COLES GROUP LIMITED. — Share Issue/Capital Change 2021

Dec 19, 2021

Application for quotation of +securities

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Announcement Summary

Entity name

COLES GROUP LIMITED.

Announcement Type

New announcement

Date of this announcement

Monday December 20, 2021

The +securities to be quoted are:

+Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer

Total number of +securities to be quoted

ASX +security		Number of +securities to
code	Security description	be quoted	Issue date
COL	ORDINARY FULLY PAID	1,338,438	15/12/2021

Refer to next page for full details of the announcement

Application for quotation of +securities

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Application for quotation of +securities

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Part 1 - Entity and announcement details

1.1 Name of entity

COLES GROUP LIMITED.

We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.

1.2 Registered number type

ABN

Registration number 11004089936

1.3 ASX issuer code

COL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

20/12/2021

Application for quotation of +securities

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Application for quotation of +securities

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Part 2 - Type of Issue

2.1 The +securities to be quoted are:

+Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer

2.2 The +securities to be quoted are:

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Additional +securities in a class that is already quoted on ASX ("existing class")

Application for quotation of +securities

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Application for quotation of +securities

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

Additional +securities to be quoted in an existing class issued under an +employee incentive scheme

FROM (Existing Class) ASX +security code and description No security currently exists

FROM (Existing Class) +Security description

No security currently exists

TO (Existing Class) ASX +security code and description COL : ORDINARY FULLY PAID

Please state the number of +securities issued under the +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer 1,338,438

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

Fully paid ordinary shares are being issued to the trustee of Coles' employee share trust for allocation to participants in Coles' FY21 Short Term Incentive (STI) and FY22 Restricted Share Offer (RSO) plans. For further information on the terms of the awards, please refer to Coles' 2021 Notice of Meeting and Coles' 2021 Annual Report (both accessible via htt ps://www.colesgroup.com.au/investors/).

Are any of these +securities being 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	CPU Share Plans Pty Limited	64,514
Leah Weckert	CPU Share Plans Pty Limited	15,734
Greg Davis	CPU Share Plans Pty Limited	14,071
Matt Swindells	CPU Share Plans Pty Limited	13,261

Application for quotation of +securities

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Application for quotation of +securities

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Issue date

15/12/2021

Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Issue details

Number of +securities to be quoted 1,338,438 Are the +securities being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 17.66057900 Any other information the entity wishes to provide about the +securities to be quoted Fully paid ordinary shares issued to CPU Share Plans Pty Limited (as trustee of the Coles Group Limited equity trust), to be used for allocation for participants in the Company's FY21 STI and FY22 RSO plans.

Application for quotation of +securities

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Application for quotation of +securities

Part 4 - Issued capital following quotation

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Following the quotation of the +securities the subject of this application, the issued capital 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 on ASX following the +quotation of the +securities subject of this application)

Total number of ASX +security code and description +securities on issue COL : ORDINARY FULLY PAID 1,335,268,134

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 2,047,837

Application for quotation of +securities

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Application for quotation of +securities

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Part 5 - Other Listing Rule requirements

5.1 Are the +securities being issued under an exception in Listing Rule 7.2 and therefore the issue does 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?

1,273,924

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

Application for quotation of +securities

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