COLES GROUP LIMITED. — Share Issue/Capital Change 2021

Dec 20, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

COLES GROUP LIMITED.

Date of this announcement

Tuesday December 21, 2021

The +securities the subject of this notification are:

==> picture [8 x 9] intentionally omitted <==

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
COLAA	PERFORMANCE RIGHTS	1,103,901	15/12/2021

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

1 / 7

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

==> picture [21 x 22] intentionally omitted <==

Part 1 - Entity and announcement details

1.1 Name of entity

COLES GROUP LIMITED.

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

11004089936

1.3 ASX issuer code

COL

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

21/12/2021

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

2 / 7

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

==> picture [21 x 22] intentionally omitted <==

2.1 The +securities the subject of this notification are:

==> picture [8 x 8] intentionally omitted <==

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

==> picture [8 x 8] intentionally omitted <==

has an existing ASX security code ("existing class")

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

3 / 7

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

==> picture [21 x 22] intentionally omitted <==

Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code and description

COLAA : PERFORMANCE RIGHTS

Date the +securities the subject of this notification were issued

15/12/2021

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class

==> picture [9 x 8] intentionally omitted <==

Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Steven Cain	Steven Cain	225,976
Leah Weckert	Leah Weckert	89,640
Greg Davis	Greg Davis	80,406
Matthew Swindells	Matthew Swindells	80,406

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Performance rights are being granted to participants in Coles' FY22 Long Term Incentive (LTI) plan. For further information on the terms of the awards, please refer to Coles' 2021 Notice of Meeting and Coles' 2021 Remuneration Report contained in Coles' 2021 Annual Report (both accessible via https://www.colesgroup.com.au/investors/).

Any other information the entity wishes to provide about the +securities the subject of this notification

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

4 / 7

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

==> picture [21 x 22] intentionally omitted <==

Number of +securities

1,103,901

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

5 / 7

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

==> picture [21 x 22] intentionally omitted <==

Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)
	Total number of
ASX +security code and description	+securities on issue
COL : ORDINARY FULLY PAID	1,333,929,696
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not	quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
COLAA : PERFORMANCE RIGHTS	3,151,738

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

6 / 7

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

==> picture [21 x 22] intentionally omitted <==

Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

877,925

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? N/A

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

7 / 7