Wesfarmers : Becoming a substantial holder

Corporations Act 2001

Section 6718

603 age 1/2 15 Jul 2001

To Company Name/Scheme WesFarmers Ltd. ACN/ARSN 008 984 049

1. Details of substantial holder (1) Name

   ACN/ARSN (if applicable)

   The Vanguard Group, Inc.

   N/A

   The holder became a substantial holder on 02 August 2017

2. Details of voting power

   The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

   Class of securities 4	Number of securities	Person's votes 5
   Ordinary	56,745,377	56,745,377

3. Details of relevant interests

   The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

   Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
   Vanguard Investments Australia Ltd.	Beneficial Owner	Ordinary - 29,516,137
   The Vanguard Group, Inc.	Beneficial Owner	Ordinary - 27,229,240

4. Details of present registered holders

   The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
   Vanguard Investments Australia Ltd	JP Morgan Chase Bank, N.A. and various other Custodians	Vanguard Investments Australia Ltd is the manager of various superannuation funds, institutional investor portfolios and unit trusts and in that capacity can exercise the power to vote and/or dispose of the shares	Ordinary - 29,516, 137
   The Vanguard Group, Inc.	JP Morgan Chase Bank, N.A.	The Vanguard Group, Inc., is the manager of various Mutual funds and accounts and in that capacity has the power to dispose of the shares	Ordinary - 14,351,359
   The Vanguard Group, Inc.	Brown Brothers Harriman	The Vanguard Group, Inc., is the manager of various Mutual funds and accounts and in that capacitv has the power to dispose of the shares	Ordinary - 11,552,044
   The Vanguard Group, Inc.	State Street Bank and Trust Company	The Vanguard Group, Inc., is the manager of various Mutual funds and accounts and in that capacity has the power to dispose of the shares	Ordinary - 884,701
   The Vanguard Group, Inc.	Bank of New York Mellon	The Vanguard Group, Inc., is the manager of various Mutual funds and accounts and in that capacitv has the power to dispose of the shares	Ordinary - 435,135
   The Vanguard Group, Inc.	Citibank N.A.	The Vanguard Group, Inc., is the manager of various Mutual funds and accounts and in that capacity has the power to dispose of the shares	Ordinary - 6,001

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

I

Holder of relevant interest I Date of acquisition I Consideration (9) Class and number

of securities

See Annexure A

1. Associates

   The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

   Name and ACN/ARSN (if applicable) Nature of association N/A N/A

2. Addresses

The addresses of persons named in this form are as follows:

603 age 2/2 15 Jul 2001

sign here 07 Au ust 2017

1. If there are a number of substantial holders with similar or related interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

2. See the definition of "associate" in section 9 of the Corporations Act 2001.

3. See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001.

4. The voting shares of a company constitute one class unless divided into separate classes.

5. The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an Associate has a relevant interest in.

6. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

7. Include details of:

8. any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of

   any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

9. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

   See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

10. If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

11. Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest has acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder of its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

GUIDE This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 603. Signature This form must be signed by either a director or a secretary of the substantial holder. Lodging period Nil Lodging Fee Nil Other forms to be completed Nil Additional information

1. If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form.

2. This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange.

3. The person must give a copy of this notice:

4. within 2 business days after they become aware of the information; or

5. by 9:30 am on the next trading day of the relevant securities exchange after they become aware of the information if:

6. a takeover bid is made for voting shares in the company or voting interests in the scheme; and

7. the person becomes aware of the information during the bid period.

   Annexures To make any annexure conform to the regulations, you must

8. use A4 size paper of white or light pastel colour with a margin of at least 1Omm on all sides

9. show the corporation name and ACN or ARBN

10. number the pages consecutively

11. print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopies

12. identify the annexure with a mark such as A, B, C, etc

13. endorse the annexure with the words:

    This is annexure (mark) of (number) pages referred to in form (form number and title)

14. sign and date the annexure

The annexure must be signed by the same person(s) who signed the form.