COLES GROUP LIMITED. — Director's Dealing 2019

Mar 11, 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	21 December 2018

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 and Indirect	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	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.
Date of change	6 March 2019 and 7 March 2019
No. of securities held prior to change	Fully paid ordinary shares
	Direct and indirect: Steven Cain and Claire Cain are the registered holders as trustees for the Cain Super Trust. Mr Cain is also a beneficiary of the CainSuper Trust.	10,000 shares

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

	Indirect: CPU Share Plans Pty Ltd as trustee of the Company’s Equity Incentive Plan is the registered holder. Steven Cain is the beneficiary of the shares in accordance with the trust deed and rules governing the Company’s Equity Incentive Plan.	170,114 shares comprised of: 85,057 Restricted Shares pursuant to the FY2019 Executive Restricted Share Offer; and 85,057 Performance Shares pursuant to the FY2019 Long Term Incentive Offer, allocated under the Company’ Equity Incentive Plan.	170,114 shares comprised of: 85,057 Restricted Shares pursuant to the FY2019 Executive Restricted Share Offer; and 85,057 Performance Shares pursuant to the FY2019 Long Term Incentive Offer, allocated under the Company’ Equity Incentive Plan.
Class	Fully paid ordinary shares
Number acquired	25,000 fully paid ordinary shares (6 March 2019) 15,000 fully paid ordinary shares (7 March 2019)
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$11.3659 average price per share (6 March 2019) $11.5942 average price per share (7 March 2019)
No. of securities held after change	Fully paid ordinary shares
	Direct and indirect: 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.		50,000 shares

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

	Indirect: CPU Share Plans Pty Ltd as trustee of the Company’s Equity Incentive Plan is the registered holder. Steven Cain is the beneficiary of the shares in accordance with the trust deed and rules governing the Company’s Equity Incentive Plan.	170,114 shares comprised of: 85,057 Restricted Shares pursuant to the FY2019 Executive Restricted Share Offer; and 85,057 Performance Shares pursuant to the FY2019 Long Term Incentive Offer, allocated under the Company’ Equity Incentive Plan.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	On-market purchase

• 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 which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not Applicable
Interest acquired	Not Applicable
Interest disposed	Not Applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not Applicable
Interest after change	Not Applicable

Part 3 –[+] Closed period

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

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011