AMENDMENT

INCREASED EQUITY PURCHASES BY 88,860 TO 6,505,840

INCREASED EQUITY SALES BY 634,993 TO 4,823,477

ADDED EQUITY SWAP PURCHASES OF 634,993

ADDED EQUITY SWAP SALES OF 88,860

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-

SERVING CAPACITY

Rule 8.5 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Name of exempt principal trader:

J.P. Morgan Securities Plc

(b) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Tesco PLC

(c) Name of the party to the offer with which exempt principal trader is connected:

Booker Group Plc

(d) Date dealing undertaken:

21 August 2017

(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer?

If it is a cash offer or possible cash offer, state 'N/A'

Yes

Booker Group Plc

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security

Purchases/ sales

Total number of securities

Highest price per unit paid/received

(GBP)

Lowest price per unit paid/received

(GBP)

Ordinary Shares

Purchases

Sales

6,505,840

4,823,477

1.7725

1.7711

1.7436

1.7395

(b) Cash-settled derivative transactions

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

Long

Short

28

4,106

2,330

321

3,122

82

3,175

9,391

710

965

40,052

23,309

378

15,799

73,470

26,825

19,265

95

77

844

137

3

6,542

16,600

6

4,547

109,773

305

634,993

2,100

2,664

88,043

92,399

782,956

11,200

569

1,646

2,161

28,926

459

1,186

4,409

1,106,403

10,198

1,013

6,141

10,938

5,548

328,296

98,020

63

1,722,000

8,945

4,923

109,010

782,956

75

59,285

1.7437 GBP

1.7444 GBP

1.7445 GBP

1.7476 GBP

1.7477 GBP

1.7478 GBP

1.7494 GBP

1.7503 GBP

1.7504 GBP

1.7505 GBP

1.7507 GBP

1.7510 GBP

1.7514 GBP

1.7515 GBP

1.7517 GBP

1.7528 GBP

1.7531 GBP

1.7535 GBP

1.7539 GBP

1.7541 GBP

1.7546 GBP

1.7553 GBP

1.7584 GBP

1.7586 GBP

1.7588 GBP

1.7593 GBP

1.7602 GBP

1.7621 GBP

1.7640 GBP

1.7678 GBP

1.7689 GBP

1.7694 GBP

1.7695 GBP

2.2598 USD

1.7464 GBP

1.7495 GBP

1.7499 GBP

1.7500 GBP

1.7504 GBP

1.7506 GBP

1.7508 GBP

1.7510 GBP

1.7511 GBP

1.7515 GBP

1.7516 GBP

1.7526 GBP

1.7551 GBP

1.7560 GBP

1.7561 GBP

1.7583 GBP

1.7590 GBP

1.7613 GBP

1.7631 GBP

1.7635 GBP

1.7651 GBP

1.7655 GBP

1.7686 GBP

1.7696 GBP

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit (GBP)

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

(ii) Exercise

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(GBP)

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable) (GBP)

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state 'none'

None

Date of disclosure:

23 August 2017

Contact name:

Evangelos Galiatsatos

Telephone number:

020 7742 6148

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel atmonitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.

Tesco plc published this content on 23 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 23 August 2017 17:12:07 UTC.

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