COLES GROUP LIMITED. — Director's Dealing 2019

Nov 28, 2019

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity Coles Group Limited ABN 11 004 089 936

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Steven Cain
Date of last notice	12 March 2019

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest	N/A
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Date of change	29 November 2019
No. of securities held prior to change	Fully paid ordinary shares
	Direct and indirect:	50,000 shares
	Steven Cain and
	Claire Cain are the
	registered holders as
	trustees for the Cain
	Super Trust. Mr Cain
	is also a beneficiary
	of the Cain Super
	Trust.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

											Indirect:CPU SharLtd as truCompany			e Plans Ptystee of the’s Equity			170,114 sharescomprised of:85,057 Restricted
											Incentive			Plan is the			Shares pursuant
											registeredSteven Cbeneficiarshares inwith the trand rulesthe CompEquity IncPlan.			holder.ain is they of theaccordanceust deedgoverningany’sentive			to the FY2019ExecutiveRestricted ShareOffer; and85,057PerformanceShares pursuantto the FY2019Long TermIncentive Offer,allocated under the
																	Company’ EquityIncentive Plan.
	Class										Performa			nce Rights
	Number acquired										275,901 P			erformance Rights allocated under
											the Coles Group Limited Equity IncentivePlan.
	Number disposed										N/A
	Value/Consideration										Nil
	Note: If	considera	tion is non-cash, provide de				tails and estimated valuation
	No. of	securit	ies held after change								FRi	ully paghts	id ordi		nary s	hares		and P	erform	ance
											DiSt	rect:even	Cain				27Pe	5,901rforma	nce Ri	ghts
																	purFYIncalloCoInc	suant2020 Lentivecatedmpanyentive	to theong TOffer,under’s EquPlan.	erm theity

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

	Direct and indirect:Steven Cain andClaire Cain are theregistered holders astrustees for the CainSuper Trust. MrCain is also abeneficiary of theCain Super Trust.Indirect:CPU Share PlansPty Ltd as trustee ofthe Company’sEquity Incentive Planis the registeredholder. Steven Cainis the beneficiary ofthe shares andperformance rights inaccordance with thetrust deed and rulesgoverning theCompany’s EquityIncentive Plan.	50,000 shares170,114 sharescomprised of:85,057 RestrictedShares pursuantto the FY2019ExecutiveRestricted ShareOffer; and85,057PerformanceShares pursuantto the FY2019Long TermIncentive Offer,allocated under theCompany’ EquityIncentive Plan.
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participationin buy-back	Allocation of Performance Rights to Mr Cainas Mr Cain’s long-term incentive for FY2020further to shareholder approval at Coles’ 2019Annual General Meeting.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not Applicable
Nature of interest	Not Applicable
Name of registered holder(if issued securities)	Not Applicable
Date of change	Not Applicable
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	Not Applicable
Interest acquired	Not Applicable
Interest disposed	Not Applicable
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	Not Applicable
Interest after change	Not Applicable

Part 3 –[+] Closed period

art 3 –+Closed period
Were the interests in the securities or contracts detailed abovetraded during a+closed period where prior written clearancewas required?	No
If so, was prior written clearance provided to allow the trade toproceed during this period?	Not Applicable
If prior written clearance was provided, on what date was thisprovided?	Not Applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011