FOODLAND ASSOCIATED LIMITED (ASX.FOA)

Metcash confirms that a letter advising of the capital gains tax consequences of the Demerger Scheme and Metcash Transfer Scheme has been mailed today to former Foodland Associated Limited shareholders, who had elected to receive Metcash shares (see note of 13/12/2005 below for details)

Metcash provides information to assist the former shareholders of Foodland Associated Limited in calculating the Australian capital gains tax consequences of the Demerger Scheme and Metcash Transfer Scheme - with regard to apportioning the cost base between FOA Shares and PEH shares the ATO will accept an apportionment of the original cost base of FOA shares as to 70% to PEH shares and 30% to FOA shares - with regard to former FOA shareholders who received Metcash shares for their FOA shares and who do not choose, or who are not eligible to choose, scrip for scrip CGT roll-over relief, the ATO has confirmed they may use the closing price of Metcash shares on the ASX on 24 November 2005 (ie $4.50) for the purpose of determining the market value of Metcash shares they receive in consideration for disposing of their FAL shares (shareholders are strongly advised to refer to the communications from Metcash)

delisted at the request of the company pursuant to the Demerger Scheme and Transfer Scheme as approved by shareholders at the company's Annual General Meeting held on Wednesday 2 November 2005

company to be removed from the official list as at the close of business today

Metcash Limited (Metcash) has now received from Foodland Associated Limited (FAL) details of the final consideration elections made by shareholders of FAL pursuant to the FAL transfer scheme of arrangement (Transfer Scheme) - Metcash has been advised that FAL shareholders have elected as follows: the holders of 2,686,018 FAL shares elected to receive the Metcash Cash Consideration (as defined in the Transfer Scheme), being $6.45 per FAL share; the holders of 111,640,013 FAL shares elected to receive the Metcash Share Consideration (as defined in the Transfer Scheme), being 2.10 Metcash shares per FAL share; and the holders of 3,502,572 FAL shares did not make a valid election and are deemed to have elected to receive the Metcash Cash Consideration - accordingly, Metcash will issue 234,444,195 shares in Metcash to FAL shareholders and pay $39,916,405.40 cash in order to acquire all of the issued share capital of FAL

we understand that on or about this date the company demerged Progressive Enterprises Holdings Limited by way of a 1 for 1 distribution - the Demerged Entity represented 70% of the market value of the group as a whole immediately after the demerger

shares suspended from quotation in accordance with demerger and transfer schemes approved by shareholders on 2 November 2005

we understand that on or about this date the company undertook, proposed to undertake or was the subject of the following corporate action: - demerger and transfer of capital to Woolworths Limited and Metcash Trading Limited - this corporate event may appear elsewhere in this company record

the company (FOA) announces a proposal involving the acquisition of FOA's Australian business assets (excluding Australian Woolworths Action Stores) by Metcash and the acquisition of FOA's New Zealand business assets and Australian Woolworths Action Stores by Woolworths - the acquisitions will occur through the implementation of two schemes of arrangement; the Demerger Scheme and the Transfer Scheme - the Demerger Scheme involves the division of the business assets of FOA between Progressive Enterprises Holdings Limited (PEH) (which will acquire FOA's NZ business assets) and FOA which will hold the Australian business assets (PEH shares will be transferred from FOA to FOA shareholders to effect the demerger) - the Transfer Scheme will take place immediately following the demerger by transferring PEH shares to Woolworths and transferring FOA shares to Metcash