Ann: Trading Halt, page-35

The proposed selective off-market buy back, if approved by shareholders [excluding Shell], directs a third [circa $957mil] of Woodside's franking credit pool to Shell Energy Australia Limited to pay their tax bill on disposal of Woodside shares by accessing a portion of your tax credits generated on the companies retained earnings. This is why shareholder approval is required with Shell's exclusion. Each shareholder has a natural % ownership in the franking pool. An equal access buyback on the other hand treats all shareholders on an equitable basis. The choice is to participate [sell] or remain is. Based on the proposed terms the positive or negative value depends on the tax position of each shareholder. Tax exempt investors like universities, pension funds and charities are likely to get positive value [a refund] whilst taxpayers on high income tax rates get a negative value [tax liability]. The increased EPS and DPS are available to remaining shareholders whether its selective or equal access. Why should a 9.5% interest access 30% of the franking account?