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Issuer Woolworths Limited

Guarantor Not Applicable

Base Terms A$ Medium Term Note Programme dated 25 February 2011

Pricing Supplement Dated 19 March 2012

Nature of the Bonds The Bonds will be a direct and unconditional obligation of the Issuer. The Bonds will be issued on an unsubordinated basis and as among themselves, the Bonds of each series will rank pari passu and will be payable rateably without any preference or priority.

Issue Size The Bonds will be a direct and unconditional obligation of the Issuer. The Bonds will be issued on an unsubordinated basis and as among themselves, the Bonds of each series will rank pari passu and will be payable rateably without any preference or priority.

Interest Rate 6.00% per annum, payable semi-annually (in two coupons of 3.00%) in arrears on 21 March and 21 September in each year, including the Maturity Date.

Issue Date 21 March 2012

Maturity Date 21 March 2019

Bond Denomination $100,000

Repayments at the Maturity Date

On the Maturity Date, Bondholders are scheduled to receive the Face Value and the final payment of Interest for the last Interest Period.

Early Redemption by Issuer Yes, for tax reasons

Key Risks The value of an investment in Woolworths Bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect Woolworths’ financial performance. The following risks may also affect an investment in Woolworths Bonds:

Woolworths’ financial performance and rating – a change in Woolworths’ financial condition or rating may impact on the market value and the transferability of the Bonds;

Currency risk – the Issuer is subject to some exchange rate risk, which may affect the costs of imports or the proceeds from exports and negatively affect its financial performance;

Liquidity risk – an active secondary market in respect of the Bonds may never be established or may be illiquid and this would adversely affect the value at which an investor could sell the Bonds;

Interest rate risk – the value of Fixed Rate Bonds may be adversely affected by movements in market interest rates;

Litigation risks – risks relating to litigation and regulatory actions;

Default risk – if an event of default occurs under the Bonds, or the Issuer fails to perform any obligation in relation to the Bonds, such event or failure may impact on the value of an investment in the Bonds, the transferability of the Bonds and the ability of a holder to recover amounts due under the Bonds; In assessing potential default risk, a bondholder should consider the periodic and continuous disclosures made by the Issuer.

Key Benefits Key benefits include:

approximately 4.25 years remaining until Maturity Date; interest paid semi-annually in arrears;

interest paid as 100% cash;

interest is not deferrable nor are interest payments discretionary; rank equally with all other senior and unsecured creditors of the Issuer.

Negative Pledge The Issuer will not create any Security Interest, other than a Permitted Security Interest, upon its present or future assets or revenues or those of any of its Subsidiaries as security for any Relevant Indebtedness, unless the Issuer grants a Security Interest in respect of the Bonds which will result in such obligations being secured equally and rateably in all respects so as to rank pari passu with the applicable Relevant Indebtedness.

Permitted Security Interest includes:

(a) any Security Interest arising by operation of law or any right of set-off; (b) any Security Interest which exists at the time of certain acquisitions,

(c) any Security Interest given in relation to certain limited-recourse financing, securitisation or other like arrangement where the payment obligations in respect of the indebtedness secured by the relevant Security Interest are to be discharged from the revenues generated by assets over which such Security Interest is created (including, without limitation, receivables); or

(d) any other Security Interest created or outstanding on or over assets, but the aggregate outstanding, principal capital or nominal amount secured by all Security Interests created or outstanding under this paragraph or over assets does not at any time exceed 5% of Total Tangible Assets;

Relevant Indebtedness means any present or future indebtedness of the Issuer in the form of, or

represented by, bonds, notes, debentures, loan stock, certificates of deposit, bills of exchange, transferable loan certificates or other securities which are capable of being listed, quoted, ordinarily dealt in or traded on any recognised market, not being indebtedness incurred in the ordinary course of trading; and

Total Tangible Assets means the aggregate amount of all assets as shown in the most recent

annual audited consolidated accounts of the Issuer or half yearly audited consolidated accounts of the Issuer (whichever is most recent),

Events of Default Events of Default include:

Failure to Pay: Applicable with a cure period of 5 Business Days (in the case of interest)

or 2 Business Days (in the case of principal);

Breach of Other Obligations: Applicable, with a cure period of 30 days; Cross Default: Applicable with a Threshold Amount of A$ 100,000,000 Enforcement or Attachment: Applicable;

Insolvency: Applicable; Administration: Applicable; Cessation of Business: Applicable.

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