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:

20 April 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

11,346,301

3,658,279

1.7600

1.7615

1.7315

1.7318

(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

Ordinary Shares

Equity Swaps

Long

Short

1,976

8,476

195,445

2,663

26,532

52,000

24,424

60,922

536,111

2,240

51,070

14,755

101,028

57

170,446

725

2,767

56

2,250

8,426

19,144

706

3,842

71,861

114,682

17,250

2,071

3,937

34,109

4,274

16,955

1,836

16,162

65,777

6,202

43,191

263,400

131,320

751

9,963

393,419

660,125

141,781

13,482

10,634

36,714

77,387

46,940

1,741,337

7,537

217,805

3,500,000

1,800,000

6,144

170,446

1.7385 GBP

1.7391 GBP

1.7395 GBP

1.7398 GBP

1.7401 GBP

1.7411 GBP

1.7415 GBP

1.7417 GBP

1.7419 GBP

1.7420 GBP

1.7421 GBP

1.7427 GBP

1.7430 GBP

1.7597 GBP

2.2301 USD

1.7320 GBP

1.7326 GBP

1.7338 GBP

1.7341 GBP

1.7346 GBP

1.7353 GBP

1.7360 GBP

1.7365 GBP

1.7368 GBP

1.7371 GBP

1.7372 GBP

1.7376 GBP

1.7378 GBP

1.7382 GBP

1.7385 GBP

1.7393 GBP

1.7405 GBP

1.7406 GBP

1.7411 GBP

1.7414 GBP

1.7415 GBP

1.7416 GBP

1.7418 GBP

1.7419 GBP

1.7420 GBP

1.7421 GBP

1.7422 GBP

1.7424 GBP

1.7425 GBP

1.7427 GBP

1.7429 GBP

1.7430 GBP

1.7435 GBP

1.7437 GBP

1.7438 GBP

1.7440 GBP

1.7450 GBP

1.7457 GBP

1.7499 GBP

1.7560 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

(GBP)

Ordinary Shares

(ii) Exercise

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(GBP)

Ordinary Shares

(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:

21 April 2017

Contact name:

Tung Le

Telephone number:

020 7742 7272

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 21 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 21 April 2017 10:13:17 UTC.

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