WOOLWORTHS GROUP LIMITED — Capital/Financing Update 2011

Oct 17, 2011

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18 October 2011

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

Dear Sir,

DESPATCH OF WOOLWORTHS NOTES II POSTCARD TO WOOLWORTHS SHAREHOLDERS

Attached is a postcard being sent to certain holders of Woolworths ordinary shares to notify them of the offer by Woolworths of dated, unsecured, subordinated, cumulative notes ( Woolworths Notes II or Notes ) pursuant to a Prospectus lodged with the Australian Securities and Investments Commission today (the Offer ).

The postcard is being sent to those holders of Woolworths ordinary shares on Woolworths’ register at 7.00pm AEDT[1] on 7 October 2011 with registered addresses in Australia ( Eligible Woolworths Shareholders ).

Pursuant to the Offer, Eligible Woolworths Shareholders are entitled to participate in the Woolworths Shareholder Offer. If there is excess demand for Notes under the Offer, priority will be given to applicants under the Woolworths Shareholder Offer over applicants under the General Offer.

Investors with enquiries about the postcard should contact the Woolworths Notes II Offer Information Line on 1300 660 837 or +61 3 9415 4249 (Monday to Friday – 8:30am to 5:30pm AEDT[1] ).

For and on behalf of

WOOLWORTHS LIMITED

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PETER J HORTON Group General Counsel and Company Secretary

1 Australian Eastern Daylight Time

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Woolworths Notes II

On 18 October 2011, Woolworths Limited ( Woolworths ) announced an offer of Woolworths Notes II ( Notes ) to raise $500 million with the ability to raise more or less ( Offer ).

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On 18 October 2011, Woolworths Limited ( Woolworths ) announced an offer of Woolworths Notes II ( Notes ) to raise $500 million with the ability to raise more or less ( Offer ). Woolworths invites you, as an eligible holder of Woolworths ordinary shares, to participate in the Offer under the Woolworths Shareholder Offer. Notes are dated, unsecured, subordinated, cumulative notes issued by Woolworths that entitle holders of Notes to receive quarterly, deferrable, floating rate interest payments. If there is excess demand for Notes, priority will be given to applicants under the Woolworths Shareholder Offer over applicants under the General Offer. The Offer is expected to open on Wednesday, 26 October 2011 and will remain open for a limited period of time. Further details of the timing of the Offer are set out in the Prospectus.

If you wish to participate in the Woolworths Shareholder Offer, please follow the steps outlined below:

1. Obtain a Prospectus

• Download an electronic copy of the Prospectus from the Woolworths website www.woolworthsnotesiioffer.com.au; or

• Request a paper copy of the Prospectus by calling the Woolworths Notes II Offer Information Line on 1300 660 837 or +61 3 9415 4249 (Monday to Friday – 8:30am to 5:30pm AEDT) or by visiting www.

• woolworthsnotesiioffer.com.au You must quote your SRN/HIN, provided on the front of this postcard, to receive a personalised application form.

2. Apply

IMPORTANT NOTICES: Woolworths has lodged a prospectus dated 18 October 2011 with the Australian Securities and Investments Commission (ASIC) in relation to the offer of Notes for issue by Woolworths (Prospectus, which term shall include the replacement prospectus expected to be lodged with ASIC on 26 October 2011 confirming the margin on the Notes ). This postcard is not an offer of, or invitation to apply for, Notes. The offer of Notes will be made in, or accompanied by, a copy of the Prospectus. Anyone considering investing in the Woolworths Shareholder Offer should read the Prospectus carefully and in its entirety before deciding whether to apply for Notes. Anyone wishing to apply for Notes will need to complete the application form in, or accompanying, the Prospectus. The provision of this postcard is not, and should not be considered as, a securities recommendation or financial product advice. The information in this postcard is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. Woolworths is not licensed to provide financial product advice. If you are unsure of your position, please contact your stockbroker, accountant, taxation adviser, financial adviser or other professional adviser. An investment in Notes is subject to investment risk, including possible delays in repayment and loss of income and principal invested. No member of Woolworths guarantees the value or performance of Notes, the repayment of your investment or any particular rate of return. This postcard does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to or for the account or benefit of, any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933 (U.S. Securities Act). Notes have not been and will not be registered under the U.S. Securities Act, or the securities laws or any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly in the United States or to, or for the account or benefit of U.S. Persons. This postcard may not be distributed to, or relied upon by, a U.S. Person or a person acting for the account or benefit of a U.S. Person.

After the Offer opens on Wednesday, 26 October 2011, either:

• complete an application via the Offer website at

• www.woolworthsnotesiioffer.com.au (you will require your SRN/HIN); or

• if you received a paper copy of the Prospectus, complete and lodge the personalised paper application form which accompanied the Prospectus,

• and ensure that your application is received by the Registry by 5:00pm (AEDT) on Thursday, 17 November 2011.

Applications must be for a minimum of 50 Notes ($5,000).

3. Payment

You may pay your application monies using the following:

• BPAY[®] (online applications);

• cheque (paper applications); or

• money order (paper applications).

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