WESFARMERS LIMITED — M&A Activity 2007

Nov 6, 2007

No:

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ASX Circular

Coles Group Limited – Scheme of Arrangement

Date: 7 November, 2007

Key topics

1. Coles Group Limited

2. Wesfarmers Limited

3. Scheme of Arrangement

On 2 July 2007, Coles Group Limited (the “Company”) and Wesfarmers Limited (“Wesfarmers”) announced a proposal for the acquisition of the Company by Wesfarmers, through its wholly owned subsidiary Wesfarmers Retail Holdings Pty Ltd, by way of a scheme of arrangement (“Scheme”). The proposed Scheme consideration was subsequently enhanced on 5 September 2007.

On 7 November 2007, Company shareholders voted in favour of the Scheme. Under the terms of the Scheme, subject to all necessary approvals expected to be received by 9 November 2007, Company shareholders will receive (as default consideration) for each Company security they hold:

Reading List

Banks Client Advisers Compliance Managers Corporate Advisory Issuers Institutions ASTC Participants Operations Managers (back office) Share Registries Market Participants

Authorised by

Kate Kidson

Contact

Kate Kidson

Telephone

(03) 9617 7831

ASX Limited ABN 98 008 624 691 Exchange Centre 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215

Internet: http://www.asx.com.au

No responsibility is accepted for any inaccuracies contained in the matter published.

• $4.00 cash;

• 0.14215 Wesfarmers ordinary shares; and

• 0.14215 price protected shares (“PPP”).

Wesfarmers PPP are a separate class of Wesfarmers ordinary shares which confer a right to receive additional Wesfarmers ordinary shares in certain circumstances.

Under the terms of the Scheme, a Company shareholder may, subject to the terms of the Scheme, participate in a mix and match facility and elect to maximise the cash consideration or the Wesfarmers ordinary shares they will receive under the Scheme.

The anticipated timetable for the Scheme is as follows.

The anticipated timetable for the Scheme is as follows.
Event	Date
Scheme Meeting	7 November 2007
Second Court date for approval of the Scheme; Court order lodged with ASIC and announcement to ASX; last day of trading in Company shares – Company shares suspended from trading on ASX from close of trading on ASX	9 November 2007
New Wesfarmers ordinary shares and Wesfarmers PPS commence trading on ASX on a deferred settlement basis (WES ordinary shares, ASX code: WESNA; WES PPP ASX Code: WESN)	12 November 2007
Latest time and date by which election forms must be received by Company share registry or be made via Company website; Record Date for Scheme consideration; Record Date for Company fully franked dividend	7.00 PM 16 November 2007
Implementation date: Payment of cash consideration and issue of new Wesfarmers ordinary shares and Wesfarmers PPS; payment of Company fully franked dividend	23 November 2007

ASX Circular

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	No:	No:
Despatch of holding statements for new Wesfarmers ordinary shares and Wesfarmers PPS	By 30 November 2007
Trading of new Wesfarmers ordinary shares and Wesfarmers PPS commences on ASX on a normal settlement basis (WES ordinary shares ASX Code: WES; WES PPP ASX Code: WESN)	By 3 December 2007

For further details refer to the Scheme booklet dated 27 September 2007.

ASX Circular

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