Tesco PLC — Capital/Financing Update 2011

Oct 19, 2011

SUPPLEMENT DATED 19 OCTOBER 2011 TO THE OFFERING CIRCULAR DATED 3 MARCH 2011

TESCO PLC

(Incorporated with limited liability in England with registered number 445790)

£15,000,000,000 Euro Note Programme

This Supplement dated 19 October 2011 (the Supplement) to the Offering Circular dated 3 March 2011 (the Offering Circular) which comprises a base prospectus constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the FSMA) and is prepared in connection with the Euro Note Programme (the Programme) established by Tesco PLC (the Issuer). Terms defined in the Offering Circular have the same meaning when used in this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the Offering Circular and any other supplements to the Offering Circular issued by the Issuer.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Annual Report for the financial year ended 26 February 2011

On 6 May 2011, the Issuer published its annual report, containing its audited consolidated financial statements for the 52 weeks ended 26 February 2011. A copy of the annual report has been filed with the Financial Services Authority and, by virtue of this Supplement, those audited consolidated financial statements (which appear on pages 94 to 145 (inclusive)), together with the auditors' report thereon (which appears at page 93), are incorporated in, and form part of, the Offering Circular.

Interim Report for the 26 weeks ended 27 August 2011

On 5 October 2011, the Issuer published its consolidated unaudited interim financial statements as at and for the 26 weeks ended 27 August 2011. A copy of those interim financial statements have been filed with the Financial Services Authority and, by virtue of this Supplement, those interim financial statements (which appear on pages 14 to 33 (inclusive)) are incorporated in, and form part of, the Offering Circular.

Copies of all documents incorporated by reference in the Offering Circular can be obtained from the registered office of the Issuer and the specified offices of the Paying Agents as described on page 19 of the Offering Circular.

If documents which are incorporated by reference themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplement for the purposes of the Prospectus Directive (Directive 2003/71/EC) except where such information or other documents are specifically incorporated by reference or attached to this Supplement.

The paragraph "Significant or Material Change" on page 78 of the Offering Circular shall be deemed deleted and replaced with the following paragraph:

"There has been no significant change in the financial or trading position of the Issuer or of the Group since 27th August, 2011 and there has been no material adverse change in the financial position or prospects of the Issuer or the Group since 26th February, 2011."

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Offering Circular by this Supplement and (b) any other statement in or incorporated by reference in the Offering Circular, the statements in (a) above will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Offering Circular since the publication of the Offering Circular.

In accordance with section 87Q(4) FSMA, investors who have agreed to purchase or subscribe for the Notes before the Supplement is published have the right, exercisable before the end of the period of two working days beginning with the working day after the date on which this Supplement was published, to withdraw their acceptances.