COLES GROUP LIMITED. — Proxy Solicitation & Information Statement 2022

Sep 20, 2022

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21 September 2022

The Manager Company Announcements Office Australian Securities Exchange

Dear Manager,

VOTING FORM – 2022 ANNUAL GENERAL MEETING

Attached is the Voting Form for the Coles Group Limited 2022 Annual General Meeting.

This announcement is authorised by the Board.

Yours faithfully,

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Daniella Pereira Company Secretary

For more information:

Investors

Anita Healy Mobile: +61 411 109 108 E-mail: investor.relations@colesgroup.com.au

Media

Blair Speedy Mobile: +61 431 960 249 E-mail: media.relations@coles.com.au

Lisa Zimmet Mobile: +61 428 857 242 E-mail: investor.relations@colesgroup.com.au

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 10.30am (AEDT) on Monday, 7 November 2022.

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 Please refer to the instructions below on how to complete box B.

OR

If you wish to cast your vote directly, please mark box A.

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 fi t.

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: 131239

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

For intermediary online subscribers (custodians) use www.intermediaryonline.com

voting restrictions that apply).

Appointing a second proxy

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

Fax

(within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

• envelope if you do this. Fractions of votes will be disregarded.

• 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 Mr Cain and his 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

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 certifi ed 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 offi ce 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”.

Mail

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

For security reasons it is important that you keep your SRN/HIN confi dential.

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

Direct voting or proxy instructions for the Annual General Meeting of Coles Group Limited to be held at the Melbourne Convention and Exhibition Centre [Melbourne Room] 1 Convention Centre Place, South Wharf, Melbourne, Victoria and online via the Lumi Platform on Wednesday, 9 November 2022 at 10.30am (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.

OR

B[Appoint a Proxy to Vote on Your Behalf]

I/We appoint

the Chairman OR of the Meeting

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 you are appointing if this person is somebody other 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 fi t), at the Meeting and at any postponement or adjournment of the Meeting.

Chairman of the Meeting to vote undirected proxies in favour: 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.

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.

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Step 2 Items of Business
BOARD
RECOMMENDATION FOR AGAINST ABSTAIN
Item 2.1 Election of Terry Bowen as a Director FOR
Item 2.2 Election of Scott Price as a Director FOR
Item 2.3 Re-election of James Graham as a Director FOR
Item 2.4 Re-election of Jacqueline Chow as a Director FOR
Item 3 Adoption of the Remuneration Report for the year ended 26 June 2022 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 FOR
and CEO
The Chairman of the Meeting intends to vote undirected and available proxies in favour of each item of business. 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.
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	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	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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