Share Purchase Plan. Information for Employees

Transcription

1 Share Purchase Plan Information for Employees

2 Woolworths Limited is pleased to again offer the Share Purchase Plan (SPP) The SPP makes it easier for Group employees to become Woolworths Limited shareholders and to share in the performance of our Company. Eligible employees should read this booklet, the Invitation letter and Application form they receive entirely before deciding to accept the Invitation. Any information given by or on behalf of Woolworths Limited in relation to the Invitation, including an Invitation letter or this booklet is general information only and does not take into account your objectives, financial situation or needs. You should consider obtaining your own financial product advice from an independent person who is licensed by ASIC to give such advice. Information in this booklet is correct as at the date on the back cover. Defined terms and abbreviations included in the text of this booklet are explained in the Glossary at the back of this booklet.

3 Contents Page Number Key Concepts 4 How the Share Purchase Plan Works 5 Factors Affecting the Share Price 14 Risks 15 Taxation 16 Timeline 18 How Do I Accept the Invitation? 19 Additional Information 20 Worked Example 22 Glossary 23 Share Purchase Plan Contact details 24 3

4 Key Concepts Below are the key concepts that make up the Share Purchase Plan: You are eligible to participate in the SPP if you were a permanent full-time or part-time employee of the Woolworths Group, are an Australian tax resident and are aged 18 years or over on 2 March The maximum number of Shares you may acquire in a financial year is equal to $1,000. This applies to all Eligible employees. The Plan is a tax effective way to purchase Woolworths shares as participants are able to meet the cost of acquiring Shares via salary sacrifice, using pre-tax income rather than after-tax income. No Australian brokerage costs will be payable by the Eligible employee in respect of the application for, and allocation of, Shares purchased through the SPP. Shares will be purchased and allocated by Woolworths Limited through its Employee Share Registry. Participation in the SPP is entirely at your discretion. The Invitation under the SPP is non-renounceable. This means you can not transfer your right to purchase Shares under the Invitation to anyone else. All Shares acquired under the SPP for a particular financial year will be transferred to you on the third anniversary of the final quarter purchase i.e. on or before 30 June and will rank equally with existing fully-paid ordinary Shares.(See page 10) Please ensure you read the factors affecting the Share Price on page 14, the Risks section on page 15 and the Taxation section starting on page 16. 4

5 How the Share Purchase Plan Works What is it? The SPP allows participating Woolworths Group employees to acquire Woolworths Limited Shares using pre-tax income rather than after-tax income. By income, we mean your salary, your wage or payments under the Short Term Incentive Plan (STIP) that you may receive as an employee of the Woolworths Group. Participation in the SPP is entirely voluntary it is your choice whether you participate. You can choose to acquire Shares by agreeing to forego a total of either $500 or $1,000 of your pre-tax income over the relevant financial year. Please read the Taxation section starting on page 16 carefully. Woolworths Limited will pay any brokerage costs associated with the acquisition of Shares through the SPP. All Dividends received on the Shares will be paid to you, and will be directly credited into the account to which you are paid by the Woolworths Group. Three Year Restriction Under the SPP, a three-year restriction period applies to the SPP shares acquired. Shares will be transferred to you on the third anniversary of the final quarter purchase i.e. on or before 30 June. Why is there a three-year restriction period? In order for the Shares purchased under the SPP to qualify for tax exemption, there must be a restriction period in place. Tax legislation specifies that the minimum restriction period is three years from the Allocation date. Who is eligible? Permanent full-time and part-time employees of the Woolworths Group who were Australian tax residents and are 18 years or older on 2 March 2015 are eligible. For Woolworths employees, SPP Application forms and Rollover forms may be completed and submitted online through the AllYours website by accessing the Share Purchase Plan tab on the homepage. ALH, The Wine Quarter and Home Timber and Hardware paid eligible employees have been posted an Application form to their registered address on payroll. There are no minimum service requirements the cut-off date was set to allow time to prepare and distribute Invitations for the opening of the Invitation period. There are some groups of employees who are not eligible for the SPP: - Casual employees; - Employees who are not Australian tax residents; and - Employees under the age of 18 years on 2 March

6 How the Share Purchase Plan Works, continued Will my participation automatically roll-over from last year and in future years? Salaried/EBA employees who participated in last year s SPP will automatically roll-over their participation to the current financial year unless you advise us otherwise. This automatic roll-over will continue to apply from year to year as the SPP is offered. STIP eligible employees will continue to complete an Application Form annually. Can I buy more than $1000 of SPP Shares in this financial year? No, the tax concession is only available up to a maximum of $1000 of SPP Shares therefore the SPP is set up to a maximum of $1000 for any financial year. You may however purchase shares from your after-tax income through a Stockbroker provided the Company is not in a Blackout Period. (A Summary of Blackout Periods is available at Who We Are, Corporate Governance.) Please refer to the factors affecting the share price and risks associated with share ownership on pages 14 and 15. For Award/EBA employees or salaried employees Your gross wage or salary each Pay period will be reduced and Shares will be purchased on a quarterly basis in September, December, March and June during the financial year. Below is an example of how this may affect someone with an annual income of $45,000. With SPP Without SPP Gross $45,000 $45,000 Less: SPP deduction (Pre Tax) $1,000 NIL Gross after SPP deduction $44,000 $45,000 Less: Tax $6,507 $6,847 Less: Post Tax Share purchase * NIL $1,000 Net $37,493 $37,153 In this example, by participating in the SPP there is an annual tax saving of $340 compared to acquiring the same parcel of shares outside of the SPP, which means the net cost to acquire $1,000 of Shares was $660. Woolworths employees can check the amount deducted each Pay period on your payslip. * For the purpose of comparison, this example assumes that the employee not participating in the SPP purchases $1,000 worth of Shares using post-tax remuneration. 6

7 How the Share Purchase Plan Works, continued How much will it cost per Pay period? Frequency of Pay period Pre-tax Contribution Amount Chosen $500 $1,000 Weekly $10.42 $20.84 Fortnightly $20.84 $41.67 Monthly $45.46 $90.91 NOTE: Weekly and Fortnightly deductions are calculated over a 48-week Pay period. Monthly deductions are calculated over an 11 month Pay period for some ALH employees. What if I take leave without pay? If you commence any form of leave without pay (unless you are a STIP eligible employee), no further salary sacrifice deductions can occur and therefore you will be unable to acquire further Shares under the SPP while you are on leave without pay. You will retain any Shares that may have already been allocated to you, or if a salary sacrifice deduction has been made but Shares have not yet been allocated, this allocation will proceed as per the process outlined in the How the Share Purchase Plan Works section starting on page 5. Once you resume employment, your salary sacrifice deductions will recommence. 7

8 How the Share Purchase Plan Works, continued For STIP Eligible employees Your gross STIP paid in September will be reduced and the allocation of Shares will occur in September. Below is an example of how this may affect STIP payments for an annual income of $65,000 with a $1,000 sacrifice and assuming STIP is achieved at 15%. With SPP Without SPP STIP at 15% $9,750 $9,750 Less: SPP deduction (Pre Tax) $1,000 NIL Gross after SPP deduction $8,750 $9,750 Less: Tax $2,975 $3,315 Less: Post Tax Share purchase * NIL $1,000 Net $5,775 $5,435 In this example, by participating in the SPP there is an annual tax saving of $340 compared to acquiring the same parcel of shares outside of the SPP, which means the net cost to acquire $1,000 of Shares was $660. * For the purpose of comparison, this example assumes that the employee not participating in the SPP purchases $1,000 worth of Shares using post-tax remuneration. What if I will not be eligible for a STIP payment or it is not enough to cover my $500 or $1,000 SPP selection? If you believe that you will not be eligible to receive a STIP payment in Sept. 2015, or that your STIP payment may not be sufficient to cover the amount of salary sacrifice which you have elected, you will not be able to participate in the Plan by STIP deductions. As an alternative arrangement, you may choose to have the deduction taken from your salary/wage instead from STIP. If you would prefer this alternative, you must complete Option 2 on the application form. This arrangement may only be established during the Invitation period to enable salary/wage deductions to be set-up from 1 July

9 How the Share Purchase Plan Works, continued When will Invitations and allocations be made? Application forms for eligible Woolworths employees will be available online through the AllYours website by accessing the quicklink to payslips. ALH, The Wine Quarter and Home Timber and Hardware paid eligible employees will be posted an Application form to the address registered on payroll. The Offer opens on 31 March 2015 and closes at 5pm on 15 May If you choose to accept the Invitation, Shares will be allocated to you by the Company in the financial year as follows: For Award/EBA employees and salaried employees, Shares will be allocated on a quarterly basis in September, December, March and June in the relevant financial year. For STIP Eligible employees, Shares will be allocated in September of the relevant financial year. The allocation of Shares will be conducted by the Company through its Employee Share Registry and the Company will meet any brokerage costs associated with the purchase of Shares. The acquired Shares will be held through the Trustee, (explained further on page 11) a wholly-owned subsidiary of Woolworths Limited, on your behalf until the restrictions on the disposal of the Shares expire (unless the Woolworths Limited Board determines otherwise). Can I join the SPP at any time throughout the financial year? No. You can apply to join the Plan during the Invitation period only. Following the Invitation closing date, no further applications will be accepted. Do I have to complete another Application form for this year s offer if I participated in last year s offer? Those employees that are STIP (i.e. bonus) eligible must apply each year and complete their 2015 personalised Application form. Applicants who have participated last year, and are not in a STIP eligible role, will Rollover their participation unless they complete the form to advise us of changes or to withdraw. How can I keep track of how many Shares I have? If you participated in the SPP in past financial years, all new SPP Shares which are purchased in the current financial year will be held on the same Securityholder Reference Number (SRN). NOTE: for new participants, your first purchase statement will include your SRN. 9

10 How the Share Purchase Plan Works, continued Your SRN is important and should be kept safe and private. You will need to quote your SRN when dealing with the Employee Share Registry, to access your shareholding via the internet and for future share trading. Once your first allocation of Shares has been made for the current financial year, we will post your statement along with information to you explaining how to obtain access to your shareholding via the internet. All future statements will be made available online only. Do I receive Dividends during the three-year restriction period? Shares which are allocated to you are the same as Ordinary Shares but are held as restricted employee Shares until the three-year restriction period lapses. During the three-year restriction period, you will receive your Dividend information from the Employee Share Registry. During the restriction period Dividend Re-investment is not available. How will the Dividends be paid? Dividends will be paid automatically into the same bank account which you have nominated for your wages or salary to be paid into. Dividends are normally paid twice per year - in April and October. Am I entitled to vote at Woolworths Limited shareholder meetings? During the three-year restriction period, you will be able to direct the Trustee how to vote the SPP Shares held by the Trustee on your behalf. Once your Shares purchased under the SPP have passed their three-year restriction period, and have been transferred to you as fully-paid ordinary Shares, you are able to vote as a regular Woolworths Limited shareholder. Restrictions Under the SPP, a three-year restriction period applies to the SPP Shares you acquire. This means that while you remain employed by the Woolworths Group you cannot dispose of, deal in, or grant a security interest over, any interest in an SPP Share until the third anniversary following the date on which you acquire the final quarter purchase of shares - i.e. on or before 30 June. This three-year restriction only applies while you remain employed by the Woolworths Group. If you accept the Invitation to participate in the SPP, you agree to be bound by this restriction. 10

11 How the Share Purchase Plan Works, continued Trust Arrangements The Trustee, a wholly-owned subsidiary of Woolworths Limited, will hold your SPP Shares on your behalf until the restrictions on the disposal of the Shares expire (unless the Woolworths Limited Board determines otherwise). Under the trust arrangements, you will possess substantially the same rights in respect of the Shares held by the Trustee on your behalf as if you held those Shares in your name. For example: You will receive any Dividends which are paid on the Shares held by the Trustee on your behalf, You will receive notice of meetings of Woolworths Limited shareholders and be able to direct the Trustee how to vote the Shares. The trust arrangements will also enable you to indirectly participate in any rights issues and bonus issues applicable to Shares held by the Trustee on your behalf. If a takeover offer is made for the Company, or a scheme of arrangement is announced, the Board may make determinations regarding your participation in the takeover offer or scheme of arrangement (including that you may instruct the Trustee to accept the takeover offer on your behalf). When the three year restriction period ends your Shares will be transferred to you by the Trustee on the third anniversary of the final quarter purchase - i.e. 30 June in that financial year. What is the price of Shares allocated under the SPP? The Shares allocated under the SPP may be purchased on-market on the ASX by Woolworths Limited or issued directly by Woolworths Limited. If Shares are purchased on-market by Woolworths Limited, the Allocation price for Shares under the SPP will be the current market price of Woolworths Limited ordinary Shares traded on the ASX at the time of purchase. If Shares are issued directly by Woolworths Limited, the Allocation price for Shares under the SPP will be the (five-day) Volume Weighted Average Price of Woolworths Limited s ordinary Shares as traded on the ASX up to (but excluding) the Allocation date. This is a trading benchmark commonly used in share plans. It is calculated by dividing the total value of Shares traded by the total number of Shares traded for every transaction during a five-day trading period to calculate an average price for Shares. 11

12 How the Share Purchase Plan Works, continued How Many Shares Will I Acquire? The number of Woolworths Limited Shares to be allocated to the Trustee on your behalf will be the amount you have elected to sacrifice ($500 or $1,000) divided by the Allocation price, rounded down to the nearest whole Share. Any residual balance remaining will be carried forward and applied to the next purchase of Shares within the financial year. If there is a residual balance remaining after the final allocation of Shares for the financial year, this will be paid to you at that time. Two detailed examples of the number of Shares purchased under the SPP for a salary sacrifice of $1,000 are available on page 22 (for Award/EBA employees or salaried employees and for STIP eligible employees). Please note that these are examples only and the actual Share price at time of purchase will affect the outcome. What if I change my mind? SPP participation extends over the full tax year. You may withdraw from the Plan by giving 10 business days notice to the Employee Share Registry in writing to shareregistry@woolworths.com.au. On receipt of this advice your deductions will cease and any monies sacrificed for the current quarter (less any applicable tax) will be paid to you by Payroll in an upcoming pay cycle. Shares already purchased will remain under restriction as per the Plan rules. See back cover for contact details. What is Insider Trading and what are my Responsibilities? Being a Company shareholder brings a responsibility to comply with the laws governing employees who own Shares. These laws do not allow anyone with inside information to: Trade in (buy or sell) Woolworths Limited Shares or influence another person to trade in Woolworths Limited Shares; or Communicate the inside information to another person who is likely to trade in Woolworths Limited Shares. 12

13 How the Share Purchase Plan Works, continued Inside information can be anything an employee sees or hears about the Company which is not known by the general public and relates to the Company s performance, business goals or decisions that may affect the Woolworths Limited Share price. It can include things like: - Company financial results which have not been publicly released; Any proposal to buy a new business or sell parts of the Woolworths Group s existing businesses; or Significant disputes, gains or loss of a major contract or major management changes. All employees are responsible for ensuring they comply with the Woolworths Limited Securities Dealing Policy. The Policy covers issues that you need to be aware of if you want to buy or sell Woolworths securities (including Shares, options and performance rights), including insider trading laws and blackout periods. The Policy is available on the Woolworths Limited website ( divisional intranet sites or from the Employee Share Registry which can be contacted by at: shareregistry@woolworths.com.au or by phone: on (02) , (02) or (02) What happens if I leave the Woolworths Group before the full 12-month salary sacrifice period is up, or before the three-year restriction period is up? Shares previously acquired under the SPP will be transferred into your name. The Employee Share Registry will receive notification of your termination from the Pay Office and will write to you confirming the number of SPP Shares which have been transferred into your name as ordinary fully paid Shares. Following the end of the month in which your Shares were transferred, you will receive a Holding Statement from our external registrar, Computershare. This statement is your record of ownership of the Shares. How do I arrange for the Shares I acquire under the SPP to be sold? Once the three-year restriction period has passed (or when you cease to be employed with the Woolworths Group) and your Shares have been transferred to you as ordinary fully paid Shares, you can arrange to sell them on the ASX through a stockbroker. Refer to the factors affecting share price and risks associated with share ownership on pages 14 and

14 Factors Affecting the Share Price Many factors will affect the price of Shares. At any point in time these factors may include: Company Factors The profit outlook for Woolworths Limited. The profitability of Woolworths Limited. The Dividend policy of Woolworths Limited. The level of franking of Woolworths Limited Dividends. The credit ratings and strength of the balance sheet of Woolworths Limited. The success of marketing and other strategies adopted by Woolworths Group Companies, relative to its competitors strategies. External Factors Movements in the general level of share prices on local and international share markets. Developments in retail and other industries generally. The economic outlook in Australia and internationally. Changes in government fiscal, monetary and regulatory policies. Turnover and volatility of financial markets in Australia and overseas. Changes in interest rates, inflation rates, exchange rates and commodity prices. Acts of terrorism, the occurrence of hostilities or natural disasters. Things to consider Your objectives, financial situation and needs, both short and long term. Expectations about what investment returns are achievable and sustainable over time. 14

15 Risks Every investment involves an element of risk and employees should be aware that there are risks associated with share ownership. Shares should be considered a long-term investment. Things to be mindful of: Woolworths Limited is a limited liability company which means that people holding Shares are not required to contribute any more capital for their Shares once those Shares have been fully paid for, even in the event of losses by the Company. However, it is possible that if there are losses, or profits fall, holders of Shares may not receive Dividends or Dividends may be reduced and the value of their Shares may fall. The price of Shares as quoted on the ASX is volatile and moves up and down with market sentiment as well as factors which are specific to the Company. The price at which the Shares trade on the ASX may be higher or lower than historical prices. If investors decide to sell their Shares, the amount which may be received on the sale may be higher or lower than their present market price. The Company s latest annual report contains details of the Woolworths Group s performance and the factors which have impacted upon this performance during the period to which the report relates. These documents may be viewed on the Woolworths Limited website at You should be aware that past performance is not indicative of future performance. No warranty or guarantee of the performance of the Company or the repayment of capital or any return on investment is made pursuant to this booklet. Woolworths Limited is also required to notify the ASX of information about specified events and matters as they arise for the purposes of the ASX making that information available to the stock market conducted by the ASX. The most recent annual report and ASX announcements should be referred to for details of these matters. 15

16 Taxation 16 The SPP can provide a tax effective way to purchase shares in Woolworths. The following brief summary is a general guide to the Australian income tax consequences of participating in the SPP. It assumes that you are, and continue to be, a resident of Australia for income tax purposes. Acquisition of Shares Participation in the SPP will not be tax effective where your adjusted taxable income is more than $180,000. Your adjusted taxable income is the sum of the following: Your taxable income (this includes investment gains but not investment losses such as negatively geared property losses) Your reportable fringe benefits (as recorded on your Payment Summary) Your reportable superannuation contributions (this includes salary sacrificed superannuation payments) For example, if Mary has taxable income of $70,000 (consisting of $80,000 salary and wages and $10,000 investment losses), reportable fringe benefits of $5,000 and reportable superannuation contributions of $8,000, her income for SPP purposes will be $93,000 calculated as follows: Salary or wages $80,000 Reportable fringe benefits $ 5,000 Reportable superannuation contributions $ 8,000 Total: $93,000 Please note that if your adjusted taxable income is above $180,000 you are not precluded from participating in the SPP. However, you will need to include the value of the shares that you acquire in your taxable income. As such, the comments below regarding tax savings will not apply to you. By using your pre-tax income to acquire the Woolworths Limited Shares, the cost of acquiring those Shares will be less than if you had not participated in the SPP and instead purchased the Shares yourself using after-tax income. The table following shows the savings applicable for the financial year ending 30 June 2015 at varying earnings levels, if purchasing $1,000 worth of Shares through the SPP as compared with not using the SPP to purchase the same Shares.

17 Taxation, continued After-tax Cost Taxable Income Via SPP Non SPP Saving $18,200 - $37,000 $790 $1,000 $210 $37,001 - $80,000 $655 $1,000 $345 $80,001 - $180,000 $610 $1,000 $390 > $180,000 $1000 $1,000 Nil Notes: This table is current as at 31 January Tax scales and rates may be changed by the Federal Government at any time. This benefit will not be advantageous for employees who anticipate a total taxable gross income of less than $18,200 per annum or an adjusted taxable income of over $180,000 per annum. An example on page 6 shows the pre-tax deduction required to participate in the SPP for an annual income of $45,000. An example on page 8 shows the STIP deduction required to participate in the SPP for an annual income of $65,000 with STIP payments of 15%. Sale of Shares If you choose to sell the Shares after the three-year restriction period (or when you cease employment with the Woolworths Group) any gain made on the Shares will be subject to capital gains tax (CGT). The amount of the gain subject to CGT will be reduced by 50% where you have held the Shares for at least 12 months since the first allocation date. IMPORTANT It is important that you print and retain all SPP statements showing allocation prices and dates, as these will be required when completing your tax return. We will post a paper copy SPP statement for your first purchase of SPP shares which will provide your Securityholder Reference Number (SRN). Thereafter all statements will be available online through Invest In Us, Shareholder Centre, Employee, Employee Shareholding. 17

18 Timeline 31 March May pm Eligible group employees invited to apply for Shares under the SPP Invitation closes. Application Forms must be completed and submitted to Employee Share Registry Key dates of the Invitation: Key Dates Action 31 March 2015 Invitation Opens. Invitation documents available to all eligible group employees. Note: Eligible group employees will also be required to confirm that they have read and understood the Summary of the SPP Rules. 15 May 2015 Invitation Closes. Application forms for Woolworths employees must be completed and submitted online through the AllYours website. ALH, The Wine Quarter and Home Timber and Hardware paid employees using paper copy forms may utilise the Reply Paid envelope included in their pack. Should you wish to withdraw or amend your participation from last financial year, you must submit a completed Rollover form. September Share Allocation. December, March, June For Award/EBA employees and salaried employees Shares will be allocated each quarter in September, December, March, June. For salaried STIP Eligible employees Shares will be allocated in September. From late Payroll deduction will occur during this period. July 2015 to early June

19 How Do I Accept the Invitation Step-by-step, how to accept the Invitation: Step Action 1 Eligible Woolworths employees may access their personalised Application form online through the AllYours website. ALH, The Wine Quarter and Home Timber and Hardware paid eligible employees will be posted Application forms to the address that is registered on their payroll system in late March. Current Salaried and EBA employees who participated in the SPP will rollover their participation to the financial year unless you advise us otherwise by submitting changes on your Rollover form. All STIP eligible employees must re-apply each year. 2 You must read the Summary Information carefully. If you have any questions or doubts about whether you should participate, please contact your financial advisor or tax agent. Your HR representative or the Woolworths Limited Employee Share Registry (contactable by at: shareregistry@woolworths.com.au or by phone: (02) , (02) or (02) ) will be able to answer any general queries you may have regarding the SPP process but cannot give you advice regarding whether you should participate. 3 Complete and submit the Application form acknowledging that you have read and understood the SPP Summary Information. By submitting the online Application form or signing the paper copy Application form for the SPP, Salaried and EBA participants will automatically rollover their participation each financial year that the SPP is offered unless you advise us otherwise. STIP eligible participants will continue to complete an Application form annually. 4 Online applicants must submit their completed Application form by Offer close date. Paper copy forms must be posted in the Reply Paid envelope provided. If you misplace the Reply Paid envelope, please post your completed Application form to: Woolworths Limited Employee Share Registry Reply Paid 8010 Baulkham Hills NSW 2153 Note: No postage stamp is required. 5 Online Application forms will be deemed to have been accepted by the Company upon submitting. Once your paper copy Application form has been received by Share Registry, you will receive confirmation. 19

20 Additional Information Plan Rules and Trust Deed To obtain a full copy of the SPP rules and the Trust Deed, please visit the Woolworths Limited website at Click on Invest In Us, Shareholder Centre, Employees, Employee Share Plan Information and follow the prompts. Alternatively, you may contact your HR representative or the Employee Share Registry to obtain a full copy at no charge and within a reasonable time of the request. Class Order This Information Booklet is issued in accordance with ASIC Class Order 14/1000 which provides conditional relief from disclosure and licensing provisions of the Corporations Act 2001 for certain offers made to full-time or part-time employees under an employee incentive scheme by a body listed on the ASX. The Class Order also provides conditional relief from the advertising and hawking provisions for some employee incentive schemes. Share Price During the Invitation period, the Company will make available to you if you require it (by contacting the Employee Share Registry): - the current market price of Woolworths Limited Shares; and - the (5-day) Volume Weighted Average Price of Woolworths Limited Shares as traded on the ASX. The Employee Share Registry can be contacted by ing shareregistry@woolworths.com.au or by phoning on (02) , (02) or (02) during the Invitation period. Alternatively, the trading price of Woolworths Limited Shares is shown in the financial section of daily newspapers under the ASX code: WOW. It can also be seen on the ASX website at and is available both on the Woolworths Limited website and intranet as well as the employee website As at close of business on 2 March 2015 details about the Share price for Woolworths Limited are as follows: Highest price: $30.45 Lowest price: $29.18 Closing price: $ Financial Advice It is not intended that the material in this Information Booklet or the Invitation be interpreted as financial advice. However, should it be construed as financial advice, it is general advice only and it does not take into account your objectives, financial situation or needs. You should consider obtaining your own financial product advice from an independent person who is licensed by ASIC to give such advice before deciding whether to accept the Invitation.

21 Do I have to complete a new Application Form each year? For your convenience, if you participated in last year s SPP, salaried/eba employees will automatically roll-over their participation to ongoing financial years in which the SPP is offered unless you advise us otherwise by submitting changes to or withdrawing your participation through your Rollover form. STIP eligible employees will need to complete an Application Form each financial year. How will I know if my Application form has been received and accepted? Woolworths employees are able to complete and submit their Application form online through AllYours. By clicking Submit, your application will be deemed to be accepted and a confirming will be sent. For ALH, The Wine Quarter and Home Timber and Hardware paid employees, if you have returned your Application form or amendments and have provided a mobile phone number, you will receive an SMS confirmation of receipt along with your elected category, within 14 days. For those Application forms with no mobile phone number, you will receive confirmation by letter within 14 days. Supplying your mobile number speeds up our ability to confirm your annual participation. Please note however that we are limited to the main carriers for SMS delivery, namely Telstra, Virgin Mobile, Woolworths mobile, Vodafone, Vodafone Hutchison (Hutchison 3G) and YES Optus (Singtel). DON T MISS OUT! If you have posted your Application Form and not received confirmation within 14 days, your form may not have reached the Employee Share Registry. Please call (see back cover of booklet for contact details) and we will arrange for a replacement Application form to be posted to you. When will the three year restriction period cease? For STIP eligible employees, the restriction is removed on the third anniversary of the allocation of your shares. For Salaried employees, the restriction is removed on all shares purchased for that financial year on or before 30 June. For example, for the financial year you may have 8 shares purchased in September 2015, 9 shares in December 2015, 7 shares in March 2016 and 8 shares in June The total of 32 shares would then be transferred to you on or before 30 June

22 Worked Example For Award/EBA employees or salaried employees who are not STIP eligible Shares purchased in a financial year SALARY SACRIFICE $1,000 September Amount available for 1 st quarterly purchase: $ Price of Share on date of purchase: $32.19 per share Illustrative only Number of shares purchased for quarter: $250 divided by $32.19 = 7 shares Residual balance remaining: $24.67 SPP shareholding to date for 2015/2016: 7 Shares December Amount available for 2 nd quarterly purchase: $ ($250 + $24.67) Price of Share on date of purchase: $31.70 per share Illustrative only Number of shares purchased for quarter: $ divided by $31.70 = 8 shares Residual balance remaining: $21.07 SPP shareholding to date for 2015/2016: 15 Shares (i.e. 7 shares for 1 st quarter + 8 shares for 2 nd quarter). March Amount available for 3rd quarterly purchase: $ ($250 + $21.07) Price of Share on date of purchase: $30.98 per share Illustrative only Number of shares purchased for quarter: $ divided by $30.98 = 8 shares Residual balance remaining: $23.23 SPP shareholding to date for 2015/2016: 23 Shares (i.e. 7 shares for 1 st quarter + 8 shares for 2 nd quarter + 8 shares for 3 rd quarter). June Amount available for 4th quarterly purchase: $ ($250 + $23.23) Price of Share on date of purchase: $32.80 per share Illustrative only Number of shares purchased for quarter: $ divided by $32.80 = 8 Shares Residual balance remaining: $10.83 SPP shareholding to date for 2015/2016: 31 Shares (i.e. 7 shares for 1 st quarter + 8 shares for 2 nd quarter + 8 shares for 3 rd quarter + 8 shares for 4 th quarter). Residual balance returned to employee as part of salary following end of the financial year. Example For STIP Eligible employees Shares purchased in a financial year SALARY SACRIFICE: $1,000 September only Amount available for STIP purchase: $1,000 Price of Shares on date of purchase: $31.60 per share Illustrative only Number of shares purchased for quarter: $1,000 divided by $31.60 = 31 shares Residual balance remaining: $20.40 Total Purchase for financial year: 31 Shares Residual balance returned to employee as part of salary as soon as possible following purchase. 22

23 Glossary Allocation date Allocation price Application form ASIC ASX Board The date on which your Shares are allocated under the SPP The price per Share at which Shares will be allocated under the SPP The pre-printed Application form in respect to the Invitation accompanying this Information Booklet Australian Securities and Investments Commission ASX Limited (operating under the name Australian Securities Exchange) All or some of the Directors of the Company acting as a board, including a committee of the board and a delegate of the board Company Woolworths Limited (ABN ) Dividend EBA Eligible employee Employee Share Registry Franked dividend Invitation Invitation letter Distribution of part of a company s net profit to shareholders. Usually expressed as a number of cents per share Enterprise Bargaining Agreement A person who is determined by the Company to be qualified to participate in the SPP Woolworths Limited department that manages employee Share plans The dividend paid by a company out of profits on which the company has already paid tax. The shareholder is entitled to a reduction in the amount of income tax that must be paid on the Dividend received. The Invitation to an Eligible Group employee to apply for Shares pursuant to the Invitation letter, the Application form and the rules of the SPP The letter inviting the Eligible Group employee to apply for Shares under the SPP Invitation period From 31 March 2015 to 15 May Pay period Rollover Form Share SPP or Plan SRN STIP Weekly or fortnightly; monthly for some ALH employees The pre-printed Rollover form accompanying this Information Booklet A fully-paid ordinary share in the capital of Woolworths Limited The Woolworths Limited Share Purchase Plan Securityholder Reference Number Short Term Incentive Plan Trustee Woolworths Custodian Pty Ltd (ABN ) (5-day) Volume Weighted Average Price A trading benchmark commonly used in share plans. It is calculated by dividing the total value of shares traded by the total number of shares traded for every transaction during a five-day period to calculate an average price for Shares Woolworths Limited Woolworths Limited (ABN ) Woolworths Group Woolworths Limited and each of its subsidiaries 23

24 SPP CONTACT DETAILS Employee Share Registry or phone: (02) , (02) or (02) Go Online Further information can be found on our website at: Share Purchase Plan Booklet Click on Invest In Us, Shareholder Centre, Employees, Employee Share Plan Information and follow the prompts Securities Dealing Policy Click on Who We are, Governance, Securities Dealing Policy Share Purchase Plan Booklet may also be found on (Woolworths employees) (ALH employees) The Wine Quarter Staff Portal (The Wine Quarter employees) INVITATION CLOSES 15 May 2015, 5.00pm As with any financial decision, before you decide to participate in the Share Purchase Plan you need to consider your personal circumstances. You are encouraged to seek independent financial advice before deciding to take up this Invitation March 2015