COLES GROUP LIMITED. — AGM Information 2019

Sep 22, 2019

==> picture [90 x 70] intentionally omitted <==

----- Start of picture text -----

Atach
----- End of picture text -----

23 September 2019

The Manager Company Announcements Office Australian Securities Exchange

Dear Manager,

VOTING FORM - 2019 ANNUAL GENERAL MEETING

Attached is the Voting Form for the Coles Group Limited 2019 Annual General Meeting.

Yours faithfully,

==> picture [101 x 54] intentionally omitted <==

Daniella Pereira Company Secretary

Coles Group Limited ABN 11 004 089 936 800 Toorak Road Hawthorn East Victoria 3123 Australia PO Box 2000 Glen Iris Victoria 3146 Australia Telephone +61 3 9829 5111 www.colesgroup.com.au

==> picture [92 x 56] intentionally omitted <==

Need assistance?

Phone:

(within Australia) 1300 171 785 (outside of Australia) +61 3 9415 4078

Mail:

000001000 1301011221012102012221332120133322113 SAM MR SAM SAMPLE FLAT 123 SAMPLE STREET SAMPLE STREET SAMPLE STREET SAMPLETOWN VIC 3030

Share Registry Computershare Investor Services Pty Limited GPO Box 242 Melbourne Vic 3001 Australia

Your vote is important

For your vote or proxy appointment to be effective it must be received by 1.30pm (Melbourne Time) on Monday, 11 November 2019.

Votin Form g

How to Complete the Form:

Lodge your Form:

XX

Step 1 - Indicate How You Will Cast Your Vote

Select one option only. You can either cast a vote directly or you can appoint a proxy to vote on your behalf at the Annual General Meeting ( Meeting ).

Cast Your Vote Directly - Box A Appoint a Proxy to Vote on Your Behalf - Box B If you wish to cast your vote directly, please OR Please refer to the instructions below on how to mark box A. complete box B.

Appointing the Chairman of the Meeting as proxy

If you wish to appoint the Chairman of the Meeting as your proxy, please mark box B, as instructed in Step 1 overleaf. On a poll, the Chairman of the Meeting will vote directed proxies as directed and may vote undirected proxies as the Chairman of the Meeting sees fi t.

Appointing an individual or body corporate as proxy

If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the Meeting or does not vote on a poll as directed, the Chairman of the Meeting will be your proxy. Do not write the name of the issuer company, Coles Group Limited, or the registered shareholder in the space.

Appointing a second proxy

You are entitled to appoint up to two proxies to attend the Meeting and vote on a poll. If you appoint two proxies, write both names and the percentage of votes or number of shares each proxy is appointed to exercise in the space provided, otherwise each proxy will be able to exercise half your votes. You may split this information out into two forms if you are completing a paper form, but please return both forms in the same envelope if you do this. Fractions of votes will be disregarded.

A proxy need not be a shareholder of the company. If you have appointed a proxy and do not mark any of the boxes in Step 2 on a given item, your proxy may vote as he or she chooses in respect of that item (subject to any voting restrictions that apply).

Online

Use your computer or smartphone to vote online or appoint a proxy at www.investorvote.com.au or scan the QR code below using your smartphone.

Your secure access information is:

Control Number: 12345 SRN/HIN: I 123456789 Postcode: 1234

For intermediary online subscribers (custodians) use www.intermediaryonline.com

Fax

(within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

Proxy voting by the key management personnel

The key management personnel (KMP) of the Company (which includes each of the directors) and their closely related parties will not be able to vote your proxy on Items 3 or 4, and Mr Cain and his associates will not be able to vote your proxy on Item 4, unless you direct them how to vote or the Chairman of the Meeting is your proxy. If you intend to appoint such a person as your proxy, please ensure you direct them how to vote on Items 3 and 4 in step 2.

Step 2 - How to Vote on Items of Business

You are able to cast your direct vote or direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage of votes or number of shares you wish to vote in the appropriate box or boxes.

If you mark more than one box on an item without specifying the portion of your voting rights to be voted on each, then your vote on that item will be invalid.

If you choose to cast your vote directly, please only mark either FOR or AGAINST for each item of business. Do not mark the ABSTAIN box. If you mark the ABSTAIN box for an item, your vote will not be cast.

If you mark Box A in Step 1 and you do not mark any of the boxes on a given item, your Voting Form will operate as a proxy appointment and your vote will be passed to the Chairman of the Meeting as your proxy.

Mail

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

In Person

Computershare Investor Services Pty Limited 452 Johnston Street Abbotsford Victoria 3067 Australia

Step 3 - Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the shareholder must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders must sign. Power of Attorney: To sign under a Power of Attorney, you must have already lodged this document with Computershare. If you have not previously lodged this document for notation, please attach a certifi ed photocopy of the Power of Attorney to this form when you return it.

For security reasons it is important that you keep your SRN/HIN confi dential.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company does not have a Company Secretary, a Sole Director can sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the offi ce held.

If a representative of a corporate shareholder or proxy is to attend the Meeting you will need to provide the appropriate “Appointment of Corporate Representative” prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, “Printable Forms”.

Coles Group Limited ABN 11 004 089 936

Please mark to indicate your directions

Voting Form

Step 1

Indicate How You Will Cast Your Vote Select one option only

XX

Direct voting or proxy instructions for the Annual General Meeting of Coles Group Limited to be held at Melbourne Convention and Exhibition Centre, Melbourne Room, 1 Convention Centre Place, South Wharf, Melbourne, Victoria on Wednesday, 13 November 2019 at 1.30pm (Melbourne Time) and at any adjournment or postponement of that Meeting. I/we being member/s of Coles Group Limited direct the following:

A[Vote Directly]

You must mark FOR or AGAINST on each item for a valid direct vote Record my/our votes in accordance to be recorded. with the directions in Step 2. A valid Direct Vote will take priority over the appointment of a Proxy.

OR

B[Appoint a Proxy to Vote on Your Behalf]

I/We appoint Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s). Insert the name of the individual or body corporate the Chairman OR you are appointing if this person is somebody other of the Meeting than the Chairman of the Meeting

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally on my/our behalf, including to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fi t), at the Meeting and at any postponement or adjournment of the Meeting.

Chairman to vote undirected proxies in favour: I/we acknowledge that the Chairman of the Meeting intends to vote all undirected and available proxies in favour of the resolutions for Items 2 to 5 and against the resolutions for Item 6.

Express authorisation of the Chairman to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), by completing and submitting this Voting Form, I/we expressly authorise the Chairman to exercise my/our proxy on Items 3 and 4 (except where I/we have indicated a different voting intention below) even though the Chairman is, and these resolutions are connected directly or indirectly with the remuneration of, a member of key management personnel. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote FOR or AGAINST or ABSTAIN from voting on Items 3 and 4 by marking the appropriate box in step 2 below.

==> picture [540 x 267] intentionally omitted <==

----- Start of picture text -----

Step 2 Items of Business
BOARD PROXY ONLY
RESOLUTIONS RECOMMENDED BY THE BOARD FOR APPROVAL RECOMMENDATION FOR AGAINST ABSTAIN
Item 2.1 Re-election of James Graham as a Director FOR
Item 2.2 Re-election of Jacqueline Chow as a Director FOR
Item 3 Adoption of the Remuneration Report FOR
Item 4 Approval of long-term incentive grant of performance rights to the MD FOR
and CEO
Item 5 Appointment of Auditor FOR
BOARD PROXY ONLY
RESOLUTIONS NOT SUPPORTED BY THE BOARD RECOMMENDATION FOR AGAINST ABSTAIN
Item 6(a) Amendment to Constitution AGAINST
Item 6(b) Contingent resolution – Coles’ fresh food supply chain practices AGAINST
The Chairman of the Meeting intends to vote undirected and available proxies in favour of each item of business, except for Items 6(a) and 6(b) which
he/she will vote against. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any item, in which case an
ASX announcement will be made.
If you have appointed a proxy and you mark the ABSTAIN box for an item, you are directing your proxy not to vote on your behalf on a show of hands
or a poll and your votes will not be counted in computing the required majority. If you are directly voting and you mark ABSTAIN for an item, it will be
treated as though no vote has been cast on that item and no vote will be counted in computing the required majority.
----- End of picture text -----

Step 3 Signature of Securityholder(s) This section must be completed in accordance with the instructions overleaf Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime / / Name Telephone Date Change of Address - see below MR SAM SAMPLE Change of address. If incorrect, FLAT 123 mark this box and make the correction in the space to the 123 SAMPLE STREET left. Securityholders sponsored THE SAMPLE HILL by a broker (reference number I1234567890 SAMPLE ESTATE commences with ‘ X ’) should advise your broker of any changes. SAMPLEVILLE VIC 3030 I 1234567890 I N D

I1234567890

I 1234567890 I N D

C O L

2 5 1 5 2 2 A