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Offering Memorandum Strictly Confidential

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Offering Memorandum Strictly Confidential Offering memorandum Strictly confidential (ABN 88 000 014 675) US$300,000,000 3.15% Notes due 2016 Issue price: 99.917% US$550,000,000 4.55% Notes due 2021 Issue price: 99.738% Interest payable April 12 and October 12 Woolworths Limited (ABN 88 000 014 675) (“Woolworths”) is offering US$300,000,000 aggregate principal amount of 3.15% Notes due 2016 (the “2016 Notes”) and US$550,000,000 aggregate principal amount of 4.55% Notes due 2021 (the “2021 Notes” and, together with the 2016 Notes, the “Notes”). The 2016 Notes will mature on April 12, 2016 and the 2021 Notes will mature on April 12, 2021. Woolworths will pay interest on each series of the Notes on April 12 and October 12 of each year, beginning on October 12, 2011. Woolworths may redeem some or all of the Notes at any time, subject to the payment of a make-whole premium described under the caption “Description of Notes—Optional redemption.” In addition, Woolworths may redeem the Notes in whole, but not in part, at any time if certain events occur involving Australian taxation as described under the caption “Description of Notes—Redemption of Notes under certain circumstances.” The Notes will be unsecured obligations of Woolworths and will rank equally with all of their other unsecured senior indebtedness. See “Risk factors” beginning on page 21 for a discussion of certain risks that you should consider in connection with an investment in the Notes. The Notes have not been registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any other place. Woolworths is offering the Notes only to qualified institutional buyers under Rule 144A under the Securities Act (“Rule 144A”) and non-U.S. persons outside the United States under Regulation S under the Securities Act (“Regulation S”). Prospective investors that are qualified institutional buyers are hereby notified that the sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on the transfer of the Notes, see “Notice to investors”. The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes. Woolworths expects that delivery of the Notes will be made to investors in book-entry form through the book-entry facilities of The Depository Trust Company, Clearstream or the Euroclear System on or about April 12, 2011. Joint Book-Running Managers BofA Merrill Lynch Citi J.P. Morgan April 5, 2011 You should rely only on the information contained in this offering memorandum. Woolworths has not authorized anyone to provide you with different information. Woolworths is not, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together, the “Initial Purchasers”) are not, making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this offering memorandum is accurate as of any date other than the date on the front of this offering memorandum. As used in this offering memorandum, unless the context indicates otherwise, “Woolworths” and the “company” refer to Woolworths Limited and its consolidated subsidiaries. Woolworths has at no time had any historical, legal, commercial or other relationship with former United States retailer F.W. Woolworth Company or other companies with similar names in the United States, the United Kingdom, South Africa, Germany or Mexico. Table of contents Page Page Notice to New Hampshire residents .... iv Business ............................ 72 Enforcement of civil liabilities ......... v Management ....................... 109 Available information ................ vi Principal shareholders ................ 118 Forward-looking statements .......... vii Related party transactions ............ 119 Currency of presentation and exchange rates ............................. ix Description of Notes ................. 120 Financial information presentation .... x Taxation ........................... 143 Summary ........................... 1 Plan of distribution .................. 151 Risk factors ......................... 21 Notice to investors ................... 155 Use of proceeds ..................... 32 Validity of the Notes ................. 159 Capitalization ....................... 33 Management’s discussion and analysis Independent accountants ............. 160 of financial condition and results of Index to consolidated financial operations ........................ 34 statements ....................... F-1 i This offering memorandum has been prepared by Woolworths solely for use in connection with the proposed offering of the Notes. This offering memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire securities. Distribution of this offering memorandum to any other person other than the prospective investor and any person retained to advise such prospective investor with respect to its purchase is unauthorized, and any disclosure of any of its contents, without Woolworths’ prior written consent, is prohibited. Each prospective investor, by accepting delivery of this offering memorandum, agrees to the foregoing and to make no photocopies of this offering memorandum or any documents referred to in this offering memorandum. Notwithstanding anything in this offering memorandum to the contrary, each prospective investor (and each employee, representative or other agent of the prospective investor) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of any offering and all materials of any kind (including opinions or other tax analyses) that are provided to the prospective investor relating to such U.S. tax treatment and U.S. tax structure, other than any information for which non-disclosure is reasonably necessary in order to comply with applicable securities laws. The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers as to the past or future. Woolworths has furnished the information contained in this offering memorandum. The Initial Purchasers assume no responsibility for the accuracy or completeness of such information. Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other regulatory authority, has approved or disapproved the securities nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offense. The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and the applicable state securities laws pursuant to registration or exemption therefrom. As a prospective purchaser, you should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. Please refer to the sections in this offering memorandum entitled “Plan of distribution” and “Notice to investors.” The distribution of this offering memorandum and the offering and sale of the Notes in certain jurisdictions may be restricted by law. Woolworths and the Initial Purchasers require persons into whose possession this offering memorandum comes to inform themselves about and to observe any such restrictions. This offering memorandum does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which such offer or invitation would be unlawful. For a description of the restrictions on offers, sales and resales of the Notes and distribution of this offering memorandum, see “Notice to investors”. Neither Woolworths nor the Initial Purchasers are making any representation to any offeree or purchaser under any applicable law. In making an investment decision, prospective investors must rely on their own examination of the company and the terms of the offering, including the merits and risks involved. Prospective investors should not construe anything in this offering memorandum as legal, business or tax ii advice nor a recommendation or a statement of opinion, or a report of either of those things, that a prospective investor make a decision in relation to the Notes nor as otherwise constituting “financial product advice” within the meaning of Section 766B of the Corporations Act 2001 of Australia (“Corporations Act”). Each prospective investor should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the securities under applicable legal investment or similar laws or regulations. Woolworths reserves the right to withdraw this offering at any time. Woolworths and the Initial Purchasers also reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or no reason and to allot to any prospective purchaser less than the full amount of the Notes sought by it. The Initial Purchasers and certain of their respective related entities may acquire, for their own accounts, a portion of the Notes. In this offering memorandum, Woolworths relies on
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