WOOLWORTHS GROUP LIMITED — Board/Management Information 2011

Oct 10, 2011

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11 October 2011

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

Dear Sir,

Re: Woolworths Limited – Chief Executive Officer’s Appointment

Please find attached details pertaining to the appointment of Mr Grant O’Brien as Managing Director and Chief Executive Officer effective on 1 October 2011.

For and on Behalf of WOOLWORTHS LIMITED

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PETER J HORTON

Group General Counsel and Company Secretary

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Chief Executive Officer’s Appointment

Mr Grant O’Brien’s appointment as Managing Director and Chief Executive Officer became effective on 1 October 2011, following the retirement of Mr Michael Luscombe from the Company on 30 September 2011.

CEO’s Remuneration

External independent consultants were engaged to advise the Board in relation to the CEO, Mr O’Brien’s terms and conditions of employment. Due to the internal appointment and relative experience, the Board determined the commencing remuneration of the incoming CEO would be lower than more experienced CEO’s with the intention to review and adjust the remuneration to be more in line with the median of the relevant peer group, subject to performance in the role.

The following sets out the key terms and conditions of the CEO, Mr O’Brien’s remuneration as contained in the Service Agreement between the Company and Mr O’Brien.

Term

Mr O’Brien’s service agreement has effect from 1 October 2011. The service agreement provides for 12 months notice of termination on the part of the Company and 6 months on the part of Mr O’Brien. In addition the Company may invoke a restraint period of up to 12 months following separation, preventing Mr O’Brien from engaging in any business activity with major competitors of Woolworths.

Mr O’Brien will not be entitled to any termination payment other than as summarised in the table below:

table below:
Termination by Company	Termination by Executive
If termination is without cause, 12 months notice is required. Where the notice period is worked, normal remuneration is paid. STIP and LTIP continue to accrue in accordance with relevant plan rules to the end of the notice period. Where the notice period is paid in lieu: Fixed remuneration and a reasonable estimate of STIP entitlement is paid and employment ceases upon making the payment. LTIP will continue to accrue or be forfeited in accordance with the plan rules. If termination is with cause, only accrued and unpaid salary for days worked is paid. STIP and LTIP are forfeited in accordance with the relevant plan rules.	The executive is to provide 6 months written notice. Where the notice period is worked, normal remuneration is paid. STIP and LTIP continue to accrue in accordance with relevant plan rules to the end of the notice period. Where the notice period is paid in lieu: Fixed remuneration and a reasonable estimate of STIP entitlement is paid and employment ceases upon making the payment. LTIP will continue to accrue or be forfeited in accordance with the plan rules.

In addition, the company may invoke a restraint period of up to 12 months following separation, preventing the CEO from engaging in any business activity with major competitors of Woolworths.

The Service Agreement sets out the following remuneration arrangements:

Fixed Remuneration

Total Fixed Remuneration of $1,900,000 per annum, including base salary, superannuation and provision of a fully maintained motor vehicle.

Short Term Incentive Plan

The Short Term Incentive Plan (STIP) provides of a maximum annual payment of 100% of Total Fixed Remuneration. The actual payment will be calculated with regard to achievement of key performance indicators agreed annually with the Board. The performance indicators are based on a combination of detailed measurements of corporate and financial performance and the implementation of strategic operational objectives.

Long Term Incentive Plan

Subject to any appropriate or required approvals by the Company’s shareholders, Mr O’Brien will be entitled to a Long Term Incentive Plan annual award equivalent to 100% of Total Fixed Remuneration.

The first such award will be subject to Shareholder approval at the 2011 Annual General Meeting. Details of the award in respect of financial year 2012 will be available to the Company‘s shareholders in the Notice of Annual General Meeting 2011 to be sent to shareholders next month.

For further information please call Mr Peter Horton, Company Secretary on (02) 8885 3680.