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COLES GROUP LIMITED. — AGM Information 2025
Sep 16, 2025
64687_rns_2025-09-16_192f9be6-b7ee-4801-bd23-0d2eeff53a4b.pdf
AGM Information
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17 September 2025
The Manager Company Announcements Office Australian Securities Exchange
Dear Manager,
Voting Form – 2025 Annual General Meeting
Attached is the Voting Form for the Coles Group Limited 2025 Annual General Meeting.
This announcement is authorised by the Board.
Yours faithfully,
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Daniella Pereira Group Company Secretary
For more information:
Investors Anita Healy Mobile: +61 411 109 108
Media
Jace Armstrong Mobile: +61 431 987 599
Lisa Zimmet Mobile: +61 428 857 242 E-mail: [email protected]
Therese Allaoui Mobile: +61 435 323 339 E-mail: [email protected]
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
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Need assistance?
Phone:
(within Australia) 1300 171 785 (outside of Australia) +61 3 9415 4078
Mail:
Share Registry Computershare Investor Services Pty Limited GPO Box 242 Melbourne Vic 3001 Australia
Your vote is important
For your direct vote or proxy appointment to be effective it must be received by 9.00am (AEDT) on Sunday, 9 November 2025.
Votin Form g
How to Complete the Form:
Lodge your Form:
Step 1 - Indicate How You Will Cast Your Vote
Select one option only. To cast your vote in advance of the Annual General Meeting ( Meeting ), you can either cast a vote directly or you can appoint a proxy to vote on your behalf at the Meeting. You can also vote on the items of business by casting a live vote during the Meeting either in person or using the online platform.
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. The Chairman of the Meeting will vote directed proxies as directed and may vote available undirected proxies as the Chairman of the Meeting sees fit.
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:
SRN/HIN:
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 appointed your proxy by default. Do not write the name of the issuer company,
Coles Group Limited, or the registered shareholder in the space.
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
Postcode:
For intermediary online subscribers (custodians) use www.intermediaryonline.com
voting restrictions that apply).
Appointing a second proxy
Fax
You are entitled to appoint up to two proxies to attend the Meeting and vote. 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.
(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, 4 or 5, and Ms Weckert and her associates will not be able to vote your proxy in favour of Items 4 and 5, 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, 4 and 5 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 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.
Step 3 - Signing Instructions for Postal Forms
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
Individual: Where the holding is in one name, the shareholder must sign.
Joint Holding: Where the holding is in more than one name, any of the shareholders may 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 certified photocopy of the Power of Attorney to this form when you return it.
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 office 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 commencement of the Meeting. A form may be obtained from Computershare or online at www.investorcentre.com/au and select “Printable Forms”.
- For security reasons it is important that you keep your SRN/HIN confidential.
For information about your communication options, please visit www.colesgroup.com.au/investors or contact Computershare.
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 CENTREPIECE at Melbourne Park, Olympic Boulevard, Melbourne, Victoria and online via the Lumi Platform on Tuesday, 11 November 2025 at 9.00am (AEDT) and at any adjournment or postponement of that Meeting. I/we being member/s of Coles Group Limited direct the following:
A[Vote Directly]
Record my/our votes in accordance with the directions in Step 2.
A valid Direct Vote will take priority over the appointment of a proxy (unless superseded).
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 fit), at the Meeting and at any postponement or adjournment of the Meeting.
Chairman of the Meeting to vote undirected proxies: 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 of the Meeting 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 of the Meeting becomes my/our proxy by default), by completing and submitting this Voting Form, I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy on Items 3, 4 and 5 (except where I/we have indicated a different voting intention below) even though the Chairman of the Meeting 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 of the Meeting to vote FOR or AGAINST or ABSTAIN from voting on Items 3, 4 and 5 by marking the appropriate box in Step 2 below.
Step 2
Items of Business
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BOARD
RESOLUTIONS RECOMMENDED BY THE BOARD FOR APPROVAL RECOMMENDATION FOR AGAINST ABSTAIN
Item 2.1 Re-election of Ms Jacqueline Chow as a Director FOR
Item 2.2 Re-election of Mr Scott Price as a Director FOR
Item 3 Adoption of the Remuneration Report for the year ended 29 June 2025 FOR
Item 4 Approval of short-term incentive grant of STI Shares to the MD and CEO FOR
Item 5 Approval of long-term incentive grant of performance rights to the MD and CEO FOR
BOARD
RESOLUTIONS NOT SUPPORTED BY THE BOARD RECOMMENDATION FOR AGAINST ABSTAIN
Item 6.1 Amendment to Constitution AGAINST
Item 6.2 Contingent resolution – Nature-related disclosure AGAINST
Item 6.3 Contingent resolution – Seafood sourcing policy AGAINST
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The Chairman of the Meeting intends to vote undirected and available proxies in favour of each item of business, except for Items 6.1, 6.2 and 6.3 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 mark the ABSTAIN box for an item, your votes will not be counted in computing the required majority.
| Step 3 | Signature of Shareholder(s) | Signature of Shareholder(s) | This section must be completed in accordance with the instructions overleaf | This section must be completed in accordance with the instructions overleaf | 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 Name |
Daytime Telephone |
Date | / / | |||
| Change of Address - see below |
Change of address. If incorrect, mark this box and make the correction in the space to the left. Shareholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.
C O L
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