COLES GROUP LIMITED. — Capital/Financing Update 2020

Mar 29, 2020

30 March 2020

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Wesfarmers agrees to sell 5.2 per cent of Coles Group

Wesfarmers today announced that it has entered into an underwriting agreement with two lead managers to sell 5.2 per cent of the issued capital of Coles Group Limited (ASX:COL) (Coles).

As a result of the Group’s interest falling below 10 per cent, the Relationship Deed agreed with Coles at the time of the demerger will terminate and Wesfarmers will no longer have the right to nominate a director to the Coles Board. As part of the transaction, Wesfarmers has also agreed to retain its remaining shares in Coles for at least 60 days from completion of the sale, subject to customary exceptions.

Wesfarmers Managing Director Rob Scott said that the significant and unprecedented events of the past few weeks have highlighted the importance of balance sheet flexibility to support the Group in a range of economic circumstances.

“We have been pleased with the performance of Coles since the demerger and the very important role that Coles is providing, and will continue to provide, to Australian households during the COVID-19 crisis,” Mr Scott said.

“This divestment crystallises an attractive return for shareholders since demerger and further enhances Wesfarmers’ strong balance sheet position.”

Wesfarmers and Coles will continue its flybuys joint venture, with both groups retaining a 50 per cent interest in the business, allowing continued strategic collaboration between the two companies in relation to mutually beneficial growth initiatives.

Further details, including the price received per ordinary share and pre-tax profit on sale, will be disclosed when the sale proceeds are known.

For more information:

Media Investors Cathy Bolt Erik du Plessis Media and External Affairs Manager Manager, Investor Relations +61 8 9327 4423 or +61 417 813 804 +61 8 9327 4603 or +61 439 211 630 cbolt@wesfarmers.com.au EduPlessis@wesfarmers.com.au

This announcement was authorised to be given to the ASX by the Wesfarmers Disclosure Committee.

This announcement may not be distributed or released in the United States.

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction. The securities referred to in this announcement have not been, nor will be, registered under the U.S. Securities Act of 1933 (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States, and accordingly, they may not be offered or sold, directly or indirectly, to any person in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws.

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