WOOLWORTHS GROUP LIMITED — M&A Activity 2009

Dec 20, 2009

==> picture [441 x 54] intentionally omitted <==

21 December 2009

Company Announcements Office Australian Securities Exchange

Dear Sir or Madam

Carboxy Pty Ltd takeover offer for Danks Holdings Limited

We refer to the off-market takeover offer by Carboxy Pty Ltd ( Carboxy ), a subsidiary of Woolworths Limited, for all of the ordinary shares in Danks Holdings Limited ( Danks ).

On behalf of Carboxy, we enclose notices prepared under Division 2 of Part 6A.1 of the Corporations Act 2001 (Cth). These notices have been given to the Australian Securities and Investments Commission and dispatched to relevant Danks shareholders today.

Yours faithfully

==> picture [127 x 48] intentionally omitted <==

Peter Horton Company Secretary

Enclosure

==> picture [419 x 49] intentionally omitted <==

6022 page 1/1 15 July 2001

ASIC registered agent number lodging party or agent name Clayton Utz office, level, building name or PO Box no Levels 19-35 street number & name 1 O'Connell Street suburb/city Sydney state/territory NSW postcode 2000 telephone ( ) facsimile (02) 8220 6700 ASS. � REQ-A � DX number 370 suburb/city Sydney CASH. � REQ-P � Ref 80095206 PROC � Australian Securities & Investments Commission form 6022 Notice of right of buy out to remaining Corporations Act 2001 holder of securities following a takeover bid 662B(1)(a)

To Nanjo Holdings Pty Ltd, 33 Sunshine Parade, Sunshine NSW 2264

• To Nanjo Holdings Pty Ltd, 33 Sunshine Parade, Sunshine NSW 2264 (1)

• Securities of Danks Holdings Limited ACN 004 295 532 (2) (“the Company”). 1. Under an Off Market Bid offers were made by Carboxy Pty Ltd ACN 138 990 584 (3) in respect of the acquisition of ordinary shares (4) in the Company.

• You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, but have not accepted the takeover offer.

• The bidder hereby gives you notice under subsection 662B(1) of the Corporations Act 2001 that the bidder and their associates have relevant interests in at least 90% (by number) of the securities in the bid class.

• You (or anyone who acquires the securities after the day on which this notice is given) as the holder of remaining securities in the bid class, have the right under section 662C within one month after this notice is given to give the bidder a written notice requiring the bidder to acquire your securities in the bid class.

• Unless otherwise agreed, the terms on which the securities will be acquired by the bidder will be the same as the terms which applied to the acquisition of securities under the bid immediately before the end of the offer period.

Signature

print	name	Peter	Horton	capacity	Company Secretary, Carboxy Pty Ltd
sign	here			date	21/ 12 / 2009

Legal\111125355.1

6022 page 1/1 15 July 2001

ASIC registered agent number lodging party or agent name Clayton Utz office, level, building name or PO Box no Levels 19-35 street number & name 1 O'Connell Street suburb/city Sydney state/territory NSW postcode 2000 telephone ( ) facsimile (02) 8220 6700 ASS. � REQ-A � DX number 370 suburb/city Sydney CASH. � REQ-P � Ref 80095206 PROC � Australian Securities & Investments Commission form 6022 Notice of right of buy out to remaining Corporations Act 2001 holder of securities following a takeover bid 662B(1)(a)

To Securities 1.	Mrs Sandra Downes, PO Box 182, Koroit Victoria 3282	Mrs Sandra Downes, PO Box 182, Koroit Victoria 3282	Mrs Sandra Downes, PO Box 182, Koroit Victoria 3282	(1) (2) (“the Company”). CarboxyPtyLtdACN 138 990 584 (3) (4) in the Company.
	of Danks Holdings Limited ACN 004 295 532 Under an Off Market Bid offers were made by in respect of the acquisition of ordinaryshares	Danks Holdings Limited ACN 004 295 532
			were made by ordinaryshares

1. You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, but have not accepted the takeover offer.

2. The bidder hereby gives you notice under subsection 662B(1) of the Corporations Act 2001 that the bidder and their associates have relevant interests in at least 90% (by number) of the securities in the bid class.

3. You (or anyone who acquires the securities after the day on which this notice is given) as the holder of remaining securities in the bid class, have the right under section 662C within one month after this notice is given to give the bidder a written notice requiring the bidder to acquire your securities in the bid class.

4. Unless otherwise agreed, the terms on which the securities will be acquired by the bidder will be the same as the terms which applied to the acquisition of securities under the bid immediately before the end of the offer period.

Signature

print name sign here	Peter Horton capacity Company Secretary, Carboxy Pty Ltd
	date 21/ 12 / 2009

Legal\111125355.1

6022 page 1/1 15 July 2001

ASIC registered agent number lodging party or agent name Clayton Utz office, level, building name or PO Box no Levels 19-35 street number & name 1 O'Connell Street suburb/city Sydney state/territory NSW postcode 2000 telephone ( ) facsimile (02) 8220 6700 ASS. � REQ-A � DX number 370 suburb/city Sydney CASH. � REQ-P � Ref 80095206 PROC � Australian Securities & Investments Commission form 6022 Notice of right of buy out to remaining Corporations Act 2001 holder of securities following a takeover bid 662B(1)(a)

To[Mr Malcolm John McComas & Mr Philip James Moors, , 1A Bunyula Road, ] Bellevue Hill NSW 2023 (1) Securities of Danks Holdings Limited ACN 004 295 532 (2) (“the Company”). 1. Under an Off Market Bid offers were made by Carboxy Pty Ltd ACN 138 990 584 (3) in respect of the acquisition of ordinary shares (4) in the Company.

1. You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, but have not accepted the takeover offer.

2. The bidder hereby gives you notice under subsection 662B(1) of the Corporations Act 2001 that the bidder and their associates have relevant interests in at least 90% (by number) of the securities in the bid class.

3. You (or anyone who acquires the securities after the day on which this notice is given) as the holder of remaining securities in the bid class, have the right under section 662C within one month after this notice is given to give the bidder a written notice requiring the bidder to acquire your securities in the bid class.

4. Unless otherwise agreed, the terms on which the securities will be acquired by the bidder will be the same as the terms which applied to the acquisition of securities under the bid immediately before the end of the offer period.

Signature

print	name	Peter	Horton	capacity	Company Secretary, Carboxy Pty Ltd
sign	here			date	21/ 12 / 2009

Legal\111125355.1