AMENDMENT

INCREASED EQUITY PURCHASES BY 2,430,600 TO 4,357,734

INCREASED EQUITY SALES BY 1,928,536 TO 3,267,346

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:

04 December 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

4,357,734

3,267,346

1.9625

1.9615

1.9440

1.9450

(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

(GBP)

Ordinary Shares

Equity Swaps

Long

Short

83,086

29,081

3,385

5,748

2,302

583

135,434

3,750

2,173

710,191

7,597

15,430

132,912

247,070

121,992

508,390

296,610

49,913

27,532

13,650

830

1,100

58,514

4,271

11,900

12,014

964

9,545

16,127

6,764

7,972

2,835

8,509

9,864

22,154

1,420

15

8,220

2,059

1,398

5,825

3,187

1,509

250,000

4,171

618

5,483

839,029

1,000

27,439

316,755

6,347

15,716

131,328

79,373

369,012

219,953

38,470

56,310

25,419

21,788

608,181

96

32,834

26,095

2,949

8,129

8,783

211,296

4,764

5,674

1.9451

1.9466

1.9471

1.9478

1.9479

1.9485

1.9491

1.9495

1.9499

1.9500

1.9505

1.9507

1.9513

1.9514

1.9515

1.9518

1.9520

1.9522

1.9524

1.9525

1.9526

1.9528

1.9529

1.9545

1.9546

1.9552

1.9556

1.9557

1.9587

1.9605

1.9453

1.9454

1.9455

1.9456

1.9461

1.9462

1.9463

1.9465

1.9467

1.9471

1.9478

1.9479

1.9490

1.9491

1.9497

1.9503

1.9504

1.9510

1.9511

1.9512

1.9514

1.9515

1.9516

1.9517

1.9518

1.9519

1.9521

1.9523

1.9529

1.9530

1.9531

1.9534

1.9535

1.9536

1.9537

1.9538

1.9541

1.9566

1.9597

1.9625

1.9690

(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

(GBP)

(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:

16 January 2018

Contact name:

Alwyn Basch

Telephone number:

020 7742 7407

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 16 January 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 16 January 2018 18:14:01 UTC.

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