Slide 1: Acquisition of Foodland NZ and 22 Action Stores
25 May 2005 Roger Corbett Chief Executive Officer 1 Woolworths Limited
Slide 2: Agenda
ill iii TTTTET_T_T_TT_w_«—§« inne 1. Growth Opportunity for Woolworths 2. NZ Business Overview 3. Transaction Structure and Timetable 2 Woolworths Limited
Slide 3: Growth Opportunity for Woolworths
ULLAL i Growth Opportunity for Woolworths 3 Woolworths Limited
Slide 4: Woolworths has entered into an agreement with Foodland and Metcash
= Woolworths has entered into an agreement with Foodland and Metcash = Woolworths will acquire Foodland’s New Zealand business and 22 Action stores in WA, Queensland and New South Wales (including 3 development properties) for an enterprise value of approximately A$2.5 billion, following a demerger
Slide 5: Strategic rationale and growth opportunities
port | THN ULNA = Scale entry into NZ market in Woolworths’ core area of expertise = Favourable market dynamics and strong market share in NZ = Close proximity to Australia and similar cultures « Significant opportunities to grow sales, reduce costs, and grow earnings — Improve in-store execution st
Slide 6: Synergies, EPS, credit rating and ACCC
port | THN ULNA « We expect synergies in NZ to be greater than the NZ$25m assumed by Grant Samuel in their DCF valuation. These synergies exclude new categories such as general merchandise, liquor etc. « EPS positive " Woolworths’ objective is to maintain its A- credit rating. The equity component o
Slide 7: NZ Business Overview
NZ Business Overview 7 Woolworths Limited
Slide 8: Foodland New Zealand supermarket banners
ill Siva sO Mt ils LO dif « As at 31 March 2005, Foodland operated 150 « Foodland is the franchise co-ordinator for the Fresh supermarkets and 22 full convenience stores Choice and SuperValue supermarkets. = Foodland operates under three supermarket banners: - Fresh Choice operates 12 stores in the
Slide 9: Forecast earnings (FY05F)
Ih HA ih | Forecast earnings (FY05F) Year ending 31 July 2005 NZ$m A$m | Sales 4,214 3,951 EBITDA 257 241 EBITA 187 175 EBITA comprises: Progressive Supermarkets 175 164 Franchise & supply 12 11 Source: Foodland Target Statement dated 1 March 2005 Notes: 4. Based on an exchange rate of AUDNZD of app
Slide 10: New Zealand supermarket store networks
etl y MATT AT min TN ih AAA ane No. Outlets No. Gutlets {North istand) {South Island} Total Comments ~ Woolworths New 52 412 64 Premium retailer, targets market outside Auckland {average size igross) 1,500—- Zealand 2,000m’) ~ Foodtown 29 _ 29 Premium retailer in Auckland (average size (gross) 1,700
Slide 11: Transaction Overview
Transaction Overview Woolworths Limited
Slide 12: Transaction Overview
| ion Ov i i li) i) @ Demerger of Foodland into = Foodland New Zealand and 22 Action stores = Foodland Australian wholesale and remaining 65 Action stores @ Woolworths to acquire Foodland New Zealand and 22 Action stores following demerger ® Metcash to acquire remainder of Foodland @ A$2.5 billion e
Slide 13: Pre and post transaction structure
Pre transaction | itil Post transaction Woolworths Foodland New Zealand 22 Action stores Woolworths’ existing businesses \ Australian wholesale Demerger and acquisitions by New Zealand Woolworths and Action stores Metcash’s Foodland existing businesses Australian Remaining wholesale Action stores oo
Slide 14: Implementation timetable
= Formal implementation arrangements As soon as possible = Scheme documents to shareholders July = Scheme meetings August = Schemes effective Late August / early September Woolworths Limited