COLES GROUP LIMITED. — Director's Dealing 2020

Nov 25, 2020

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ASX Release

26 November 2020

APPENDIX 3Y

In accordance with the Listing Rules, please see attached announcement relating to the above, for release to the market.

For more information:

Investor Relations Media Mark Howell Blair Speedy Mobile: +61 400 332 640 Mobile: +61 431 960 249 E-mail: E-mail: investor.relations@colesgroup.com.au media.relations@coles.com.au

This announcement was authorised for release by 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

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	29 November 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 and Indirect	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	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.
Date of change	23 November 2020
No. of securities held prior to change	Direct: Steven Cain	275,901 Performance Rights pursuant to the FY2020 Long Term Incentive Offer, allocated under the Company’s Equity Incentive Plan.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

	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
	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’s Equity Incentive Plan.
Class	Fully paid ordinary shares (including STI Shares) Performance Rights
Number acquired	75,866 STI Shares 223,133 Performance Rights
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil. STI Shares were provided as part of Mr Cain’s short term incentive arrangements and Performance Rights were provided as part of MrCain’slong term incentive arrangements.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	Fully paid ordinary shares and Performance Rights	Fully paid ordinary shares and Performance Rights
	Direct: Steven Cain	499,034 Performance Rights comprised of:  275,901 Performance Rights pursuant to the FY2020 Long Term Incentive Offer; and  223,133 Performance Rights pursuant to the FY2021 Long Term Incentive Offer, each allocated under the Company’s Equity Incentive Plan.
	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
	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.	245,980 shares comprised of: 85,057 Restricted Shares pursuant to the FY2019 Executive Restricted Share Offer; 85,057 Performance Shares pursuant to the FY2019 Long Term Incentive Offer; and 75,866 STI Shares pursuant to the FY2020 STI award, each 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	Allocation of Performance Rights to Mr Cain as Mr Cain’s long-term incentive for FY2021 and allocation of fully paid ordinary shares (STI Shares) to Mr Cain as the deferred component of Mr Cain’s short-term incentive for FY2020, further to shareholder approval at Coles’ 2020 Annual 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	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
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	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

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?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011