WOOLWORTHS GROUP LIMITED - AGM Information 2008

`WOOLWORTHS LIMITED`

A.B.N 88 000 014 675

24 October 2008

The Manager, Companies Australian Stock Exchange Limited Company Announcements Office Level 4 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

RE: Woolworths Limited – Listing Rules 3.17 and 4.7

Woolworths Limited advises that the Chairman’s letter, Proxy Form, Notice of Annual General meeting, insert document and 2008 Annual Report (in accordance with shareholder elections) will be lodged with Australia Post for dispatch to shareholders today, 24 October 2008.

The Annual General meeting is to be held on Thursday 27 November 2008 at the Melbourne Convention Centre Building, Corner of Flinders and Spencer Streets, Melbourne, Victoria, commencing at 11am and will be broadcast live on the Woolworths Limited website at www.woolworthslimited.com.au for those shareholders who are unable to attend the meeting.

Copies of the Chairman’s letter, Proxy Form, Notice of Annual General Meeting and insert document are attached. The Woolworths Limited 2008 Annual Report was lodged with ASX on 29 September 2008.

For and on behalf of WOOLWORTHS LIMITED

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PETER J HORTON GROUP GENERAL COUNSEL AND COMPANY SECRETARY

1 Woolworths Way, Bella Vista, NSW 2153 PO Box 8000, Baulkham Hills, NSW 2153 Australia Telephone (02) 8885 0000 Facsimile (02) 8888 0001

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Dear Securityholder,

I have pleasure in inviting you to attend the eighty-third Annual General Meeting of Woolworths Limited. Your Notice of Meeting and Proxy Form are enclosed, and a copy of the 2008 Annual Report may be viewed on our website at www.woolworthslimited.com.au. A hard copy of the report is enclosed if you have requested a copy by mail.

The Annual General Meeting will be held at 11am on Thursday, 27 November 2008 at the Melbourne Convention Centre Building, Corner of Flinders and Spencer Streets, Melbourne. A map showing the location of the venue has been included on the back of your Notice of Meeting.

As you may be aware, we have recently launched our Everyday Money Credit Card offering competitive rates and an excellent reward program. Enclosed is some marketing material for your consideration including details of an exclusive offer for Woolworths shareholders.

I look forward to welcoming you at Woolworths Annual General Meeting.

Yours sincerely,

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JAMES STRONG Chairman

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Lodge your vote:

: Online: www.investorvote.com.au

By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

MR JOHN SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to +61 3 9473 2118

For all enquiries call:

(within Australia) 1300 368 664 (outside Australia) +61 3 9415 4000

Proxy Form

:

Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is: Cast your proxy vote Control Number: 123456 Access the annual report SRN/HIN: I1234567890 PIN: 123456 Review and update your securityholding PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

For your vote to be effective it must be received by 11.00am (AEDT) Tuesday 25 November 2008

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, or turn over to complete the form è

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Prox Form y

Please mark to indicate your directions

STEP 1 Appoint a Proxy to Vote on your Behalf

I/We being a member/s of Woolworths Limited hereby appoint

the Chairman of the Meeting[OR]

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

Appointing a second Proxy

Mark with a ‘X” if AND % OR you wish to appoint a second proxy

State the percentage of your voting rights or the number of securities for this Proxy Form.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Woolworths Limited to be held at Melbourne Convention Centre, Cnr Flinders and Spencer Sts, Melbourne, Victoria, 3000 on Thursday 27 November 2008 at 11.00am and at any adjournment of that meeting.

Important for Items 4(a) and 4(b): If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Items 4(a) and 4(b) below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 4(a) and 4(b) and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of items 4(a) and 4(b) of business.

I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

STEP 2 Items of Business

ORDINARy BuSINESS

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

2	To adopt the Remuneration Report for the fnancial year ended 29 June 2008
3a	To re-elect Dr Roderick Sheldon Deane as a Director
3b	To re-elect Mr Leon Michael L’Huillier as a Director

SPECIAL BuSINESS

4a	To grant options or performance rights or combination of both to the Group Managing Director and CEO,
	Mr Michael Gerard Luscombe, under the Woolworths Long Term Incentive Plan
4b	To grant options or performance rights or combination of both to the Director of Finance,
	Mr Thomas William Pockett, under the Woolworths Long Term Incentive Plan

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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W O W

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WOOLWORTHS LIMITED ABN 88 000 014 675 NOTICE OF ANNUAL GENERAL MEETING 2008

Notice is given that the eighty‑third Annual General Meeting of members of Woolworths Limited (the Company ) will be held on 27 November 2008 at the Melbourne Convention Centre Building, Corner of Flinders and Spencer Streets, Melbourne, Victoria commencing at 11.00am.

AGENDA

Ordinary Business

1. Financial Statements and Reports

To receive and consider the Financial Report of the Company and the Reports of the Directors and Auditor for the financial period ended 29 June 2008.

2. Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the Remuneration Report (which forms part of the Directors’ Report) for the financial year ended 29 June 2008 be adopted.”

Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.

3. Election of Directors

(a) To re‑elect as a Director Dr Roderick Sheldon Deane who retires by rotation in accordance with Article 10.3 of the Company’s Constitution and being eligible offers himself for re‑election.
(b) To re‑elect as a Director Mr Leon Michael L’Huillier who retires by rotation in accordance with Article 10.3 of the Company’s Constitution and being eligible offers himself for re‑election.

Special Business 4. Long Term Incentive Plan Issue to Executive Directors

(a) Group Managing Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the grant of options or performance rights or combination of both to the Group Managing Director and Chief Executive Officer of the Company, Mr Michael Gerard Luscombe, under the Woolworths Long Term Incentive Plan (Plan), as described in the Notes accompanying the Notice of Annual General Meeting convening this meeting be approved for all purposes including for the purpose of ASX Listing Rule 10.14”.

(b) Finance Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

Note: If shareholders approve these resolutions then up to 1,500,000 options can be issued to Mr Luscombe and 750,000 options can be issued to Mr Pockett over the three years commencing with the 2010 financial year. The number of options to be granted within these limits to Mr Luscombe and Mr Pockett under the Plan will be determined by the Directors from time to time. In place or in combination with options, the Directors may choose to issue performance rights under the Plan to an equivalent value of an allocation of options.

Refer to pages 4–7 of the Explanatory Notes for more information regarding the proposed grant of options and performance rights.

Voting Exclusion Statement

The Company will disregard any votes cast on the resolutions associated with agenda items 4(a) or 4(b) by any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associate of those Directors. However, the Company need not discard a vote if:

it is cast by a Director or an associate of a Director as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by a Director who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Dated: 24 October 2008 By order of the Board

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P J Horton Company Secretary

“That the grant of options or performance rights or combination of both to the Finance Director, Mr Thomas William Pockett, under the Plan, as described in the Notes accompanying the Notice of Annual General Meeting convening this meeting be approved for all purposes including for the purpose of ASX Listing Rule 10.14”.

Eligibility to Vote

Regulation 7.11.37 of the Corporations Regulations 2001 permits the Company to specify a time, not more than 48 hours before the meeting, at which a ‘snapshot’ of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting.

The Company’s Directors have determined that all shares of the Company that are quoted on the Australian Securities Exchange ( ASX ) at 7.00pm (Sydney time) on Tuesday 25 November 2008 shall, for the purposes of determining voting entitlements at the Annual General Meeting on 27 November 2008 ( Annual General Meeting ), be taken to be held by the persons registered as holding the shares at that time.

This means that any person registered as the holder of an ordinary share in the capital of the Company at 7.00pm (Sydney time) on Tuesday 25 November 2008, is entitled to attend and vote at the Annual General Meeting in respect of that share.

Proxies

A Member entitled to attend and vote is entitled to appoint not more than two proxies.

A proxy need not be a Member of the Company. A Member who is entitled to cast two or more votes may appoint two persons and may specify the proportion or number of votes which each proxy is appointed to exercise.

If you wish to appoint a proxy, you can use the Proxy Form accompanying this Notice.

You can also submit your proxy appointment online by visiting the webpage: www.computershare. com/au/proxy/wow. To use this online facility, you will need your Shareholder Reference Number ( SRN ) or Holder Identification Number ( HIN ) and postcode, as shown on your proxy form. You will be taken to have signed the proxy form if you lodge it in accordance with the instructions on the website. A proxy cannot be appointed electronically by a person appointed by a shareholder under a Power of Attorney or similar authority.

The online proxy facility may not be suitable for some members who wish to split their votes on an item of business or appoint two proxies with different voting directions. Please read the instructions for the online proxy facility carefully before you lodge your proxy using this facility.

On a show of hands, every person present and qualified to vote shall have one vote. If you have appointed a proxy and the proxy appointed is also a Member, or a proxy for another Member, any direction to the proxy on how to vote may not be effective on a show of hands. Your directions will be effective if a poll is held.

To be effective, your online proxy appointment must be lodged through the above webpage by no later than 48 hours prior to the Meeting .

To be effective, your Proxy Form and the Power of Attorney or other authority (if any) under which it is signed or a copy of the Power of Attorney or other authority, certified as a true copy by Statutory Declaration, must be received no later than 48 hours prior to the Meeting by Woolworths’ Share Registrar, Computershare Investor Services Pty Limited, (using the reply‑paid envelope enclosed) or by facsimile to (03) 9473 2118 or at the Registered Office of Woolworths Limited, 1 Woolworths Way, Bella Vista NSW 2153.

Notes

1. Financial Statements and Reports

As required by section 317 of the Corporation Act 2001 (Cth), the Financial Report, Directors’ Report and Auditors’ Report of the Company and the consolidated entity for the most recent financial year will be laid before the meeting. Shareholders will be provided with the opportunity to ask questions about the reports.

There is no requirement for a formal resolution on this item. Accordingly, there will be no formal resolution put to the meeting.

2. Remuneration Report

The Company’s Remuneration Report for the period ended 29 June 2008 is set out on pages 35 to 53 of the 2008 Annual Report. The Remuneration Report is also available on Woolworths’ website at www.woolworthslimited.com.au.

The Remuneration Report includes an explanation of the Company’s remuneration policy and the remuneration arrangements in place for the key management personnel and certain senior executives whose remuneration arrangements are required by law to be disclosed.

At Woolworths, all of our employees play an important role in delivering the Company’s financial performance, and our remuneration policies have been developed to provide market competitive remuneration in order to sustain Woolworths’ competitive advantage and protect the interests of shareholders.

Woolworths has an achievement and performance oriented culture which our remuneration policies serve to drive and support. In recognising the importance of our people to our success, over 40,000 Woolworths’ employees hold shares in the Company through participation in various equity based schemes, sharing in the Company’s success and aligning their interests with that of other shareholders.

The Company’s remuneration policy is aligned with both our financial and strategic business objectives and recognises that people are a major contributor to sustained improvements in performance.

Woolworths’ remuneration policy for all executives ensures:

remuneration is market competitive and designed to attract, motivate and retain key executives;
demanding performance measures are applied to both short and long‑term “at risk” remuneration;
short‑term performance is linked to both financial and non‑financial performance measures; and
long‑term performance is measured through shareholder value creation, with the initial allocation also influenced by individual performance.

In summary, the Remuneration Report:

explains the Board’s policy for determining the nature and amount of remuneration of the key management personnel for the Company;
explains the relationship between the Board’s remuneration policy and the Company’s performance;
details and explains any performance conditions applicable to the remuneration of the key management personnel for the Company; and
sets out remuneration details for each member of the key management personnel and the five specified senior executives of the Company (including the value of any options and performance rights granted to those persons).

As required by the Corporations Act 2001 (Cth), a non‑binding resolution to adopt the Remuneration Report is to be put to shareholders at the meeting. The vote on this resolution is advisory only and does not bind the Directors or the Company.

Recommendation

The Directors recommend that shareholders vote in favour of the resolution to adopt the Remuneration Report.

3. Election of Directors

In accordance with Article 10.3 of the Company’s Constitution, which provides for the retirement of each Director who has held office without re‑election beyond the third annual general meeting following the Director’s appointment or last election or for at least three years, and in accordance with ASX Listing Rule 14.4, which prohibits Directors from holding office (without re‑election) past the third annual general meeting following the Director’s appointment or three years, whichever is the longer, Dr Roderick Deane and Mr Leon L’Huillier are to retire at the Annual General Meeting.

In accordance with Article 10.3 of the Company’s Constitution, both Dr Deane and Mr L’Huillier are eligible for re‑election and have submitted themselves for re‑election at the Annual General Meeting. Details of the candidates are set out below.

Roderick Sheldon Deane PhD, BCom (Hons), FCA, FCIM, FNZIM

Chairman, People Policy Committee, and Member, Corporate Governance Committee. Dr Roderick Deane has an honorary LLD from Victoria University of Wellington.

Dr Deane is the Chairman of Fletcher Building Limited, the New Zealand Seed Fund and the IHC Foundation. He is Patron of New Zealand’s largest charitable organisation, the IHC. He was previously Chairman of Telecom Corporation of New Zealand Limited, Te Papa Tongarewa (The Museum of New Zealand) and ANZ National Bank Limited, a Director of ANZ Banking Group Limited, Chief Executive of the Electricity Corporation of NZ Limited, Chairman of the State Services Commission, Deputy Governor of the Reserve Bank of NZ and Chairman of the City Gallery Wellington Foundation.

Dr Deane was appointed a Director of Woolworths Limited in April 2000. Age: 67.

Leon Michael L’Huillier

Member: Audit, Risk Management and Compliance Committee; Corporate Governance Committee; and Chairman of the Superannuation Working Group and the Woolworths Group Superannuation Plan’s Policy Committee. Director of ALH Group Pty Limited and Chairman of its Audit Committee.

Mr L’Huillier is an experienced Chief Executive and Company Director in the grocery and liquor industries. He commenced his business career with Myer and is a former CEO of Lion Nathan Australia. He has substantial experience as a Non‑Executive Director of major organisations in transport and logistics, property and financial services. He was previously a member of the Policy Board of PriceWaterhouse, Chairman of Repco Corporation Limited, Chairman and Chief Executive of the Transport Accident Commission, a Director of MPG Logistics and former Chairman of the Australian Prime Property Fund, a group with interests in major retail shopping centres. He is a former Director of MLC Limited and Challenge Bank Limited.

Mr L’Huillier was appointed a Director of Woolworths Limited in September 1997. Age: 65.

Recommendation

The Directors, having conducted an assessment of the performance of Dr Deane and Mr L’Huillier, believe that it is in the interests of shareholders that each candidate be re‑elected as a member of the Board and recommend (with Dr Deane and Mr L’Huillier abstaining from voting in respect of their own appointment) that you vote in favour of the corresponding resolution.

4. Executive Directors’ Options and Performance Rights

Why Shareholder Approval Is Being Sought

ASX Listing Rule 10.14 states that a listed company must not permit a Director to acquire securities under an employee incentive scheme without the approval of shareholders by ordinary resolution. The purpose of the resolutions associated with agenda items 4(a) and 4(b) is to have shareholders approve the proposed grant of options ( Options ) over the Company’s ordinary shares ( Shares ) or, in place or in combination with Options, performance rights ( Performance Rights ) of an equivalent value of an allocation of Options to the Company’s Group Managing Director and Chief Executive Officer ( CEO ), Mr Luscombe and the Company’s Finance Director, Mr Pockett, under the Woolworths Long Term Incentive Plan ( Plan ).

Subject to approval by members, the Board proposes that under the Plan over the three years commencing with the 2010 financial year:

the maximum grant of Options to Mr Luscombe will be 1,500,000 Options or, in place or in combination with Options, Performance Rights of an equivalent value; and
the maximum grant of Options to Mr Pockett will be 750,000 Options or, in place or in combination with Options, Performance Rights of an equivalent value.

An equivalent value of Performance Rights, or a combination of Options and Performance Rights, to the allocation of Options, will be determined by the Board at the time of the grant, following advice from independent expert advisers.

In the Board’s view, the performance hurdles that must be satisfied before Options and Performance Rights are exercisable link the ultimate value of the Options and Performance Rights to the continued growth of the Company’s earnings and shareholder returns and therefore provide a major incentive for Mr Luscombe and Mr Pockett to ensure the Company continues its superior performance.

The performance hurdles for grants of Options and Performance Rights during the 2009 financial year (as set out in the Notes to the Notice at the 2007 Annual General Meeting) are outlined in Appendix A. It is currently intended that those performance hurdles will also apply for grants of Options and Performance Rights under the Plan over the three years commencing with the 2010 financial year, but the Board reserves the right to vary those hurdles if it determines that they are no longer appropriate in the circumstances existing at the time the Options and Performance Rights are granted.

Issuing options and performance rights to senior executives is a well established and standard component of the Company’s remuneration structures and the Directors, other than Mr Luscombe and Mr Pockett (in view of their personal interest in the resolutions), believe it is appropriate for members to approve the granting of Options and Performance Rights.

Summary of the Option Sub‑plan

The Option Sub‑plan delivers to the holder of an Option a right to acquire a Share at a future date, subject to performance hurdles being met and payment of the exercise price.

Performance Hurdles – the Board has determined that the vesting or exercise of Options is conditional on the achievement of performance hurdles set out in the terms and conditions of the specific grant. The performance hurdles for Options granted during the 2009 financial year are described below in Appendix A. As noted above, the Board reserves the right to vary those hurdles for grants of Options during the three years commencing with the 2010 financial year.
Exercise of Options – the Board will prescribe a date or dates on which Options become exercisable. On or after the prescribed date, and provided all other vesting or exercise conditions prescribed by the Board have been achieved, the Employee may acquire that number of Shares by exercising the same number of Options. An Option will lapse if it is not exercised within the life of the Option.
Exercise Price – the exercise price will be calculated in accordance with the terms and conditions of the specific grant of Options and adjusted in accordance with the Plan rules.
Entitlement on Exercise – on exercise of Options, Woolworths will issue the Shares resulting from the exercise of Options to the person exercising the Options.

Early Exercise of Options – early exercise of the Options may be permitted at the discretion of the Board, if the Employee ceases employment with any participating Woolworths Group company ( Participating Company ) in circumstances such as death, retirement, ceasing employment because of illness, incapacity, redundancy or where otherwise permitted by the Board or its delegate. Early exercise of Options may also be permitted on a takeover, scheme of arrangement, or winding up of Woolworths, subject to Board or its delegate’s approval. Unexercised Options of Employees whose employment is terminated for cause may only be exercised if permitted at the discretion of the Board or its delegate.
Reconstruction and Bonus Issues – an Employee’s entitlement to Shares under an Option will be adjusted to take account of capital reconstructions and bonus issues as if the Option had been exercised before the determination of entitlements in respect of those issues.
Restriction on Disposal of Shares – the Board may impose a restriction on the disposal of Shares issued on exercise of an Option.

Summary of the Performance Rights Sub‑plan

The Performance Rights Sub‑plan delivers a contractual right to a future grant of a Share to the right holder at a future date, subject to the performance hurdles being met. Each Performance Right can be exercised for no monetary payment and, upon exercise, each Performance Right entitles the right holder to the issue or transfer of one Share.

Performance Hurdles – the Board has determined that the vesting or exercise of Performance Rights is conditional on the achievement of performance hurdles set out in the terms and conditions of the specific grant. The performance hurdles for Performance Rights granted during the 2009 financial year are described below in Appendix A. As noted above, the Board reserves the right to vary those hurdles for grants of Performance Rights during the three years commencing with the 2010 financial year.
Exercise of Performance Rights – the Board will prescribe a date or dates on which Performance Rights become exercisable. On or after the prescribed date, and provided all other vesting and exercise conditions prescribed by the Board have been achieved, the Employee may acquire Shares by exercising the Performance Right. A Performance Right will lapse if it is not exercised within the life of the Performance Right.
Early Exercise of Performance Rights – early exercise of the Performance Rights may be permitted at the discretion of the Board, if the Employee ceases employment with any Participating Company in circumstances such as death, retirement, ceasing employment because of illness, incapacity, redundancy or where otherwise permitted by the Board or its delegate. Early exercise of Performance Rights may also be permitted on a takeover, scheme of arrangement, or winding up of Woolworths, subject to Board or its delegate’s approval. Unexercised Performance Rights of Employees whose employment is terminated for cause may only be exercised if permitted at the discretion of the Board or its delegate.
Reconstruction and Bonus Issues – an Employee’s entitlement to Shares under a Performance Right will be adjusted to take account of capital reconstructions and bonus issues as if the Performance Right had been exercised before the determination of entitlements in respect of those issues.
Restriction on Disposal of Shares – the Board may impose a restriction on disposal of Shares acquired by an Employee on exercise of a Performance Right.

Number of Instruments Issued Under the Plan

Under the Plan, Options may be issued to Employees under the Option Sub‑plan, Performance Rights may be issued to Employees under the Performance Rights Sub‑plan and Performance Shares may be issued to Employees under the Performance Shares Sub‑plan (together, Plan Incentives ).

Since the approval of the Plan in 2004, the following Plan Incentives have been issued to Employees:

32,027,650 Options;
1,590,000 Performance Rights; and
no Performance Shares.

Maximum Number of Plan Incentives to be Issued to Mr Luscombe and Mr Pockett

The maximum number of Options or, in place or in combination with Options, Performance Rights of a value equivalent to the allocation of Options that may be acquired by Mr Luscombe and Mr Pockett following the shareholders’ approval required at this Meeting is 2,250,000.

Price of Options and Performance Rights

The Options and Performance Rights will be issued at no cost to Mr Luscombe and Mr Pockett. The Options will be exercisable, subject to the vesting and exercise conditions described below being met, at a price per Option of an amount that is the volume weighted average price of the Company’s shares traded on the ASX on the five trading days prior to the Effective Date of those Options. Once the vesting and exercising conditions are met, the Performance Rights will be exercisable at nil cost.

Other Information Relating to the Potential Grant of Options and Performance Rights

In accordance with ASX Listing Rules 10.14 and 10.15A, the following additional information is provided for shareholders.

No Director other than Mr Luscombe and Mr Pockett is eligible to participate in the issue of Options and Performance Rights under the Plan the subject of the resolutions associated with agenda items 4(a) and (b).
No Directors other than Mr Luscombe and Mr Pockett have received Options under the Plan since it was approved by shareholders. Mr Luscombe and Mr Pockett have received 1,000,000 and 500,000 Options respectively and the acquisition price for the Options was nil.
No Directors have received Performance Rights under the Plan since it was approved by shareholders.
Upon satisfaction of the relevant vesting conditions as referred to above, each of Mr Luscombe and Mr Pockett will be entitled to exercise each Option and Performance Right and be issued with one fully paid ordinary share in the Company (subject to the terms of the issue of the Options and Performance Rights relating to capital reconstitutions of the Company and other matters required by the Listing Rules).
Any new member of the Board will not be issued Options or Performance Rights under the Plan until further shareholder approval is obtained in accordance with ASX Listing Rule 10.14.
Details of Options or Performance Rights issued under the Plan in any financial year will be published in the Company’s Annual Report along with confirmation that the issue was approved by shareholders in accordance with ASX listing Rule 10.14.

Acceleration of Vesting

Under section 200B of the Corporations Act 2001 (Cth), a company may only give a person a benefit in connection with their ceasing to hold a board or managerial office in the company or a related body corporate if it is approved by shareholders or an exemption applies. Accordingly, approval is also sought for any benefit which Mr Luscombe and Mr Pockett may receive under the Plan on termination of their employment (for example, if they are totally and permanently disabled).

Recommendation

The Directors other than Mr Luscombe and Mr Pockett recommend that shareholders vote in favour of the resolutions associated with item 4 of the Agenda. Messrs Luscombe and Pockett do not make a recommendation in view of their respective personal interest in the resolutions.

Copies of the Woolworths Long Term Incentive Plan Rules are available on Woolworths’ website at www.woolworthslimited.com.au, at Woolworths’ registered office at 1 Woolworths Way, Bella Vista, NSW 2153 or may be obtained by shareholders at no charge by writing to the Company Secretary at that address.

No loan will be provided by the Company in relation to the grant or exercise of the Options.
If shareholders approve the resolutions associated with agenda items 4(a) and 4(b) a maximum of 1,500,000 Options (or, in place or in combination with Options, Performance Rights of a value equivalent to the allocation of Options) will be issued to Mr Luscombe and a maximum of 750,000 Options (or, in place or in combination with Options, Performance Rights of a value equivalent to the allocation of Options) will be issued to Mr Pockett at nil cost by no later than three years after the passing of this resolution.

APPENDIX A

Performance Hurdles for Grants to be Made Under the Plan

Under the Plan, Options and Performance Rights are granted but only vest subject to the achievement of specific performance hurdles.

The performance hurdles for grants of Options and Performance Rights under the Plan during the 2009 financial year ( Performance Hurdles ) are outlined below. It is currently intended that those Performance Hurdles will also apply for grants of Options and Performance Rights under the Plan during the following three financial years, but the Board reserves the right to vary those hurdles if it determines that they are no longer appropriate in the circumstances existing at the time the Options and Performance Rights are granted.

2009 Performance Hurdles

The Performance Hurdles set by the Board for grants of Options and Performance Rights during the 2009 financial year are for:

50% of the grant, the Earnings Per Share ( EPS ) performance hurdle ( EPS Tranche ); and
the remaining 50% of each grant, a market comparative Total Shareholder Return ( TSR ) performance hurdle ( TSR Tranche ),

each subject to the vesting scale outlined below and measured over a four year period from the grant date.

EPS Performance Hurdle

EPS is the non‑dilutive EPS which is measured as the net profit of the consolidated entity after outside equity interests divided by the weighted average number of shares on issue (including ordinary shares and dividend reinvestment allotments, but excluding shares held by Woolworths’ custodian) over the performance period.

For Options and Performance Rights granted during the 2009 financial year, the EPS Tranche partially vests upon Woolworths attaining average annual EPS growth of equal to or greater than 10.0%. EPS growth equal to 10.0% over the performance period will result in 12.5% of the Options and Performance Rights granted vesting, while EPS growth equal to or greater than 15% over the performance period will result in 50% of the Options and Performance Rights granted during the 2009 financial year vesting.

TSR Performance Hurdle

The TSR performance hurdle for grants during the 2009 financial year requires a minimum TSR at the 51st percentile measured against comparator companies comprised of the S&P/ASX 100 Industrials Index, excluding companies in the ASX Banks and Finance Accumulation Index, ASX All Resources and ASX Trusts and any companies in the comparator group that are under takeover, have merged, had a share reconstruction or been de‑listed as at the measurement date. The maximum TSR vesting requires TSR at the 75th percentile.

Vesting, Exercise Period and Expiry Period

The 2009 Performance Hurdles are subject to the vesting scale measured over a four year period from the date of grant but will be subject to early testing on the third anniversary of the date of grant and vesting may occur subject to the performance hurdles outlined above being met.

If the minimum vesting hurdles are met on the third anniversary of the date of grant for the EPS Tranche then those Options and Performance Rights meeting the vesting hurdle shall vest and any Options and Performance Rights in the EPS Tranche not meeting the vesting hurdle shall be forfeited. If the minimum vesting hurdles are met on the third anniversary of the date of grant for the TSR Tranche then those Options and Performance Rights meeting the vesting hurdle shall vest and any Options and Performance Rights in the TSR Tranche not meeting the vesting hurdle shall be forfeited.

If the minimum vesting hurdles are not met on the third anniversary for the EPS Tranche those Options and Performance Rights shall remain unvested. If the minimum vesting hurdles are not met on the third anniversary for the TSR Tranche those Options and Performance Rights shall remain unvested.

If the minimum vesting hurdles were not met and the Options and Performance Rights remain unvested, the Performance Hurdles will be tested on the fourth anniversary of the date of grant and vesting may occur on this date subject to the Performance Hurdles outlined above being met. Any Option and Performance Right that does not vest on the fourth anniversary of the date of grant will be forfeited.

Options and Performance Rights granted during the 2009 financial year which have vested but remain unexercised expire after the earlier of 5.5 years from the date of grant, or up to 12 months after termination of employment.

Whilst the Board has retained the discretion to review the performance hurdles applicable to a grant of Options and Performance Rights, it is intended that the performance hurdles for future years will also be TSR and EPS based. These performance hurdles, together with the relevant exercise periods and expiry dates, will be disclosed each year in the Annual Report.

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Parking Central
Business
48 Tram Number SouthernCross District Flinders Street
Tramline Station Station
Convention
Centre
Entrance
75
70
48
World
Trade
Centre 96 Crown
109 Complex
112
Office
Tower Maritime
Retail Hilton Precinct
New
Melbourne
Crown
Convention
Retail Centre Melbourne Complex
Exhibition
Parking Centre
109
96
Map Key
Sheds
Wurundjeri Way
Westgate Freeway
Siddeley Street
Flinders Street
Yarra River
Normanby Road
Normanby Road
Montague Street
Clarendon Street
Centre
Convention
Spencer Street
Footbridge
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AGM LOCATION

John Batman Theatre

Level 3, Convention Centre Building Corner Flinders Street and Spencer Street Melbourne 3000 Thursday 27 November 2008 Commencing at 11.00am

Introducing the new Everyday Money Credit Card.

As you’re no doubt aware, we’ve just launched our new Woolworths Everyday Money Credit Card. Woolworths is in the business of providing customers with essential goods and services for their everyday lives. The fi nancial services offering is an extension of that proposition.

Special offer:

5,000 bonus reward points.[2]

As a valued shareholder, we’re delighted to offer you 5,000 bonus reward points[2] to get you started, if you spend on your card on or before 31st December 2008.

Great introductory rate: 0% p.a. until 1 Feb 09 on all purchases.[¹]

Features:

› No annual fee for the fi rst year and only $49 per year after that.
› Up to 55 days interest free on purchases after 1 February 2009.[3]
› 5.99% p.a. on balance transfers for 6 months.[4]
› Free additional cardholder.
› Worldwide acceptance wherever you see the MasterCard[®] logo.
› Chip security – a microchip embedded in your card helps protect against unauthorised use.
› Choose from 4 fresh card colours.

Be rewarded for your everyday spending.

For every dollar you spend on your Everyday Money Credit Card, in one of the categories below, you’ll earn the following points:

› 3 points per dollar spent on Woolworths products purchased at Woolworths or Safeway Supermarkets, excluding online purchases.

› 2 points per dollar spent on other products purchased at Woolworths or Safeway Supermarkets, BIG W, CALTEX WOOLWORTHS/SAFEWAY co-branded fuel outlets, epump, Woolworths/Safeway Liquor, Dick Smith PowerHouse and participating Dick Smith Electronics and Tandy stores. Some exclusions apply.[5]

› 1 point per dollar spent on most other purchases.[6]

Points = shopping cards.

Every 4 months, if you have enough points, we’ll convert them into an Everyday Money Shopping Card redeemable up to its specifi ed value, at the participating stores below. Your shopping card expires 3 months after the date of issue. See overleaf for things you need to know and exclusions.[7]

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Moisten here Moisten here – Fold up Moisten here – Fold up Moisten here – Fold up Start with this panel – Fold up
/ / Page 1 of 2
yrs mths
$ $ $ $ $ $ $ $ $ $ $ $ $
Other
Unemployed
yrs mths Date
Retired State Postcode
Casual if applicable
Postcode (specify contract length) monthly payment
Home duties ( )
(surname before marriage) ( ) ( ) Contractor ( ) income (after tax)
First name (or business name if self employed) income (after tax)
Permanent part time (not a P.O. box) salary/income (before tax) salary (after tax) monthly monthly repayments ✗
Credit card application monthly
annual
Full time Self employed Full time education monthly , open 24 hours a day, 7 days a week.
For your security Your employment details Your financial details Your signature
Mother’s maiden name Please provide details of a relative or friend who lives in Australia but DOES NOT live with you. Title Surname Street address Suburb/City State Daytime phone no. Evening phone no. Relationship to you Job title Occupation Time with employer/time self employed Employer’s name Employer’s phone no. Street address Suburb/City Country If self employed, what is the nature of your business? If self employed/contractor, give details of your accountant/financial adviser who can confirm your financial details. Name of accountant Accountant’s phone no. Please authorise this person to provide information with respect to this application. Please note: Non-disclosure may result in your application being declined. Gross Net Net other Partner’s net Liabilities/commitments (excluding credit cards) Mortgage(s) – total balance owing Mortgage(s) and/or rent – Other loans – (excluding mortgage/rent and credit card repayments) Other monthly expenses (e.g. childcare/school fees. Exclude normal living expenses) Credit and store cards Total number of cards held Total limits of all cards Total balance owing on all cards Assets Real estate (total value) Motor vehicles and boats (total value) Savings and shares (total value) By signing here you acknowledge that you have read and understood the privacy consent and declaration overleaf and declare that the details contained in this application are true and correct. Signature You may be contacted if further information is required.
Moisten here F F
1300 10 1234
Black Black
You are at least 18 years of age You have a good credit rating M : M :
: :
Pink Pink
Gender No State : : Blue Gender : : Blue
Defacto Widowed Yes State Postcode State Postcode
The bank your salary is paid into. Live with parents Other : :
Street no. Postcode (if renting/boarding) Green Green or call Customer Service on
: :
(if applicable)
Married / / yrs mths yrs mths Board ( ) : / / :
: (select one) : (select one)
4 4
– if less than 3 years at your current residential address.
Single Separated/Divorced Home owner/buyer Rent ( ) 4 : 4 : ( )
First name First name
: :
(dd/mm/yy) 4 (dd/mm/yy) 4
(if not Australian, please specify) (if not Australian, please specify)
: :
3 3
everydaymoneycard.com.au/share
: :
You earn more than $20,000 per annum (before tax) You are a permanent resident of Australia 9 9
Your personal details Additional cardholder details (optional)
Before you complete your application for an Everyday Money Credit Card, please ensure you can answer YES to all the following: Please complete the application below and return using the self mailer provided or fax back to +61 2 8987 5937. Or you can apply online at everydaymoneycard.com.au/share Title Middle name(s) Surname Marital status Number of dependants under 18 years Date of birth Nationality Are you a permanent Australian resident? Time with main bank Driver’s licence number Your current residential address (not a PO box) Property name Unit no. Street name Street type Suburb/City Country Time at this address Residential status Give details of current landlord/agent Name of landlord/agent Landlord/agent’s phone no. Your contact details Home phone no. Mobile phone no. Email Your previous address Street address Suburb/City Country Everyday Rewards (if applicable) Everyday Rewards card number Your card colour Choose your card colour Title Middle name Surname Date of birth Nationality Occupation If self employed, nature of business Everyday Rewards card number Additional cardholder residential address (not a PO box) Street address Suburb/City Country Additional cardholder contact details Home phone no. Mobile phone no. Additional cardholder card colour Choose their card colour The Woolworths Everyday Money Credit Card is issued by HSBC Bank Australia Limited ABN 48 006 434 162 and HSBC is the credit provider. For more information. Visit 310/S98/009/DHDG
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WOOLCC 0071 ~~-~~ 1 Shareholder DL 14pp.indd 1

7/10/08 4:06:12 PM

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Signature 3 2 1 3. 2. 1. • resellers; • • • • • • Information.
✗ Act 1988 (Cth).
Your signature or credit card holder Name of account holder and HSBC’s assignees; Your privacy
credited on a future statement.
Card on the date of the transfer. which this application relates; Customer Service on 1300 10 1234. (“Authorised Signatory”), including: What type of information is collected? Card and other financial products.
Balance Transfer Confirmation of Agreement: by and disclosed to the following Recipients: Who has access to my Personal Information? Woolworths Everyday Money Credit Card. Money Credit Card or at any other time;
Balance transfer request (optional) interest rates, please visit everydaymoney.com.au 7. your lowest balance up to your available credit. 5. or to be taken out, in connection with the credit to or through whom any insurance policy is taken out, any insurer, insurance broker or agent from whom to Woolworths, and any of their franchisees and Woolworths and any company which is related HSBC, any company which is related to HSBC, You agree that Personal Information may be used before, during or after the provision of credit to you.Personal Information may be given or lawfully obtained can access their Personal Information by contacting purposes set out in this document and that they use and disclose their information for the relevant and will inform them that HSBC and Woolworths will immediately make the individual aware of that fact spouse or partner), you have made or will Information about an individual (such as a relative, You declare that where you have provided Personal HSBC may not be able to provide you with a any Personal Information it needs is not provided, you and any Authorised Signatory. In addition, if Information to identify and verify the identity of HSBC is required by law to collect Personal any credit decision made concerning this application.any transaction details or transaction history; and Recipient otherwise lawfully obtains about you; (collectively known as the “Recipient”) or which any has access to my Personal Information?” below of the persons set out under the heading “Who any other Personal Information you provide to any you in your application for a Woolworths Everyday any Personal Information provided by or about authorised to operate an additional card Personal Information about you and any person HSBC and Woolworths may collect and hold behalf, you authorise and acknowledge that into any transactions with you or for or on your Money Credit Card and when it does so, to enter providing you with a Woolworths Everyday In order for HSBC to provide or to consider to give or receive from each other under the Privacy credit capacity that credit providers are allowed credit worthiness, credit standing, credit history or Credit Information is information about an individual’s which identifies an individual, and includes Credit Personal Information is any information about and with the Woolworths Everyday Money Credit (“Woolworths”) licensed to HSBC in connection Woolworths Limited ABN 88 000 014 675 “Woolworths Everyday Money” is a brand of other facilities, products and services globally. banking, wealth management, insurance and is a member of the HSBC Group which supplies Limited ABN 48 006 434 162 (“HSBC”). HSBC issued and funded by HSBC Bank Australia The Woolworths Everyday Money Credit Card is
• • • • • • • • • • • • • • • • • • •
amount has been credited to them on a future statement.
4.
Information:
which relate to your nominated account will be your responsibility. Balance transfer request terms and conditions
9. merchant); and
Account/Credit card number to that disclosure. Recipient’s behalf.
Date product or service; those applying to HSBC. in the payment system.
legislative requirements; and Everyday Money Credit Card; to any Authorised Signatory; and any Authorised Signatory;
(unless you ask the Recipient not to); administration and account services; Service Provider (and its contractors):
application. Upon approval, the balance transfer(s) will be processed within 7 business days.
via ATMs, internet banking and BPAY;
/ /
on your or any Authorised Signatory’s behalf.or any Authorised Signatory’s request and for or entered into or performed by a Recipient at your you and a Recipient and/or any transactions to facilitate any transactions entered into between terrorist finance activities and comply with other to detect fraud or money laundering activities or and shopping behaviour with your peer groups; enable a Recipient to compare your account history to build peer/individual group profiling to to analyse transaction details and transaction may interest you and to market them to you to identify and develop products or services that products and services offered by Recipients; purposes and to seek your feedback on the for planning, product development and research Everyday Rewards Card, to your Woolworths to link any other product or service, such as your product or service the Recipient provides to you;to maintain, administer and update any other any Everyday Money products or services to you;to promote, facilitate and manage the provision of to assess any application you make for a different to you and to carry out any associated payments, for any purpose related to the provision of credit Woolworths Everyday Money Credit Card;to assess and process your application for a may be used and disclosed by any Recipient and by you or otherwise lawfully obtained by a Recipient You agree that any Personal Information provided What happens to my Personal Information? are not subject to privacy obligations equivalent to to Recipients and Service Providers overseas which You agree to disclosure of your Personal Information to others where you have otherwise consented and terrorist financing laws or statutory notices;taxation, social security or anti-money laundering as required by law such as under court orders, You agree that we can disclose your Personal lawfully obtains in the course of acting on the Information the Service Provider (and its contractors) Personal Information and any other Personal its contractors) may exchange with each other any then the Recipient and the Service Provider (and to do something on its behalf (a “Service Provider”), You agree that if a Recipient engages any person any payment systems operators and participants by whom you are introduced to HSBC (e.g. any person through whom you have applied, or any person necessary to execute your instructions; them, or to facilitate your transactions including other financial institutions if you seek credit from
Name of issuing bank,
financial institution or store • • • • • • •
requests will be subject to the balance transfer rate current at the time. Visit everydaymoney.com.au for details.
8. Balance Transfers will attract interest from the day of transfer.
transfer. You understand that this balance transfer will depend on your Everyday Money Credit Card being approved. 6.
$ $ $ NSW 2001. been refused. their advisers. your insurers;
payments made to your Everyday Money Credit Card account to reduce the balance(s) first and then to any subsequent purchases. adverse credit report.
debt collection agencies; credit reporting agencies;
If your application is refused
p($ value must be s any Authorised Signatory; and
to access any Personal Information.
By signing this balance transfer request, you acknowledge that you have read and understood the Balance Transfer Terms and Conditions above. Complete this section to transfer balances from other non-HSBC credit cards and store card accounts to your Everyday Money Credit Card. Your access to Personal Information unless otherwise required or allowed. How is Personal Information Stored?
– minimum amount $500 Amount to be transferred
ecified)
to check that information given is correct;
or to whom it may assign your credit card; Authority in relation to Credit Information
Page 2 of 2 Money Credit Card as a result of the balance transfer request above and that the balance transfer must not exceed the available credit on the date of the You agree that the balance transfer information above is true and correct. You agree that you will be responsible for the balance outstanding on your Everyday Please continue making payments to these accounts until you receive confirmation from the relevant credit providing companies that the transferred amount has been credit and store cards to your Everyday Money Credit Card. Your balance transfer request may be reduced in accordance with the credit limit assigned to your Please note that you can only transfer up to your available credit limit. This may mean that you are not able to transfer the entire balance from your other existing of the balance transfer requested above and that the aggregate of all balance transfers must not exceed the available credit on my Everyday Money Credit I agree that I will be responsible for the balance outstanding on my Everyday Money Credit Card as a result Payments may be allocated in any order we see fit, including applying any and all Any fees and charges (including interest) Only one Balance Transfer form will be transferred at the promotional rate. All subsequent balance transfer period has ended, any balance outstanding from the Balance Transfer will accrue interest at the Interest Rate for Cash Advances. For information on current After the balance transfer promotional If you ask us to transfer more than one balance, we will transfer the highest balance first down to Please continue making payments to the designated credit providing companies until you receive confirmation from those companies that the transferred Balance Transfer requests will only be accepted from non-HSBC credit cards and store cards. Credit cards must be in Australian currency. The Issuer reserves the right to reduce the amount of the balance transfer request in accordance with the credit limit assigned to your application. us at Everyday Money, GPO Box 4535, Sydney telephoning us on 1300 10 1234 or writing to receive this information, you may tell us by via mail, email or telephone. If you do not wish to offers and special promotions. This may happen contact you from time to time with various product The Issuer and/or Woolworths would like to Service on 1300 10 1234. A fee might be payable and their related companies by contacting Customer Information about you held by HSBC, Woolworths You understand that you can access most Personal and for the purposes set out in this document subject, and will only be used in accordance with security, to which all Recipients and their staff are will be protected by strict confidentiality and elsewhere in the world, the Personal Information used, stored or processed in Australia or be stored or processed overseas. Whether it is You acknowledge that Personal Information may be retained even though your application has Any Personal Information you have provided may not be given unless the refusal is based on an If this application for credit is refused a reason will respect of your credit worthiness, for this purpose.credit report, together with any other reports in provider in respect of you, to obtain a consumer which is a credit provider or deemed to be a credit agency. You authorise HSBC, and any other Recipient to, and obtain a credit report from, a credit reporting To do this, HSBC will give your Personal Information with a Woolworths Everyday Money Credit Card. credit arrangements after HSBC has provided you HSBC will also conduct periodic reviews of your or an interest in your credit card account and or who purchases, funds or manages that business its business, any person considering purchasing where it decides to sell or merge any aspect of your credit arrangements where you are in default), your credit worthiness or to ascertain the status of example, to notify of a default by you, to assess obligations), from whom you may seek credit (for to assist you to avoid defaulting on your credit subsequent reviews of credit provided to you, and and other applications you make, to conduct information (for example, to assess this application another credit provider from which it may seek any third party (such as your employer/accountant) credit worthiness, to, and obtain it from, the following:about your commercial activities and commercial give Credit Information about you, and information deemed to be a credit provider in respect of you to any other Recipient which is a credit provider or In addition to the above, you authorise HSBC and
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For more information.

Visit everydaymoneycard.com.au/share or call Customer Service on 1300 10 1234, open 24 hours, 7 days a week.

Things you should know.

Credit card issued by HSBC Bank Australia Limited ABN 48 006 434 162.

HSBC lending criteria applies. Fees, charges and Interest Rates apply and are current as at 1 September 2008 and are subject to change. Terms and conditions apply and are available upon request.Eligibility criteria and conditions apply. 1. 0% p.a. until 1 February 2009 applies on all purchases and excludes balance transfers, cash advances and interest free fi nance purchases. After this time our Interest Rate for purchases will apply (currently 18.99% p.a.). 2. Bonus reward points are only offered to approved applications submitted using the application form attached or via www.everydaymoneycard.com.au/share Only eligible to customers who activate and spend on their Everyday Money Credit Card between 1 November 2008 to 31 December 2008. Your account must be current and not in arrears. Rewards points are not transferable. Excludes Dick Smith Electronics/Powerhouse interest free promotion. Please allow up to 3 statement periods for points to appear on your account. 3. The interest free days apply to purchases appearing on a statement only if the closing balance of the statement and the closing balance of the previous statement are paid by the statement due dates. The closing balance includes any cash advance or balance transfer amounts. There is no interest free period for cash advances or balance transfers. 4. Interest Rate of 5.99% p.a. will apply for the fi rst 6 months of your balance transfers from non-HSBC credit or store cards. After this period, any balance outstanding from the balance you transfer will accrue interest at the Cash Advance Interest Rate applicable at the time (currently 21.99% p.a.). 5. Excludes Dick Smith Electronics/Powerhouse interest free promotions, purchases at online sites, standalone photo kiosks, optical counters, DVD vending machines, mobile EFTPOS terminals, Dick Smith Electronics and Tandy franchisees and resellers and business expenses. For a list of franchisees and resellers call 1300 10 1234. 6. Excludes Dick Smith Electronics/ PowerHouse interest free promotions, interest free merchant purchases, balance transfers, cash advances and business expenses. 7. The Everyday Money Shopping Card is redeemable at participating stores only. Participating stores may change from time to time. The shopping card is currently not accepted at some designated Dick Smith Electronics, Tandy, BWS stores and CALTEX WOOLWORTHS/ SAFEWAY co-branded fuel outlets. The shopping card cannot be used for online purchases (except Homeshop), at standalone photo kiosks, optical counters, DVD vending machines and mobile EFTPOS terminals. For a full list of participating stores where you can use your shopping card, details of the points you’ll need to obtain one, and to fi nd out its value, visit everydaymoney.com.au or call 1300 10 1234.