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27 November 2014
The Manager Companies
Australian Securities Exchange Limited
Company Announcements Office Level 4 20 Bridge Street SYDNEY NSW 2000
Dear Sir/Madam

RE: Woolworths Limited - 2014 Annual General Meeting Listing Rule 3.13.2 and Sections 251AA(1) and (2) of the Corporations Act

For the purpose of Listing Rule 3.13.2 and Sections 251AA(1) and (2) of the Corporations
Act, I advise that:

At the Annual General Meeting of Shareholders held today, Resolutions 2(a), 2(b), 2(d), 3 and 4 were passed on a poll with the requisite majority of votes. Resolution 2(c) was defeated. These results reflect the recommendations of the directors as set out in the Notice of Meeting.

The table attached shows each of the Ordinary Resolutions as set out in the Notice of Meeting, the total number of proxy votes exercisable by all proxies validly appointed, and the total number of votes cast on the poll in favour of the resolution, against the resolution, open and abstaining on the resolution.

For and on behalf of WOOLWORTHS LIMITED RICHARD DAMMERY Chief Legal Officer and Company Secretary


WOOLWORTHS LIMITED 2014 Annual General Meeting Thursday, 27 November 2014 Voting Results

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth).

Resolution details

Instructions given to validly appointed proxies

(as at proxy close)

Number of votes cast on the poll

(where applicable)

Resolution

Result

Resolution

Resolution

Type

For

Against

Proxy's

Discretion

Abstain

For

Against

Abstain*

Carried /

Not Carried

2(a) To re-elect as a Director Board

endorsed candidate, Ms Jillian

Rosemary Broadbent

Ordinary

547,134,920

96.05%

4,372,580

0.77%

18,111,499

3.18%

2,087,910

566,057,467

99.23%

4,390,897

0.77%

2,088,410

Carried

2(b) To elect as a Director Board

endorsed candidate, Mr Scott Redvers

Perkins

Ordinary

543,638,391

95.50%

4,583,965

0.80%

21,061,819

3.70%

2,391,836

565,500,425

99.19%

4,615,470

0.81%

2,401,725

Carried

2(c) To elect as a Director Board not-

endorsed candidate, Mr Stephen

Mayne

Ordinary

22,961,789

4.03%

528,057,791

92.89%

17,510,159

3.08%

3,129,677

23,065,772

4.05%

546,280,769

95.95%

3,166,186

Not Carried

2(d) To re-elect as a Director Board

endorsed candidate, Mr Ralph Graham

Waters

Ordinary

544,179,124

95.57%

6,903,966

1.22%

18,287,236

3.21%

2,320,057

563,285,318

98.79%

6,918,470

1.21%

2,339,742

Carried

3 Long Term Incentive Plan issue to

Managing Director and Chief Executive

Officer

Ordinary

532,867,432

93.75%

17,554,334

3.09%

17,957,726

3.16%

3,560,459

544,828,602

95.77%

24,079,402

4.23%

3,593,782

Carried

4 Adoption of Remuneration Report

Ordinary

534,464,283

94.32%

14,127,052

2.49%

18,065,035

3.19%

5,288,189

546,541,067

96.36%

20,644,154

3.64%

5,307,891

Carried

* Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.

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