Investor Presentaiton

Governance 3 91 Woolworths Group Annual Report 2023 Governance 3.1 Role of the Board The Board reviews, challenges, applies judgement and, as appropriate, approves the People Committee's (PC) recommendations relating to the remuneration of executive KMP and of non-executive directors and the policies and frameworks that govern both. When reviewing performance and determining incentive outcomes, the Board starts from the presumption that performance outcomes that determine incentive awards should align with market-reported outcomes, management activity and shareholder outcomes. To achieve this alignment, the Board retains discretion over final performance and incentive outcomes, and recognises that there are cases where adjustments should be made. The Board considers PC recommendations and consequences of risk-related matters, including whether malus should be applied in the process of finalising incentive and reward outcomes. In determining reward outcomes, the Board will also pay specific attention to items that are: . • outside of the control of management the result of portfolio/strategy changes implemented but not envisaged in the original performance targets due to significant change in asset valuations outside the normal course of business significant risk management and compliance matters. 3.2 Role of the People Committee (PC) The PC operates under its own Charter and reports to the Board. The role of the PC is to provide advice and assistance to the Board in relation to people management and remuneration policies, so that remuneration outcomes for senior executives are appropriate and aligned to company performance and shareholder expectations. The PC reviews the CEO's proposal for performance and incentive outcomes with a risk lens. This incorporates advice from the Chief Legal Officer, Chief Risk Officer, Chief People Officer and Head of Internal Audit, as well as consultation with committee chairs and all directors to help inform its recommendations to the Board on the consequence of risk-related matters on variable remuneration of the CEO and his direct reports, and overall Group STland LTI outcomes. All directors attend this meeting. The People Committee finalises its recommendations to the Board in a discussion where no member of the management is present. The CEO is not present when his individual performance or remuneration is discussed. A copy of the PC Charter is available on the website: https://www.woolworthsgroup.com.au/au/en/about-us/our-leadership- team/board-committees.html. The Chair of the Board and the Chair of the PC regularly engage with external stakeholders on remuneration arrangements. Independent Remuneration Advisors Where appropriate, the Board and the PC consult external remuneration advisors. When such external remuneration advisors are selected, the Board considers potential conflicts of interest. Advisors' terms of engagement regulate their access to, and (where required) set out their independence from, members of Woolworths Group management. The requirement for external remuneration advisor services is assessed in the context of matters the PC needs toaddress. External advice is used as a guide, and does not serve as a substitute for directors' thorough consideration of the relevant matters. The Board and PC engaged PwC as its independent remuneration advisor in F23 to provide market benchmarking reports. No remuneration recommendations, as defined by the Corporations Act 2001 (Cth), were made by PwC in F23. 3.3 Treatment of unvested equity awards upon exit For the DSTI and LTI plans, the Board has overriding discretion over the treatment of awards when an executive ceases employment. At the 2020 AGM, shareholders again approved providing the Board with discretion to determine how unvested share rights awards will be treated when an executive ceases employment. Shareholders will be asked to consider renewing this approach at the 2023 AGM. The approach the Board would expect to take when exercising this discretion is: REASON FOR LEAVING DEFERRED STI UNVESTED LTI Genuine retirement Death, illness and incapacity Termination for cause/gross misconduct/poor performance Resignation Mutual separation, redundancy, or other reasons as determined by the Board Remain on foot until the end of the deferral period and vest at that time Award forfeited Award forfeited Award pro-rated for portion of the performance period participant has worked and remains 'on foot' until the end of the performance period Award forfeited Award forfeited The Board will determine the treatment considering the circumstances on a case by case basis In cases of resignation, the Board will consider the circumstances surrounding each case. For instance, where the executive is not resigning to join a direct competitor and all reasonable steps have been taken to continue to support the success of the business through to their final date of employment, the Board may consider it appropriate to allow some incentive awards to remain on foot. In any case, where an award remains on foot post employment, the Board retains absolute discretion under the various plan rules as to the final vesting outcome. The Board will continue to monitor the executive post employment and if they do not meet their post-employment obligations, the Board may lapse any remaining awards. For example, in cases where: the executive resigns to join a competitor organisation, or in the Board's opinion the executive does not support the business to their final day of employment, any unvested DSTI and LTI will generally lapse the executive retires from Woolworths, but then at a later date (and prior to vesting of awards) undertakes actions inconsistent with retirement, it may result in the Board reconsidering the treatment of any unvested awards. The Board will disclose any exercise of discretion in relation to executive KMP in the Remuneration Report. No such discretion was exercised in F23. 1 highlights Performance 2 Business review 3 Report Directors' 4 Financial LO Report Other information 90 Remuneration Report 3

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