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BNP PARIBAS Dealers BARCLAYS BNP PARIBAS MUFG SMBC NIKKO SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING the Date of This Offering Circular Is 25 October 2017

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BNP PARIBAS Dealers BARCLAYS BNP PARIBAS MUFG SMBC NIKKO SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING the Date of This Offering Circular Is 25 October 2017 (ABN 28 008 984 049) (incorporated with limited liability in Australia) €3,000,000,000 Euro Medium Term Note Programme unconditionally guaranteed by certain subsidiaries of Wesfarmers Limited On 28 October 2008, Wesfarmers Limited (the Issuer) established a €3,000,000,000 Euro Medium Term Note Programme (the Programme) and issued an offering circular on that date describing the Programme. This Offering Circular supersedes any previous Offering Circular and any supplement thereto. Any Notes (as defined below) issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. This does not affect any Notes issued prior to the date of this Offering Circular. Under the Programme, the Issuer may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of any Notes will be unconditionally guaranteed by certain of the Issuer’s subsidiaries for the time being Guarantors under the Trust Deed (as defined herein) entered into by the Issuer, such Guarantors (together, the Guarantors and each a Guarantor) and the Trustee (as defined herein). A list of the current Guarantors, which may change from time to time in accordance with the Trust Deed and the Terms and Conditions of the Notes, is available from the Issuer and/or the Principal Paying Agent upon request. Pursuant to the Trust Deed and the Terms and Conditions of the Notes, new Guarantors may be added or any or all of the Guarantors may be released from time to time, including during the term of any Series of Notes, without the consent of the Trustee or the Noteholders (as defined below) if the Guarantors are added or released in respect of certain other material financial indebtedness (see “Description of the Guarantors — Guarantee Structure”). Notes may be issued in bearer or registered form (respectively, Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €3,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. Notes may be issued on a continuing basis to one or more of the Dealers specified under “Summary of the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue of Notes or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. Approval in-principle has been received from the Singapore Exchange Securities Trading Limited (the SGX-ST) for the listing of Notes that may be issued pursuant to the Programme and which are agreed at or prior to the time of issue thereof to be so listed on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Offering Circular. Approval in-principle for the listing of Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Programme or Notes. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a pricing supplement (each, a Pricing Supplement) which, with respect to Notes to be listed on the SGX-ST, will be delivered to the SGX- ST before the date of listing of Notes of such Tranche. The Programme provides that Notes may be listed or admitted to trading on, or by, such other or further stock exchange(s) and/or competent listing authorities as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Issuer may agree with any Dealer and the Trustee (as defined herein) that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes set out herein, in which event (in the case of Notes intended to be listed on the SGX-ST) a supplementary Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. IMPORTANT — EEA RETAIL INVESTORS — If the Pricing Supplement in respect of any Notes includes a legend entitled “Prohibition of Sales to EEA Retail Investors”, the Notes are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (MiFID II); or (ii) a customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The Notes and the guarantee of the Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Notes may include bearer Notes that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold, or, in the case of definitive Notes, delivered within the United States or to, or for the account or benefit of, U.S. persons. The Notes are subject to certain restrictions on transfer, see “Subscription and Sale”. The Programme is rated by Standard & Poor’s Ratings Services (Standard & Poor’s) and Moody’s Investors Services Limited (Moody’s). Notes issued under the Programme may be rated or unrated. Where a Series (as defined below) of Notes is rated, the relevant ratings for such Notes shall be specified in the applicable Pricing Supplement. Such rating will not necessarily be the same as the rating(s) assigned to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Credit ratings in respect of the Notes or the Issuer are for distribution to persons who are not a “retail” client within the meaning of section 761G of the Corporations Act (as defined below) and are also sophisticated investors, professional investors or other investors in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act and in all cases in such circumstances as may be permitted by applicable laws in any jurisdiction in which an investor may be located. Anyone who is not such a person is not entitled to receive this Offering Circular and anyone who receives this Offering Circular must not distribute it to any person who is not entitled to receive it. Arranger BNP PARIBAS Dealers BARCLAYS BNP PARIBAS MUFG SMBC NIKKO SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING The date of this Offering Circular is 25 October 2017. The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains or incorporates all information which is material in the context of the issuance and offering of Notes, that the information contained or incorporated in this Offering Circular is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Offering Circular are honestly held and that there are no other facts the omission of which would make this Offering Circular or any of such information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” below). This Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this Offering Circular. Neither the Dealers nor the Trustee have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by the Issuer in connection with the Programme. None of the Dealers nor the Trustee accept any liability in relation to the information contained or incorporated by reference in this Offering Circular or any other information provided by the Issuer in connection with the Programme.
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