Statewide Independent Wholesalers (SIW) and 72 stores relating to SuperValue and FreshChoice in New Zealand. Meetings of directors The table below sets out the directors of the Company and their attendance at Board and Committee meetings during the financial period ended 25 June 2023. DIRECTOR Non-executive Directors S Perkins W Bray 1 M Brenner J Carr-Smith BOARD MEETINGS AUDIT & FINANCE PEOPLE COMMITTEE COMMITTEE RISK COMMITTEE SUSTAINABILITY COMMITTEE NOMINATION COMMITTEE (A) (B) (A) (B) (A) (B) (A) (B) (A) (B) (A) (B) F3 F F F 3 F F 11 11 212 33215 11 11 4 4 3 1 1 11 11 4 4 11 11 P Chronican 11 T Fellows 2 3 H Kramer 11 K Tesija 11 Executive Director B Banducci 11 11 Former Directors G Cairns 3 S McKenna 3 4 4 4 4 1 1 1 1 (A) Number of scheduled meetings held during the time the director was a member 11 1 21233215 I 33 33 3131312 3131313 I I 3333 5 5 5555555 2 2 LOILO 50 51 550 22 33 1 133 1 1 2 2 of the Board or Board Committee. (B) Number of scheduled Board or Committee meetings that the director attended as a member. 1 Warwick Bray was appointed as a director and Chair of the Audit and Finance Committee on 1 March 2023. 2 Tracey Fellows was appointed as a director and a member of the People Committee on 1 March 2023. 3 Gordon Cairns and Siobhan McKenna retired as directors on 26 October 2022 following the conclusion of the 2022 Annual General Meeting. In addition to these formal meetings of the Board and its Committees, 13 further unscheduled or special purpose Board Sub-Committee meetings were held during the financial period ended 25 June 2023. Directors also attend meetings of Committees of which they are not a member. This is not reflected in the attendance table above. Details of director experience, qualifications, and other listed company directorships are set out on pages 68 to 70. Company secretaries Kate Eastoe and Michelle Hall were appointed as Company Secretaries in November 2020. Together, Ms Eastoe and MsHall act as Company Secretaries of the Board and its Committees. Prior to being appointed as Group Company Secretary and Group Counsel, Ms Eastoe was General Counsel for Woolworths' Australian Food Group, since 2018. She has over 20 years' experience in senior leadership positions in legal and governance roles across media, FMCG and manufacturing industries in Australia, New Zealand and Asia-Pacific. Ms Eastoe holds a Bachelor of Arts and a Bachelor of Laws, and a Graduate Diploma in Legal Practice. She is a Graduate of the Australian Institute of Company Directors. Ms Eastoe is also a non-executive director of Australian Network on Disability Limited. Ms Hall has over 15 years' experience in legal, governance and compliance roles, including as company secretary of a number of ASX listed entities across financial services, property and retail industries. Ms Hall holds a Bachelor of Business, a Bachelor of Laws, and Graduate Diplomas in Legal Practice and Applied Corporate Governance. She is a fellow of the Governance Institute of Australia. Environmental regulation The Group's operations are subject to a range of environmental regulations under the law of the Commonwealth of Australia and its states and territories. The Group is also subject to various state and local government food licensing requirements, and may be subject to environmental and town planning regulations incidental to the development of shopping centre sites. The Group has not incurred any significant liabilities under any environmental legislation. Directors' and officers' indemnity/insurance (i) The Constitution of the Company provides that the Company will indemnify to the maximum extent permitted byław, any current or former director, secretary or other officer of the Company or a wholly owned subsidiary of the Companyagainst: (a) Any liability incurred by the person in that capacity (except a liability for legal costs); (b) Legal costs incurred in defending or resisting, or otherwise in connection with proceedings, whether civil, criminal or of an administrative or investigatory nature in which the person becomes involved because of that capacity; and (c) Legal costs incurred in good faith in obtaining legal advice on issues relevant to the performance of their functions and discharge of their duties as an officer of the Company or a wholly owned subsidiary, if the expenditure has been approved in accordance with the Company's policy. (ii) Directors and officers of Woolworths Group Limited and certain subsidiaries have entered into a Deed of Access, Insurance and Indemnity that provides for indemnity against liability as a director or officer, except to the extent of indemnity under an insurance policy or where prohibited by statute. The Deed also entitles the director or officer to access company documents and records, subject to undertakings as to confidentiality, and to receive directors' and officers' insurance cover paid for by the Company. (iii) During or since the end of the financial period, the Company has paid or agreed to pay a premium in respect of a contract of insurance insuring directors and officers, and any persons who will insure these in the future, and employees of the Company and its subsidiaries, against certain liabilities incurred in that capacity. Disclosure of the total amount ofthe premiums and the nature of the liabilities in respect of such insurance is prohibited by the contract of insurance. Non-audit services During the period, Deloitte Touche Tohmatsu Australia, the Company's auditor, has performed certain other services in addition to their statutory duties. The Board is satisfied that the provision of those non-audit services during the period by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 (Cth) or as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, as they did not involve reviewing or auditing the auditor's own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks or rewards. Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in Note 6.4 to the financial statements. Other information The following information, contained in other sections of this Annual Report, forms part of this Directors' Report: Operating and Financial Review (Performance Highlights and Business Review) details on pages 2 to 65 inclusive in the Annual Report. Details of dividends, including the Dividend Reinvestment Plan (DRP) and shares issued as a result of the DRP, as outlined in Note 4.2 and Note 4.3 to the financial statements. Matters subsequent to the end of the financial period as outlined in Note 6.5 to the financial statements. Directors' interests in shares and performance rights asset out in Sections 5.2 and 5.3 of the Remuneration Report. These remain unchanged as at 23 August 2023. Performance rights granted during the financial period as outlined in Note 6.2 to the financial statements. Remuneration Report from pages 76 to 99. Auditor's Independence Declaration on page 100. This Report is made in accordance with a Resolution of the Directors of the Company and is dated 23 August 2023. ловий Scott Perkins Chair Brad Brad Banducci Managing Director and Chief Executive Officer 1 highlights Performance 2 review Business 3 Report Directors' 4 Report Financial LO information Other