WOOLWORTHS GROUP LIMITED — Major Shareholding Notification 2009

Sep 15, 2009

603 page 1/2 15 July 2001

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Danks Holdings Limited ( Danks )

ACN/ARSN ACN 004 295 532

1. Details of substantial holder (1)

Name Woolworths Limited ( Woolworths ) on its own behalf and on behalf of each of its subsidiaries listed in Annexure A ( Woolworths Subsidiaries ) (which excludes Carboxy Pty Ltd ACN 138 990 584) ACN/ARSN (if applicable) ACN 000 014 675 The holder became a substantial holder on 15/09/2009

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities(4)	Number of securities	Person’s votes(5)	Voting power(6)
Ordinaryshares	324,516	324,516	5.00%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest(7)	Class and number of securities
Carboxy Pty Ltd	Pursuant to section 608(8) of the Corporations Act 2001 (Cth) as a result of acceptances of Carboxy's off-market takeover offer for all of the ordinary shares in Danks, which offer is dated 7 September 2009 and contained in Carboxy's bidder's statement dated 2 September 2009 (a copy of which was given to ASX on 2 September 2009) (Offer).	324,516 ordinary shares
Woolworths Limited	Pursuant to section 608(3)(b) of the Corporations Act 2001 (Cth) insofar as Woolworths controls Carboxy.	324,516 ordinary shares
Each of the Woolworths' Subsidiaries	Pursuant to section 608(3)(a) of the Corporations Act 2001 (Cth) insofar as each of the Woolworths Subsidiaries has more than 20% of the voting power in Carboxy.	324,516 ordinary shares
WDR Delaware II Corporation (WDR) and Lowe's Companies, Inc. (Lowe's)	Pursuant to section 608(3) of the Corporations Act 2001 (Cth) insofar as WDR has over 20% of the voting power in Carboxyand Lowe's controls WDR.	324,516 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder(8)	Class and number of securities
Carboxy Pty Ltd	Those persons who have accepted the Offer.	Carboxy Pty Ltd	324,516 ordinary shares
Woolworths Limited	Those persons who have accepted the Offer.	Carboxy Pty Ltd	324,516 ordinary shares
Each of the Woolworths Subsidiaries	Those persons who have accepted the Offer.	Carboxy Pty Ltd	324,516 ordinary shares
WDR Delaware II Corporation and Lowe's Companies, Inc.	Those persons who have accepted the Offer.	Carboxy Pty Ltd	324,516 ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder

became a substantial holder is as follows:

	Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number of securities
			Cash Non-cash
	Carboxy Pty Ltd	See Annexure B	$13.50 cash per ordinary share, payable on the terms of the Offer.	See Annexure B
	Woolworths Limited	See Annexure B	Not applicable.	See Annexure B
	Each of the Woolworths Subsidiaries	See Annexure B	Not applicable	See Annexure B
	WDR Delaware II Corporation and Lowe's Companies,Inc.	See Annexure B	Not applicable	See Annexure B
				603 page 2/2	15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Carboxy Pty Ltd ACN 138 990 584	Carboxy is an associate of Woolworths by virtue of section 12(2)(a)(i) of the Corporations Act 2001 (Cth) (i.e. Carboxy is controlled by Woolworths). In addition, Woolworths has entered into a joint bidding deed with Carboxy in relation to the Offer and so Carboxy is also an associate of Woolworths under sections 12(2)(b) and 12(2)(c) of the Corporations Act 2001 (Cth). A copy of the joint bidding deed was attached to the Form 604 given by Carboxy Pty Ltd to ASX on 15 September 2009.
Each of the Woolworths Subsidiaries	Each of the Woolworths Subsidiaries is an associate of Woolworths pursuant to section 12(2)(a)(i) of the Corporations Act 2001 (Cth) (i.e. each of the Woolworths Subsidiaries is controlled byWoolworths).
WDR Delaware II Corporation and Lowe's Companies, Inc.	Each of WDR and Lowe's has entered into a joint bidding deed with Woolworths (as attached to the Form 604 given by Carboxy Pty Ltd to ASX on 15 September 2009) and each is therefore an associate of Woolworths under sections 12(2)(b) and 12(2)(c) of the Corporations Act 2001 (Cth).

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
CarboxyPtyLtd	1 Woolworths Way, Bella Vista NSW 2153 Australia
Woolworths Limited	1 Woolworths Way, Bella Vista NSW 2153 Australia
Each of the Woolworths Subsidiaries	1 Woolworths Way, Bella Vista NSW 2153 Australia
WDR Delaware II Corporation and Lowe's Companies, Inc.	1000 Lowe's Boulevard, Mooresville, North Carolina 28117 USA

Signature

print name Peter Horton capacity	Company Secretary
sign here date	16/09/2009
DIRECTIONS
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
paragraph 7 of the form.
f "associate" in section 9 of the Corporations Act 2001.
f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
of a company constitute one class unless divided into separate classes.

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”

• (9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure A

This is the Annexure A referred to in the Form 603 (Notice of initial substantial holder) signed by me and dated 16 September 2009.

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Peter Horton Company Secretary, Woolworths Limited 16 September 2009

Wlh Sbidii		Place of Incorporation
ooworts usares	ACN or Company No
A.C.N.001 259 301 PtyLimited	001 259 301	NSW
Advantage SupermarketsPtyLtd	009 312056	WA
Advantage SupermarketsWA PtyLtd	084 788492	WA
ALH Group Pty Ltd	098 212 134	VIC
AlbionCharlesHotel(BMG)PtyLtd	110 901 730	VIC
ALHGroupPropertyHoldingsPtyLimited	114682969	VIC
Australian Leisure andHospitality GroupLimited	067391511	VIC
ALHGroup (No. 1)PtyLtd	010 657888	QLD
Balaclava Hotel (BMG) Pty Ltd	110 901 810	VIC
ChelseaHeightsHotel(BMG)PtyLtd	110 901856	VIC
CherryHill Tavern(BMG)PtyLtd	110 900957	VIC
CourthouseBrunswick Hotel(BMG)PtyLtd	110 901892	VIC
CourthouseHotel Footscray (BMG)PtyLtd	110 901 712	VIC
Croxton Park Hotel(BMG)PtyLtd	110 901687	VIC
Daisey’s Club Hotel (BMG) Pty Ltd	110 901 669	VIC
Excelsior Hotel(BMG)PtyLtd	110 901650	VIC
First andLastHotel(BMG)PtyLtd	110 901589	VIC
GlengalaHotel(BMG)PtyLtd	110 901552	VIC
Lyndhurst ClubHotel(BMG)PtyLtd	110 901534	VIC
Manningham Hotel (BMG) Pty Ltd	110 901 507	VIC
MGW HotelsPtyLtd	098214 129	QLD
AceridgePtyLimited	010790771	QLD
ChatswoodHillsTavern Pty. Ltd.	010 875 939	VIC
DaparaPtyLtd	003 085 907	NSW
Stadform DevelopmentsPty. Limited	010 996 004	QLD
Fenbridge Pty. Ltd.	010 963 854	QLD
KawanaWatersTavern No.3PtyLtd	009 674328	QLD
KawanaWatersTavern No. 1 PtyLtd	009 671603	QLD
KawanaWatersTavern No. 2 PtyLtd	009 673 938	QLD
VicpointPtyLtd	078484 741	QLD
Milanos Hotel (BMG) Pty Ltd	110 901 481	VIC
Monash Hotel(BMG)PtyLtd	110 900751	VIC
MorelandHotel(BMG)PtyLtd	110 901 196	VIC
NuHotel(BMG)PtyLtd	110 901 105	VIC
OakleighJunction Hotel(BMG)PtyLtd	110 901 169	VIC
PalaceHotel Hawthorn(BMG)PtyLtd	110 901 132	VIC
Powel Hotel Footscray (BMG) Pty Ltd	110 901 089	VIC
Preston Hotel(BMG)PtyLtd	110 901061	VIC
QueensbridgeHotel(BMG)PtyLtd	110709 996	VIC
RacecourseHotel(BMG)PtyLtd	110 901034	VIC
Shoppingtown Hotel(BMG)PtyLtd	111 719 870	VIC
Taverner Hotel Group Pty. Ltd.	086 956 890	VIC
Amprok Pty. Ltd.	007011 798	VIC
AuspubsPtyLtd	086 695 801	VIC
CoolingZephyr PtyLtd	089193 859	VIC
The Common Link PtyLtd	086 504529	VIC
E.G. FunctionsPty. Ltd.	073488 052	VIC
Elizabeth Tavern Pty. Ltd.	008 019 922	SA
FG JointVenturePtyLtd	095 849 906	VIC
FountainJadePty. Ltd.	007396 063	VIC
Hadwick PtyLtd	090 965772	SA
MarkessaPty. Ltd.	006 644382	VIC
Playford Tavern Pty Ltd	077 886 545	SA
SeafordHotel Pty. Limited	063 024591	VIC
The SecondP PtyLtd	089 313146	VIC
KilrandHotels (Hallam)Pty. Ltd.	005730 601	VIC
Ashwick(Vic.)No.88Pty. Ltd.	006 327 206	VIC

Wlh Sbidii		Place of Incorporation
ooworts usares	ACN or Company No
Warm Autumn Pty. Ltd.	082 483 994	VIC
WerribeePlazaTavern Pty. Ltd.	006296162	VIC
WaltzingMatildaHotel(BMG)PtyLtd	111 719 861	VIC
WheelersHill Hotel(BMG)PtyLtd	111 719 923	VIC
AndmistPty. Limited	095 618 929	NSW
Australian Independent Retailers Pty Ltd	004 678 675	VIC
Australian Liquorand GroceryWholesalersPtyLtd	009 592925	NT
AustralianSafeway StoresPty. Ltd.	004319 939	VIC
Barjok PtyLtd	002946 858	NSW
Bergam PtyLimited	109 333208	NSW
Calvartan Pty. Limited	008 585 813	ACT
CenijadePty. Limited	085 854 495	NSW
Charmtex PtyLtd	000 067363	NSW
DSE HoldingsPtyLimited	001 456720	NSW
DickSmith(Wholesale)PtyLtd	000445 956	NSW
DickSmith ManagementPtyLtd	001585735	NSW
Dick Smith Electronics Franchising Pty Ltd	054 295 733	NSW
DickSmith ElectronicsPtyLimited	000 908716	NSW
DickSmith Electronics StaffSuperannuation FundPtyLimited	059 802 470	NSW
DSE(NZ)Limited	37602	NZ
DavidReidElectronics (1992)Limited	540200	NZ
Dick Smith Electronics Limited	1694773	UK
Intertan AustraliaPtyLtd	002511944	NSW
FabcotPtyLtd	002960 983	NSW
KiaoraLandsPtyLimited	108410402	NSW
GembondPty. Limited	094 773 663	NSW
GreenGrocer.com.auPtyLtd	079 889 044	NSW
Grocery Wholesalers Pty Ltd	000 013 758	NSW
HighlandsNo.1 NomineesPtyLtd	137904048	VIC
Hydrogen NomineesPtyLtd	137689224	NSW
Hydrox HoldingsPtyLtd	138 990 593	VIC
Hydrox NomineesPtyLtd	139262 123	VIC
Jack Butler & Staff Pty. Ltd.	009 957 171	QLD
JosonaPtyLtd	002955759	NSW
KiaoraLandsPtyLimited	108410402	NSW
LangtonsPtyLtd	133179 656	VIC
LeaseholdInvestmentsPtyLtd	009237932	WA
Mac’sLiquorStoresPtyLimited	009714550	QLD
Nalos Pty Ltd	002 946 821	NSW
Oxygen NomineesPtyLtd	135263473	VIC
PhilipLeong StoresPtyLimited	009718 941	QLD
ProgressiveEnterprisesHoldingsLimited	113 919 878	VIC
Drumstar PtyLtd	085415 032	WA
PEH (NZ IP) Pty Ltd	115 841 337	VIC
QueenslandPropertyInvestmentsPtyLtd	009 661027	QLD
ShellbeltPty. Limited	066 891307	NSW
Universal WholesalersPtyLimited	002 213185	NSW
VincentiaNomineesPtyLtd	137903 327	VIC
VotraintNo. 1622 PtyLimited	120 875 309	VIC
Woolies Liquor Stores Pty. Ltd.	007 939 531	SA
Woolstar InvestmentsLimited	495323	NZ
Woolstar Pty. Limited	008444513	ACT
Woolworths (International)PtyLimited	115 987972	VIC
Woolworths (HK) SalesLimited	1009711	HK
Woolworths (HK) Procurement Limited	989515	HK
WoolworthsWholesale (India)PrivateLimited	U51900MH2006PTC159768	IN
WoolworthsNew Zealand GroupLimited	1686297	NZ
BWS (2008)Limited	1867748	NZ
ProgressiveEnterprisesLimited	61262	NZ
Caledonian LeasingLimited	495309	NZ
Countdown Foodmarkets Limited	546006	NZ
FoodtownSupermarketsLimited	506065	NZ
Fresh ZoneLimited	623627	NZ
General DistributorsLimited	357961	NZ
SR BrandsLimited	627616	NZ
Supervalue/ Freshchoice Limited	500474	NZ
The Supplychain Limited	590807	NZ
Wholesale ServicesLimited	537627	NZ
WholesaleDistributorsLimited	550010	NZ
Woolworths (New Zealand)Limited	624323	NZ
Woolworths (ProjectFinance)Pty. Limited	095449782	NSW
Woolworths (Publishing)PtyLtd	009 671 149	QLD

Wlh Sbidii		Place of Incorporation
ooworts usares	ACN or Company No
Woolworths (Q’land)PtyLimited	000 034819	NSW
Woolworths (R&D)PtyLimited	066 891 245	NSW
Woolworths (South Australia)PtyLimited	007873118	SA
Woolworths (Victoria)PtyLimited	004 177 155	VIC
StatewideIndependentWholesalersLimited	009 519 546	TAS
Woolworths (W.A.) Pty Limited	008 668 148	WA
WoolworthsAustralianCommunitiesFoundation PtyLimited	002885 547	NSW
Woolworths Custodian PtyLtd	002940445	NSW
WoolworthsExecutive SuperannuationSchemePtyLimited	009 973 586	QLD
Woolworths Group SuperannuationSchemePtyLtd	010 009 382	QLD
Woolworths Insurance Pte Limited	198701430R	SING
WoolworthsManagementPtyLtd	116463 355	VIC
WoolworthsPropertiesPtyLimited	000 039252	NSW
DentraPty. Limited	088 641 709	ACT
Weetah Pty. Limited	009 643430	NT
QFD Pty. Limited	008 579 664	ACT
Woolworths Townsville Nominee Pty Ltd	113 597 434	VIC
WoolworthsTrustManagementPtyLimited	059 357 149	NSW
WoolworthsTrusteeNo. 2 PtyLimited	059 357327	NSW

Annexure B

This is the Annexure B referred to in the Form 603 (Notice of initial substantial holder) signed by me and dated 16 September 2009.

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Peter Horton Company Secretary, Woolworths Limited 16 September 2009

Each holder of a relevant interest shown in section 5 of the Form 603 acquired their relevant interest on the following dates:

Date of acquisition Class and number of securities

10 September 2009 18,100 ordinary shares 11 September 2009 35,272 ordinary shares 14 September 2009 205,665 ordinary shares 15 September 2009 65,479 ordinary shares