Off-Market Share Buy-back

Booklet For personal use only use personal For Why did I get this booklet? JB Hi-Fi is making an invitation to Eligible Shareholders to participate in an off-market buy-back tender (the Buy-Back) of up to 10% of JB Hi-Fi Shares on issue. This booklet contains important information about the Buy-Back and is provided to assist you in making an informed decision about whether to participate. Which types of shareholders are likely to wish to sell Shares in the Buy-Back? Generally, Australian resident shareholders on low marginal tax rates (including individuals, tax exempt charities and complying superannuation funds) are more likely to wish to sell their Shares in the Buy-Back because the after-tax outcome may exceed the after-tax outcome of selling their Shares on the ASX. To help you work out the Australian income tax implications of participating in the Buy-Back based on your individual tax circumstances, you can use the Buy-Back calculator on JB Hi-Fi’s website - visit http://www.jbhifi.com.au/buyback. Worked examples of the Australian income tax implications of participating in the Buy-Back, based on different tax rates, are also included in section 2.6 of this booklet. What do I need to do? If you decide not to participate in the Buy-Back – you do not need to do anything. If you decide to participate in the Buy-Back – you need to submit your completed and signed Tender Form so it is received by the Registry by no later than 7.00pm (Melbourne time) on the Closing Date (13 May 2011). By making the Buy-Back invitation and setting the Tender Discount Range, JB Hi-Fi is not making any recommendation or giving any advice on the value of your Shares or whether (or how) you should sell your Shares. If you are in any doubt as to the action you should take, you should consult with your professional adviser. Definitions Some words in this booklet and the Buy-Back Documents have defined meanings. Section 7 “Definitions and Interpretation” defines these words which are capitalised throughout this booklet and the Buy-Back Documents. Important Notice This is an important booklet. It does not provide financial product advice and has been prepared without taking into account your particular objectives, financial situation or needs. You should consider the appropriateness of the Buy-Back having regard to your objectives, financial situation and needs. If you are in any doubt as to the action you should take, you should consult your financial, taxation or other professional adviser immediately. This booklet is dated 1 April 2011 and is current as at that date. The distribution of this booklet in some jurisdictions outside Australia and New Zealand might be restricted by law and does not constitute an invitation to participate in any place where, or to any person to whom, it would be unlawful to do so. Persons who come into possession of this booklet should seek advice on and observe any

restrictions on distributing it. For personal use only use personal For

1 CHAIRMAN’S LETTER

Dear Shareholder

On behalf of the Board, I am pleased to invite you to participate in an off-market buy-back of up to 10% of JB Hi-Fi’s shares on issue, equating to approximately $170m worth of Shares.

JB Hi-Fi is conducting the Buy-Back to return surplus capital to shareholders. Due to JB Hi-Fi’s continued strong financial performance and strong cashflow generation JB Hi-Fi has surplus capital. After returning capital to shareholders, JB Hi-Fi will still maintain a conservative gearing position with the financial flexibility to pursue growth opportunities. The Buy-Back is expected to improve the efficiency of JB Hi-Fi’s capital structure and is a demonstration of JB Hi-Fi’s commitment to maximising returns to shareholders.

The Board considered a number of ways to return surplus capital to shareholders and concluded that an off-market buy- back is the most effective way to deliver benefits to JB Hi-Fi and all its shareholders, whether they choose to participate or not.

The Buy-Back is expected to improve earnings per share and return on equity, which will benefit ongoing shareholders.

The Board believes that the Buy-Back can be completed without adversely affecting JB Hi-Fi’s capacity to pay fully franked dividends for the foreseeable future.

The Buy-Back will be conducted by way of a tender process. Participation is voluntary and you can tailor your participation to suit your own circumstances. For example, you can choose to tender some or all of your Shares in the Buy-Back. Additionally you can choose to tender your Shares at specified discounts to the Market Price, or as a Final Price Tender which is a Tender in which you elect to receive the Buy-Back Price as determined by JB Hi-Fi. You also have the option to make your Tender conditional on the Buy-Back Price being no less than a specified Minimum Price.

The ATO has provided a draft class ruling indicating that for Australian tax purposes, the Buy-Back Price will comprise a capital component of $0.58, with the remainder treated as a dividend which will be fully franked.

Depending on your circumstances, this may potentially make selling your Shares in the Buy-Back more appealing than selling your Shares on the ASX. Generally, Australian resident shareholders on low marginal tax rates (including individuals, tax exempt charities and complying superannuation funds) are more likely to wish to participate in the Buy-Back.

In making your decision to participate, I encourage you to seek professional advice in relation to your particular circumstances.

I also encourage you to read this booklet carefully. If, after reading this booklet, you have any queries in relation to the Buy-Back, please contact the shareholder information line on 1300 302 417 (within Australia) or +61 3 9415 4136 (outside Australia).

If you do not wish to participate in the Buy-Back, you do not need to take any action.

If you wish to participate, please ensure your completed and signed Tender Form is received by the Registry by no later than 7.00pm (Melbourne time) on the Closing Date (13 May 2011).

Yours sincerely For personal use only use personal For

Patrick Elliott Chairman

1 JB Hi-Fi - Off-market Buy-Back Booklet TABLE OF CONTENTS

Chairman’s Letter 1 Key Points and Important Dates 3 1. Buy-Back Details 5 2. Should I Participate? 7 3. how To Participate 13 4. how The Buy-Back Price and Successful Tenders Will Be Determined 17 5. Information About JB Hi-Fi 23 6. additional Information About The Buy-Back 27 7. Definitions and Interpretation 33

Withdrawal /Amendment Form 37 For personal use only use personal For

JB Hi-Fi - Off-market Buy-Back Booklet 2 3 KEY POINTS

Purpose JB Hi-Fi is conducting the Buy-Back to return surplus capital to shareholders. Buy-Back size JB Hi-Fi is seeking to buy back up to 10% of shares on issue, which is approximately $170 million worth of its Shares1 (see section 1.2 for further details). Buy-Back Price The Buy-Back Price will be calculated by applying the Buy-Back Discount selected by JB Hi-Fi under the tender process to the Market Price. Tender Discount Range Tenders can be lodged at discounts of 8% to 14% inclusive (at 1% intervals) to the Market Price. Capital component of The capital component of the Buy-Back Price is $0.58. the Buy-Back Price Dividend component of The dividend component of the Buy-Back Price will be the Buy-Back Price less the the Buy-Back Price $0.58 capital component. Participation – You need to decide whether or not to participate in the Buy-Back. If you are in any doubt about whether to participate, you should seek professional advice. – If you do not wish to participate, you do not need to do anything. – If you do wish to participate, you need to complete and sign the attached personalised Tender Form and ensure it is received by the Registry no later than 7.00pm (Melbourne time) on the Closing Date (13 May 2011). – Whether your Tender is successful will depend on the Tender options you select, the Tender options selected by other Eligible Shareholders participating in the Buy-Back, and the number of Shares which JB Hi-Fi determines to buy back. If your Tender is successful for some or all of the Shares you tender, JB Hi-Fi will buy back those Shares, subject to any scale back. Those Shares will be cancelled and you will receive the proceeds on or around 20 May 2011. Further information Further information about the Buy-Back and JB Hi-Fi can be found in this booklet and on JB Hi-Fi’s website at http://www.jbhifi.com.au/buyback.A lternatively, if you have any questions in relation to the Buy-Back, please call the JB Hi-Fi shareholder information line on 1300 302 417 (within Australia) or +61 3 9415 4136 (outside Australia) between 8.30am and 5.30pm Monday to Friday (Melbourne time).

IMPORTANT DATES

29 March 2011 Announcement of Buy-Back. 1 April 2011 Ex-Entitlement Date. Shares acquired on ASX on or after this date will not confer an entitlement to participate in the Buy-Back. 7 April 2011 Buy-Back Record Date. Determination of Eligible Shareholders entitled to participate in the Buy-Back. 15 April 2011 The Tender Period opens at 9.00am, Melbourne time. 13 May 2011 Closing Date. Tenders must be received by the Registry by no later than 7.00pm, Melbourne time. 16 May 2011 Buy-Back Date. Announcement of the Buy-Back Price, the number of Shares being bought back and any scale back. 20 May 2011 Buy-Back proceeds despatched to successful participants For personal use only use personal For either by cheque or by direct credit to their nominated account.

JB Hi-Fi may change any of the dates above by making an announcement to that effect to the ASX. JB Hi-Fi may also decide not to proceed with the Buy-Back and may vary the size of the Buy-Back.

1 The value of Shares bought back will vary based on the final Buy-Back Price.

3 JB Hi-Fi - Off-market Buy-Back Booklet For personal use only use personal For

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JB Hi-Fi - Off-market Buy-Back Booklet 4 1

Buy-back Details For personal use only use personal For

This page is intentionally left blank 1. BUY-BACK DETAILS

1.1 WHAT IS THE BUY-BACK?

Under a buy-back, a company buys its own shares from its shareholders. Any shares bought back are cancelled and the total number of shares on issue are reduced. JB Hi-Fi is seeking to buy back some of its Shares from shareholders through the Buy-Back. Under the Buy-Back, JB Hi-Fi is offering you the opportunity to sell some, or all, of your Shares to JB Hi-Fi by way of a tender process.

1.2 WHAT IS THE SIZE OF THE BUY-BACK?

JB Hi-Fi is seeking to buy back up to 10% of JB Hi-Fi’s shares on issue, which is approximately $170 million worth of Shares assuming a 14% Buy-Back Discount and Market Price of $18.46 (being the share price at the close of business on 28 March 2011). JB Hi-Fi will not buy back more than 10,834,498 of its shares on issue. However, JB Hi-Fi may buy back a smaller number and may elect not to buy back any Shares, if it wishes to do so (see section 5.3 for further details).

1.3 WHY IS JB HI-FI CONDUCTING THE BUY-BACK?

JB Hi-Fi is conducting the Buy-Back to return surplus capital to shareholders. The Board considered a number of ways to return surplus capital to shareholders, such as conducting an on-market buy- back, paying a special dividend or undertaking a pro-rata capital reduction. The Board concluded that an off-market buy- back tender that delivers franking credits to participating shareholders offers you as a shareholder advantages which are not available at this time from other methods of returning capital, including: − the ability to choose whether or not to participate in the Buy-Back; − the flexibility to tailor your participation to suit your own circumstances through the tender process; and − an expectation you will benefit through improved earnings per share and return on equity if you continue to hold shares in JB Hi-Fi after completion of the Buy-Back. JB Hi-Fi expects to buy back Shares at a discount of between 8% and 14% to the Market Price at the end of the Tender Period (see section 4 for details). This is likely to enable JB Hi-Fi to buy back a greater number of Shares than under an on-market buy-back for the same amount of capital.

1.4 HOW DOES THE TENDER PROCESS WORK?

Under the tender process, you can tender some or all of your Shares for sale at one or more of the discount percentages (called Tender Discounts) of between 8% and 14% inclusive (at 1% intervals) to the Market Price, and/or as a Tender in which you elect to receive the Buy-Back Price as determined by JB Hi-Fi (called a Final Price Tender). JB Hi-Fi will determine the discount at which it buys back Shares (called the Buy-Back Discount) based on the volume of Shares tendered by shareholders at each of the Tender Discounts. JB Hi-Fi will seek to maximise the Buy-Back Discount within the Tender Discount Range whilst ensuring it can buy back the desired amount of capital. The Buy-Back Discount will be applied to the Market Price to calculate the price at which the Shares are bought back (called the Buy-Back Price).

Please see section 4 for further details on how the Buy-Back Price will be determined. For personal use only use personal For

JB Hi-Fi - Off-market Buy-Back Booklet 6 2 Should I

participate? For personal use only use personal For 2. SHOULD I PARTICIPATE?

2.1 CAN I PARTICIPATE IN THE BUY-BACK?

You can participate in the Buy-Back if you are an Eligible Shareholder. In general, you will be eligible to participate if you held JB Hi-Fi Shares on the Record Date (7 April 2011) and are a resident in Australia, New Zealand, Hong Kong, United States or the United Kingdom. The Buy-Back is not available to any Excluded Foreign Person.

2.2 DO I HAVE TO PARTICIPATE?

No. If you do not wish to participate in the Buy-Back, you do not need to do anything. If you choose not to participate or you are not eligible to participate, and the Buy-Back is completed, the number of Shares you hold will not change as a result of the Buy-Back, although your proportional shareholding in JB Hi-Fi will increase.

2.3 WHY WOULD I PARTICIPATE?

It is completely your decision. If you are unsure as to what to do, you should seek professional advice. This booklet has been prepared without taking into account your particular objectives, financial situation or needs. JB Hi-Fi makes no recommendation as to whether you should participate or not. There may be reasons why you would choose to participate in the Buy-Back. These might include: − depending on your tax circumstances, the after-tax return from participating in the Buy-Back may be more favourable than the after-tax return from selling your Shares on the ASX (this might be the case for Australian resident shareholders on low marginal tax rates including individuals, tax exempt charities and complying superannuation funds); − you wish to dispose of some or all of your Shares; − if you have a small holding, you may be able to dispose of all of your Shares in the Buy-Back so as not to be left with a small parcel of Shares; and − no brokerage should be payable and there is no need to appoint a stockbroker to participate in the Buy-Back.

2.4 WHY MIGHT I NOT PARTICIPATE?

There may be reasons why you would choose not to participate in the Buy-Back. These might include: − you do not wish to dispose of some or all of your Shares; − participating in the Buy-Back may not suit your particular tax circumstances (this might be the case for non- resident shareholders and Australian resident shareholders on high marginal tax rates); − you may be able to sell your Shares for a higher price on the ASX. JB Hi-Fi’s share price on the ASX may be, or may move higher, than the Buy-Back Price during, or after, the Tender Period; − you may wish to retain your shares to benefit from an increased percentage shareholding in JB Hi-Fi and potential increased earnings per share after completion of the Buy-Back; − there is no assurance that the Buy-Back will be completed or that your Tender will be accepted and not significantly scaled back; and − you might not be eligible to participate.

2.5 WHAT ARE THE AUSTRALIAN TAX CONSEQUENCES OF PARTICIPATING IN For personal use only use personal For THE BUY-BACK?

This section summarises the Australian income tax consequences of selling Shares in the Buy-Back, based on Australian income tax law and practice at the date of this booklet. It is intended only as a general summary and should not be relied upon as tax advice. It does not address the non-Australian taxation implications faced by non-residents. You should seek your own tax advice specific to your own particular circumstances before deciding whether to participate in the Buy-Back.

JB Hi-Fi - Off-market Buy-Back Booklet 8 9 This summary does not apply to shareholders who hold shares on revenue account, who are professional share traders, banks, or insurance companies or who have made an election under the taxation of financial arrangements (TOFA) regime that affects the recognition of gains and losses in respect of their Shares. This summary is limited to shareholders who hold their Shares directly on capital account and are therefore subject to Australian Capital Gains Tax (CGT). JB Hi-Fi has received a draft class ruling from the ATO in relation to the income tax implications of the Buy-Back for shareholders. The final class ruling can only be issued by the ATO after the Buy-Back has closed. However, this summary accords with what JB Hi-Fi anticipates the final class ruling will say. JB Hi-Fi understands the final class ruling should be available on the ATO website by 30 June 2011.

2.5.1 Overview If you participate in the Buy-Back, you will be paid in cash for your Shares, however the consideration will have two components that will determine how the payment is treated for tax purposes. These components are: − a dividend component; and − a capital component of $0.58. In addition to the explanation of these components provided below, worked examples illustrating the Australian tax implications of the Buy-Back are provided in section 2.6.

2.5.2 Dividend Component The dividend component will be equal to the Buy-Back Price less $0.58. Australian resident shareholders If you are an Australian resident shareholder, you will be required to include the amount of the dividend component in your assessable income. The dividend component will be fully franked and you may therefore be entitled to the benefit of franking credits on the dividend component where certain holding period rules are satisfied. Generally, you will satisfy the holding period rules if you acquired the Shares you tender in the Buy-Back prior to the Ex-Entitlement Date and have held those Shares “at risk” for a period of at least 45 clear days (excluding the days of acquisition and disposal). If you are in doubt whether this applies to you, please consult your tax adviser. The holding period rules work on a last-in-first-out basis so that a shareholder will be deemed to have disposed of their most recently acquired Shares under the Buy-Back for the purpose of applying those rules. Thus, as a general rule, if the most recently acquired Shares were acquired on or after 1 April 2011, the shareholder may not qualify for the franking credits attaching to the dividends paid on all of the Shares sold into the Buy-Back. However, it is expected the ATO will confirm in the Class Ruling that the first-in-first-out-rule will not jeopardise your ability to claim franking credits on Shares tendered in the Buy-Back. If you satisfy the relevant holding period rules, you should generally be entitled to a tax offset for the amount of the franking credit on the dividend component and will also be required to include this amount in your assessable income. If you are an individual or complying superannuation fund, you should generally be entitled to a refund of any franking credits where the franking credits exceed your total tax payable. If you are a tax-exempt entity such as a charitable institution, deductible gift recipient, relief fund or prescribed fund, you may be entitled to a refund of the franking credits. If you or your associate is under an obligation to make, or in fact makes, a payment in respect of the dividend component which effectively passes the benefit of the dividend component to another person, certain related payment rules must be satisfied. You should seek your own tax advice to ensure these rules do not apply to you. Non-resident shareholders If you are a non-resident shareholder, you will not be liable to Australian withholding tax on any part of the Buy-Back Price, and will not include the dividend component of the Buy-Back Price in your Australian assessable income unless you hold the Shares through a permanent establishment in Australia. You should seek your own tax advice if you are a non-resident

shareholder. For personal use only use personal For

9 JB Hi-Fi - Off-market Buy-Back Booklet 2.5.3 Capital Component For capital gains tax purposes your sale consideration is likely to be the Deemed Market Value less the dividend component. The Deemed Market Value will be calculated in accordance with the formula set out by the ATO in Taxation Determination TD 2004/22, being:

Closing level of S&P/ASX 200 index on the Closing Date $18.381 x 4730.202

If the movement in the S&P/ASX200 index is significantly different to the movement in JB Hi-Fi’s ordinary share price on the ASX over the relevant period, JB Hi-Fi may approach the ATO to seek to vary the methodology used to determine the Deemed Market Value. Australian resident shareholders If you are an Australian resident shareholder, you could make a capital gain or capital loss on sale of your Shares in the Buy-Back. A capital gain will arise if the CGT cost base of your Shares disposed of in the Buy-Back is less than your sale consideration for income tax purposes. The CGT discount may apply to shareholders who are individuals, trusts, complying superannuation funds or life insurance companies to reduce the taxable capital gain. Where shareholders have held their Shares for a period of more than 12 1 months the reduction will be 50% for individuals and trusts and by 33 /3% for complying superannuation funds and life insurance companies. A capital loss will arise if the CGT cost base of your Shares disposed of in the Buy-Back exceeds your sale consideration for income tax purposes. If a capital loss arises as a result of the Buy-Back, the capital loss can only be used to offset capital gains. Capital losses that are not used in the income year in which they arise may be carried forward and used to offset capital gains made in later income years, subject to certain restrictions. If you are an Australian resident corporation and a capital loss arises as a result of selling your Shares in the Buy-Back, the capital component may be increased. You should seek your own tax advice if this applies to you. Non-resident shareholders If you are a non-resident shareholder, you will only make a taxable gain or incur a tax loss for Australian tax purposes in

limited circumstances. You should seek your own tax advice if you are a non-resident shareholder. For personal use only use personal For

1 $18.38 is the VWAP of shares in JB Hi-Fi traded on ASX over the five days prior to the announcement of the Buy-Back. 2 4730.20 was the opening level of the S&P/ASX 200 index on the date of announcement of the Buy-Back (29th March 2011).

JB Hi-Fi - Off-market Buy-Back Booklet 10 11 2.6 IF I PARTICIPATE, WHAT WILL THE AFTER-TAX OUTCOME BE?

The after-tax outcome will vary depending on your individual tax circumstances. Worked examples are provided on the following pages. You can also use the Buy-Back calculator on JB Hi-Fi’s website - visit http://www.jbhifi.com.au/buyback. The amounts worked out in these examples and on the Buy-Back calculator will not necessarily reflect the actual tax consequences for you if you choose to participate in the Buy-Back.

2.6.1 Worked example of the Australian tax implications of sale of Shares in the Buy-Back

Super Australian resident individuals2 fund1 $0 - $6,001 - $37,001 - $80,001 - $180,001 $6,000 $37,000 $80,000 $180,000 and over 15.00% 0.00% 16.50% 31.50% 38.50% 46.50% Per Share A$ Methodology tax rate tax rate tax rate tax rate tax rate tax rate Income tax consequences (deemed dividend) Illustrative Buy-Back A $15.88 $15.88 $15.88 $15.88 $15.88 $15.88 Price3 Less: Capital component B $0.58 $0.58 $0.58 $0.58 $0.58 $0.58 Assumed dividend C = A - B $15.30 $15.30 $15.30 $15.30 $15.30 $15.30 component Add: Gross-up for D = C × 30/70 $6.56 $6.56 $6.56 $6.56 $6.56 $6.56 franking credits4 Assessable income E = C + D $21.86 $21.86 $21.86 $21.86 $21.86 $21.86 Tax on that assessable F = E × tax rate $3.28 $0.00 $3.61 $6.89 $8.42 $10.16 income Tax offset for franking G = D $6.56 $6.56 $6.56 $6.56 $6.56 $6.56 credits4 Net tax offset/(payable) H = G - F $3.28 $6.56 $2.95 ($0.33) ($1.86) ($3.60) After-tax dividend I = C + H $18.58 $21.86 $18.25 $14.97 $13.44 $11.70 proceeds4 CGT consequences Deemed Market Value5 J $18.46 $18.46 $18.46 $18.46 $18.46 $18.46 Less: Assumed dividend C $15.30 $15.30 $15.30 $15.30 $15.30 $15.30 component Sale consideration K = J - C $3.16 $3.16 $3.16 $3.16 $3.16 $3.16 Less: Illustrative cost L $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 base8 Nominal capital (loss)/ M = K – L ($7.84) ($7.84) ($7.84) ($7.84) ($7.84) ($7.84) gain Discount capital (loss)/ N = M × (1 - ($5.23) ($3.92) ($3.92) ($3.92) ($3.92) ($3.92) gain6 discount factor) Tax impact of capital O = -N × tax rate $0.78 $0.00 $0.65 $1.23 $1.51 $1.82 loss/(gain)6 Add: Capital component B $0.58 $0.58 $0.58 $0.58 $0.58 $0.58

For personal use only use personal For After-tax capital P = O + B $1.36 $0.58 $1.23 $1.81 $2.09 $2.40 proceeds6 Total after-tax Q = I + P $19.94 $22.44 $19.48 $16.78 $15.53 $14.10 proceeds4,6

The numbered notes for this worked example are set out on the next page.

11 JB Hi-Fi - Off-market Buy-Back Booklet 2.6.2 Worked example of the Australian tax implications of sale of Shares on the ASX

Super fund1 Australian resident individuals2 $6,001 - $37,001 - $80,001 - $180,001 $0 - $6,000 $37,000 $80,000 $180,000 and over 15.00% 0.00% 16.50% 31.50% 38.50% 46.50% Per Share A$ Methodology tax rate tax rate tax rate tax rate tax rate tax rate Sale R $18.46 $18.46 $18.46 $18.46 $18.46 $18.46 consideration7 Less: Illustrative L $11.00 $11.00 $11.00 $11.00 $11.00 $11.00 cost base8 Nominal capital S = R – L $7.46 $7.46 $7.46 $7.46 $7.46 $7.46 (loss)/gain Discount capital T = S × (1 - $4.97 $3.73 $3.73 $3.73 $3.73 $3.73 (loss)/gain6 discount factor) Tax on capital U = -T × tax rate ($0.75) $0.00 ($0.62) ($1.17) ($1.44) ($1.73) loss/(gain)6 Total after-tax V = R + U $17.71 $18.46 $17.84 $17.29 $17.02 $16.73 proceeds6,9

1 This worked example only applies to Australian resident superannuation funds that are both regulated and complying for the purposes of the Superannuation Industry (Supervision) Act 1993. 2 Marginal tax rates are based on individual income tax rates for Australian resident individuals for the financial year ending 30 June 2011. It is assumed that the marginal tax rate for individuals includes the Medicare levy at a rate of 1.5%. The liability of an individual to pay the Medicare levy and the applicable rate depends on the individual’s own circumstances. The marginal tax rates do not include an allowance for any flood levy. 3 Assumes an illustrative Buy-Back Discount of 14% to an assumed Market Price of $18.46. 4 It is assumed the shareholder is fully entitled to franking credits. 5 It is assumed that the Deemed Market Value is $18.46. The actual Deemed Market Value will be $18.38, adjusted for the movement of the S&P/ASX 200 Index from the opening level on 29 March 2011 to the closing level on the Closing Date (13 May 2011). $18.38 is the VWAP of shares in JB Hi-Fi traded on ASX over the five days prior to the announcement of the Buy-Back (29 March 2011).

6 1 This assumes that the discount capital gain method is used, which adjusts the total capital gain by a discount factor (50% for individuals, 33 /3% for complying superannuation funds). Although capital losses, as such, are not subject to discount, it is assumed that capital losses are offset against capital gains derived from disposal of other assets and that the net amount is then discounted. If capital losses are offset against capital gains which cannot be discounted (e.g. on assets held for less than 12 months), the tax impact of the capital loss will be greater (more favourable) than shown in the table. 7 It is assumed the Market Price is $18.46. 8 The cost base used is for illustrative purposes only and the actual cost base will depend on the circumstances of the shareholder. 9 It is assumed that no brokerage or other transaction costs are paid.

For personal use only use personal For

JB Hi-Fi - Off-market Buy-Back Booklet 12 3 How to

participate For personal use only use personal For 3 hOW TO PARTICIPATE

STEP 1: Choose whether to participate

Accompanying this booklet you will have received a personalised Tender Form for your registered holding of Shares eligible to participate in the Buy-Back. − If you do not wish to participate, you do not need to take any action. − If you do wish to participate and you are an Eligible Shareholder, you will need to complete your personalised Tender Form.

STEP 2: Decide how many Shares to sell

− the maximum number of Shares that you may sell is shown in Box A on your personalised Tender Form. − If you own 250 Shares or fewer on the Buy-Back Record Date (7 April 2011), you must tender all of your Shares if you wish to participate. − If you own more than 250 Shares on the Buy-Back Record Date (7 April 2011), you must tender a minimum of 250 Shares in aggregate, but no more than the number of Shares shown in Box A on your Tender Form.

STEP 3: Choose your Tender Discount(s)

− you can: • select the Tender Discount(s) at which you are willing to sell your Shares to JB Hi-Fi; and/or • submit a Final Price Tender, which is a Tender in which you elect to receive the Buy-Back Price as determined by JB Hi-Fi. − your Tender will only be successful if it is at a Tender Discount greater than or equal to the Buy-Back Discount or a Final Price Tender (refer to section 4). Therefore, you will have a greater chance of having your Shares bought back in the Buy-Back if you tender your Shares at a large Tender Discount or as a Final Price Tender. − If you own 250 Shares or fewer on the Buy-Back Record Date, you must choose only one Tender Discount or tender all your Shares as a Final Price Tender. If you own more than 250 Shares on the Buy-Back Record Date, you may tender Shares at one or more Tender Discount(s) and/or as a Final Price Tender.

STEP 4: Optional - Choose a Minimum Price if you are concerned about the Buy Back Price being low

− Once you have selected either a Tender Discount and/or a Final Price Tender, if you are concerned about the Buy-Back Price being too low, you also have the option of selecting ONE of three specified Minimum Prices on your Tender Form. − Selecting a Minimum Price will make your Tender conditional on the Buy-Back Price not being less than that amount. However, you also need to nominate a Tender Discount and/or a Final Price Tender. If you don’t do this and you only make your Tender conditional on a specified Minimum Price, your Tender will be invalid and

may not be accepted by JB Hi-Fi. For personal use only use personal For

JB Hi-Fi - Off-market Buy-Back Booklet 14 15 STEP 5: Complete your Tender Form and submit your Tender

Depending on whether you are an Issuer Sponsored Holder or a CHESS Holder, submit your Tender as follows: Issuer Sponsored Holders Complete the yellow Tender Form you received with this booklet. Return the completed and signed Tender Form in the enclosed reply-paid envelope (within Australia) to the Registry by 7.00pm (Melbourne time) on the Closing Date (13 May 2011). Tender Forms should be mailed to the following address: Mailing Address JB Hi-Fi Limited Off-Market Buy-Back C/- Computershare Investor Services Pty Limited GPO Box 52 Melbourne VIC 3001

CHESS Holders Complete and sign the pink Tender Form you received with this booklet. Instruct your Controlling Participant (normally your broker), who is named on your Tender Form, in sufficient time for them to process your Tender so that it is received by the Registry by 7.00pm (Melbourne time) on the Closing Date (13 May 2011). Do not send the Tender Form to the Registry. CHESS Holders may receive written confirmation from CHESS of Tenders made on your CHESS Holding by your Controlling Participant. This confirmation is not an acceptance by JB Hi-Fi of any Tender. See your Tender Form for further instructions on how to submit your Tender.

3.1 CAN I WITHDRAW OR AMEND MY TENDER?

To withdraw or amend a Tender that you have submitted, you will need a Withdrawal/Amendment Form which was mailed to you with the Buy-Back booklet. To obtain an additional Withdrawal/Amendment Form, please download it from JB Hi-Fi’s website http://www.jbhifi.com.au/buyback or phone the JB Hi-Fi shareholder information line on 1300 302 417 (within Australia) or +61 3 9415 4136 (outside Australia) between 8:30am and 5:30pm Monday to Friday (Melbourne time). You must ensure that your completed and signed Withdrawal/Amendment Form is received by the Registry or, if you hold your Shares in CHESS, that your Controlling Participant processes your Withdrawal/Amendment Form, by no later than 7.00pm (Melbourne time) on the Closing Date (13 May 2011). Instructions regarding withdrawal and amendment of Tenders are provided on the Withdrawal/Amendment Form.

3.2 CAN I TRADE MY SHARES AFTER SUBMITTING A TENDER?

Once you have tendered Shares in the Buy-Back, you must not sell or offer to sell those Shares before the Buy-Back Date unless you withdraw or amend your Tender. In addition, you must not convert the Shares you Tender from an Issuer Sponsored Holding to a CHESS Holding or vice versa or move them between CHESS Holdings – for example, if you change your HIN or your Controlling Participant (normally your broker). If you have submitted a Tender, the number of Shares you have tendered will be removed from your holding and placed in a “subposition” in the JB Hi-Fi Share Register. You will not be able to deal with those Shares until they have been released from the subposition. For the Shares to be released from that subposition you must withdraw or amend your tender. Accordingly, if you wish to sell any of the Shares in respect of which you have submitted a Tender, you must withdraw or amend your Tender in accordance with this booklet.

For personal use only use personal For

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JB Hi-Fi - Off-market Buy-Back Booklet 16 4 HOW THE BUY-BACK PRICE AND SUCCESSFUL TENDERS WILL BE

DETERMINED For personal use only use personal For

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4.1 HOW WILL JB HI-FI CALCULATE THE PRICE AT WHICH IT WILL BUY BACK SHARES (THE BUY-BACK PRICE)?

To work out the Buy-Back Price, JB Hi-Fi will add up the number of Shares tendered at each of the Tender Discounts, starting with Final Price Tenders and the largest Tender Discount in the Tender Discount Range (being 14%). When the number of Shares which JB Hi-Fi decides to buy back is reached, that Tender Discount will be set as the Buy-Back Discount. The Buy-Back Discount will then be applied to the Market Price to calculate the Buy-Back Price, using the following formula and rounding to the nearest cent: Buy-Back Price = Market Price x (100% - Buy-Back Discount) JB Hi-Fi will not set the Buy-Back Discount at a Tender Discount that would result in the Buy-Back Price exceeding the Deemed Market Value (see section 2.5.3 for details on how the Deemed Market Value will be calculated). JB Hi-Fi plans to announce the Market Price by 6.00pm on the Closing Date (13 May 2011). The announcement will be provided on the JB Hi-Fi website at http://www.jbhifi.com.au/buyback and the Market Price will also be available by calling the JB Hi-Fi shareholder information line on 1300 302 417 (within Australia) or +61 3 9415 4136 (outside Australia) between 8:30am and 5:30pm Monday to Friday (Melbourne time). JB Hi-Fi will announce the Buy-Back Price on the ASX on the Buy-Back Date (16 May 2011). The announcement will be provided on the JB Hi-Fi website at http://www.jbhifi.com.au/buyback and the Buy-Back Price can also be obtained by calling the JB Hi-Fi shareholder information line.

4.2 HOW WILL I KNOW IF MY TENDER HAS BEEN SUCCESSFUL?

JB Hi-Fi will make an announcement to the ASX on the Buy-Back Date in relation to the Buy-Back Price and other Buy- Back details. The announcement will be effective notice to you of JB Hi-Fi’s acceptance of valid Tenders falling within the Buy-Back details, adjusted in accordance with the terms and conditions set out in the Buy-Back Documents (including any scale back). Also on or before 20 May 2011, JB Hi-Fi will send all shareholders who have tendered Shares in the Buy-Back a statement notifying them of the number of Shares (if any) that have been bought back. Where Tenders have been successful, the notification will be accompanied by a direct credit confirmation advice or cheque for the Buy-Back proceeds as outlined in section 6.8.

4.3 IF MY TENDER IS SUCCESSFUL, HOW MUCH WILL I RECEIVE FOR MY SHARES?

All Shares successfully tendered will be bought back at the Buy-Back Price. JB Hi-Fi will pay you the Buy-Back Price for each of your Shares accepted by JB Hi-Fi in the Buy-Back even if the Tender Discount you nominated is larger than the Buy-Back Discount.

4.4 WHEN WILL MY TENDER BE SUCCESSFUL?

JB Hi-Fi will buy back Shares tendered at a Tender Discount greater than or equal to the Buy-Back Discount, and/or as Final Price Tenders. Shares tendered at a Tender Discount smaller than the Buy-Back Discount will not be bought back. If more Shares are tendered than JB Hi-Fi wants to buy back, JB Hi-Fi will use a scale back mechanism. The scale back mechanism will not apply to:

− tenders at Tender Discounts greater than the Buy-Back Discount; and/or For personal use only use personal For − final Price Tenders where the Buy-Back Discount is smaller than 14%. Where the scale back applies, it will be undertaken on a pro-rata basis after ensuring that Priority Parcels and Small Residual Holdings are bought back. When the scale back is calculated, and results in a number of Shares being bought back that includes a fraction, the actual number of Shares bought back will be rounded down to the nearest Share.

JB Hi-Fi - Off-market Buy-Back Booklet 18 19 4.5 WHAT IS A SMALL RESIDUAL HOLDING?

A Small Residual Holding occurs where you have tendered all of your Shares at a Tender Discount greater than or equal to the Buy-Back Discount, and/or as a Final Price Tender, and you would otherwise be left with 100 Shares or fewer as a result of the scale back. However, if you become the registered holder of additional shares in JB Hi-Fi after the Buy-Back Record Date and, as a result, you are the registered owner of more shares in JB Hi-Fi at the Closing Date than you held on the Buy- Back Record Date, then the scale back without the priority for any Small Residual Holding will apply to your Tender.

4.6 WHAT IS A PRIORITY PARCEL?

In the event of a scale back, JB Hi-Fi will buy back the first 250 Shares successfully tendered by each shareholder, or such lesser number of Shares that JB Hi-Fi determines to be the Priority Parcel.

4.7 How successful tenders will be determined

The following tables set out how successful Tenders will be determined. If the Buy-Back Discount is set between 8% and 13% (inclusive):

Your Tender Will it be successful? Final Price Tender. YES and it will not be subject to scale back The Tender Discount you select is greater YES and it will not be subject to scale back than the Buy-Back Discount. The Tender Discount you select is equal YES, however your Tender may be subject to the following scale back (if to the Buy-Back Discount. required): − JB Hi-Fi will buy back a Priority Parcel from each shareholder; − JB Hi-Fi will buy back any Small Residual Holdings; and − JB Hi-Fi will scale back the remaining Tenders on a pro-rata basis (fractions of Shares will be rounded down to the nearest Share) so that JB Hi-Fi does not buy back more Shares than it wishes. Your Tender Discount is smaller than the NO. Your Tender will be rejected in full and your Shares will NOT be bought Buy-Back Discount. back. You have also chosen a Minimum Price NO. Your Tender will be rejected in full and your Shares will NOT be bought and the Buy-Back Price is below that back. Minimum Price.

If the Buy-Back Discount is set at 14%:

Your Tender Will it be successful? Final Price Tender and / or the Tender YES, however, all Shares tendered as a Final Price Tender or at a 14% Discount you select is equal Tender Discount will be treated as a single Tender which may be subject to to 14%. the following scale back (if required): − JB Hi-Fi will buy back a Priority Parcel from each shareholder; − JB Hi-Fi will buy back any Small Residual Holdings; and − JB Hi-Fi will scale back the remaining Tenders on a pro-rata basis (fractions of Shares will be rounded down to the nearest Share) so that JB Hi-Fi does not buy back more Shares than it wishes. Your Tender Discount is smaller than the NO. Your Tender will be rejected in full and your Shares will NOT be bought Buy-Back Discount. back. You have also chosen a Minimum Price NO. Your Tender will be rejected in full and your Shares will NOT be bought and the Buy-Back Price is below that back.

Minimum Price. For personal use only use personal For

Multiple shareholdings and joint holders If you have more than one holding of Shares you will receive a separate Tender Form for each holding. Any scale back that applies to Shares tendered from more than one registered holding of Shares will be applied to each registered holding as if held by different persons. If you hold your Shares jointly with another person (for example, your spouse) and you have an Issuer Sponsored Holding, you must complete and return the Tender Form in accordance with the instructions for joint holdings on the Tender Form.

19 JB Hi-Fi - Off-market Buy-Back Booklet Examples of how a successful Tender will be determined Assume six shareholders tender their Shares in the Buy-Back on the basis shown in the tables below. Two scenarios are examined. Scenario 1 assumes the Buy-Back Discount is set at 11%. Scenario 2 assumes the Buy-Back Discount is set at 14%. Both scenarios assume that all shareholders are eligible for their Shares to be classified as Small Residual Holdings, and, where applicable, the pro-rata scale back is 30% (i.e. 70% of Shares otherwise successfully tendered are bought back). Scenario 1: The Buy-Back Discount is set at 11%

Small Number of Total holding Shares Tender Tender Residual Shares bought Shareholder of Shares tendered Discount successful? Holding? back Final Price 250 250 YES NO 250 1 Tender Explanation: As it is a Final Price Tender it will be accepted in full and all 250 Shares will be bought back. Final Price 300 300 YES NO 300 2 Tender Explanation: As it is a Final Price Tender it will be accepted in full and all 300 Shares will be bought back. Final Price 1,200 YES NO 1,200 Tender 2,000 800 12% YES NO 800 3 Explanation: Both Tenders will be accepted in full because the Tenders are a Final Price Tender and a Tender at a Tender Discount greater than the 11% Buy-Back Discount. A total of 2,000 Shares will be bought back. 1,000 1,000 8% NO NO 0 4 Explanation: The Tender will be rejected in full because the Tender is at a Tender Discount smaller than the 11% Buy-Back Discount. No Shares will be bought back. Final Price 2,200 YES NO 2,200 Tender 4,000 1,500 14% YES NO 1,500 300 11% YES YES 300 Explanation: The Final Price Tender and the Tender at a 14% Tender Discount will be accepted in full because the Tenders are a Final Price Tender and a Tender at a Tender Discount greater than the 11% 5 Buy-Back Discount. The Tender at an 11% Tender Discount will be accepted, however, as the Tender is at a Tender Discount equal to the 11% Buy-Back Discount, the Tender will be subject to the scale back rules. The first 250 Shares tendered will be bought back. The next 50 Shares will also be bought back in full as a Small Residual Holding because the shareholder has tendered all their shares in JB Hi-Fi and would be left with 100 Shares or fewer when the scale back is applied (i.e. 15 Shares). A total of 4,000 Shares will be bought back. 1,000 8% NO NO 0 6,000 1,000 11% YES NO 775 4,000 14% YES NO 4,000 Explanation: The Tender at an 8% Tender Discount will be rejected in full because the Tender is at a Tender Discount smaller than the 11% Buy-Back Discount.

6 The Tender at an 11% Tender Discount will be accepted, however, as the Tender is at a Tender Discount equal to the 11% Buy-Back Discount, the Tender will be subject to the scale back rules. The first 250 Shares tendered will be bought back whilst the next 750 Shares will be subject to a 30% scale back (i.e.

For personal use only use personal For 525 Shares will be bought back). The Tender at a 14% Tender Discount will be accepted in full because the Tender is at a Tender Discount greater than the 11% Buy-Back Discount. A total of 4,775 Shares will be bought back.

JB Hi-Fi - Off-market Buy-Back Booklet 20 21 Scenario 2: The Buy-Back Discount is set at 14%

Small Number of Total holding Shares Tender Tender Residual Shares bought Shareholder of Shares tendered Discount successful? Holding? back Final Price 250 250 YES NO 250 Tender 1 Explanation: The Tender will be accepted. However, as the Buy-Back Discount is set at 14% the Final Price Tender will be subject to the scale back rules. Under these rules all 250 Shares will be bought back as the first 250 Shares tendered will be accepted in full as a Priority Parcel. Final Price 300 300 YES YES 300 Tender Explanation: The Tender will be accepted. However, as the Buy-Back Discount is set at 14% the Final 2 Price Tender will be subject to the scale back rules. The first 250 Shares tendered will be bought back. The next 50 Shares will also be bought back in full as a Small Residual Holding because the shareholder has tendered all their shares in JB Hi-Fi and would be left with 100 Shares or fewer when the scale back is applied (i.e. 15 Shares). As a result, all 300 Shares will be bought back. Final Price 1,200 YES NO 915 Tender 2,000 800 12% NO NO 0 Explanation: The Final Price Tender will be accepted. However, as the Buy-Back Discount is set at 14%, the 3 Tender will be subject to the scale back rules. The first 250 Shares tendered will be bought back whilst the next 950 Shares will be subject to the 30% scale back (i.e. 665 Shares will be bought back). The Tender at a 12% Tender Discount will be rejected in full because the Tender is at a Tender Discount smaller than the 14% Buy-Back Discount. A total of 915 Shares will be bought back. 1,000 1,000 8% NO NO 4 Explanation: The Tender will be rejected in full because the Tender is at a Tender Discount smaller than the 14% Buy-Back Discount. No Shares will be bought back. Final Price 2,200 YES NO Tender 2,665 4,000 1,500 14% YES NO 300 11% NO NO 0 Explanation: The Tenders as a Final Price Tender and a 14% Tender Discount will be accepted. However, as 5 the Buy-Back Discount is set at 14%, these two Tenders will be treated as a single Tender and be subject to the scale back rules. The first 250 Shares tendered will be bought back whilst the next 3,450 Shares will be subject to the 30% scale back (i.e. 2,415 Shares will be bought back). The Tender at an 11% Tender Discount will be rejected in full because the Tender is at a Tender Discount smaller than the 14% Buy-Back Discount. A total of 2,665 Shares will be bought back. 1,000 8% NO NO 0 6,000 1,000 11% NO NO 0 4,000 14% YES NO 2,875 Explanation: The Tenders at an 8% and an 11% Tender Discount will be rejected in full because the Tenders are at Tender Discounts smaller than the 14% Buy-Back Discount. 6 The Tender at a 14% Tender Discount will be accepted because the Tender Discount is equal to the 14%

For personal use only use personal For Buy-Back Discount. However, the Tender will be subject to the scale back rules. The first 250 Shares tendered will be bought back whilst the next 3,750 Shares will be subject to the 30% scale back (i.e. 2,625 Shares will be bought back). A total of 2,875 Shares will be bought back.

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JB Hi-Fi - Off-market Buy-Back Booklet 22 5 INFORMATION

ABOUT JB HI-FI For personal use only use personal For

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5.1 SUMMARY OF RESULTS AND OUTLOOK

On 7 February 2011 JB Hi-Fi announced its 2011 half-year results for the period ended 31 December 2010. A copy of JB Hi-Fi’s half-year report is available on the JB Hi-Fi website at http://www.jbhifi.com.au. On 29 March 2011, JB Hi-Fi announced that it will pursue a restructuring of its Clive Anthonys business following a detailed review of that business. As part of this process JB Hi-Fi will book a consolidated post–tax charge of $24.8 million relating to its Clive Anthonys business in its full year 2011 results. The expected FY11 financial impact of theC live Anthonys restructure and the financing cost of the Buy-Back is summarised below:

NPAT ($m) Sales ($b) Low High Guidance issued 7 February 2011 3.0 134.0 139.0 Forecast financing cost of Buy-Back1 - (0.7) (0.7) Adjusted guidance post Buy-Back 3.0 133.3 138.3 Impact of Clive Anthonys restructure charge2 - (24.8) (24.8) Adjusted guidance post Buy-Back and Clive Anthony restructure charge 3.0 108.5 113.5

1 Post tax assuming $170m worth of shares are bought back. 2 Post tax. Announcements made by JB Hi-Fi to the ASX after the announcement of the Buy-Back may also be of interest to you and are available on the JB Hi-Fi website.

5.2 WHAT WILL BE THE IMPACT OF THE BUY-BACK ON JB HI-FI’S FINANCIAL POSITION?

The table below sets out JB Hi-Fi’s consolidated balance sheet as at 31 December 2010, assuming Shares to the value of $172.1 million are bought back. The value of Shares actually bought back will be determined by JB Hi-Fi and will vary based on the Market Price (see section 5.3) and the Buy-Back Discount. The table below does not include the impact of: • Trading results or any other events occurring in the normal course of business activity since 31 December 2010 including the payment of the interim dividend of $0.48 cents per share on 4 March 2011; or • The announced restructure of the Clive Anthonys business and resulting one off pre-tax charge of $33.4 million ($24.8 million post-tax) (announced to the ASX on Tuesday 29 March 2011, refer to ASX announcement for further details). Excerpts from JB Hi-Fi’s consolidated balance sheet as at 31 December 2010 Reported as at Adjustment for Pro-forma balances as $ million 31 December 2010 Buy-Back1 at 31 December 20104 Assets Cash and cash equivalents 180.0 180.0 Other assets 797.3 797.3 Total assets 977.3 977.3 Liabilities Interest bearing loans and borrowings1 34.6 172.1 206.7 Other liabilities 589.9 589.9

For personal use only use personal For Total Liabilities 624.5 172.1 796.6 Net assets 352.8 (172.1) 180.7 Equity Contributed capital2,3 63.6 (6.3) 57.3 Reserves 1.4 1.4 Retained earnings3 287.8 (165.8) 122.0 Total equity 352.8 (172.1) 180.7 The numbered notes for this worked example are set out on the next page.

JB Hi-Fi - Off-market Buy-Back Booklet 24 25 1 Pro-forma calculations assume the Buy-Back Price is $15.88, the number of Shares bought back is 10,834,498 and $172.1 million worth of shares are bought back. 2 Contributed capital consists of ordinary shares in JB Hi-Fi only. 3 Assuming a Buy-Back Price of $15.88, $0.58 per Share of the Buy-Back Price will be debited to share capital and the assumed balance of $15.30 per Share will be debited to accumulated profits. 4 Incidental costs of the Buy-Back have been excluded as they are not significant to the pro-forma calculation.

5.3 WHAT IMPACT WILL THE BUY-BACK PRICE HAVE ON the SIZE OF the BUY-BACK?

JB Hi-Fi had 109,340,772 Shares on issue as at 28 March 2011. The exact number of Shares bought back in the Buy-Back will not exceed 10,834,498, representing 9.91% of shares on issue. This cap has been set such that the number of shares bought back will not exceed 10% of the smallest number of votes attaching to voting shares of JB Hi-Fi on issue at any time during the 12 months before the Buy-Back Date. JB Hi-Fi intends to buy back up to 10,834,498 Shares. JB Hi-Fi retains the discretion to buy back a lesser number of Shares or no Shares at all. Assuming 10,834,498 Shares are bought back, the table below sets out the total size of the Buy-Back at different discounts, assuming a Market Price of $18.46.

Assumed Buy-Back Price($) Discount (assuming Market Price of $18.46) Size of buy-back $(m) 8% 16.98 184.0 9% 16.80 182.0 10% 16.61 180.0 11% 16.43 178.0 12% 16.24 176.0 13% 16.06 174.0 14% 15.88 172.1 The size of the Buy-Back will also vary depending on the final Market Price. For example if the final Market Price is $22.00, the Buy-Back Discount is set at 14% and 10,834,498 shares are bought back the size of the Buy-Back will be $205m.

5.4 HOW WILL THE BUY-BACK BE FUNDED?

The Buy-Back will be funded largely from JB Hi-Fi’s existing credit facilities which have been increased to fund the Buy-Back. As demonstrated in the table in section 5.2, assuming $172.1 million worth of Shares are bought back in the Buy-Back, JB Hi-Fi’s debt will increase by approximately $172.1 million and total equity will be reduced by the same amount.

5.5 WHAT WILL BE THE IMPACT OF THE BUY-BACK ON JB HI-FI’S KEY FINANCIAL INDICATORS?

The Board considers that the Buy-Back is expected to improve JB Hi-Fi’s earnings per share and return on equity. The precise effect of the Buy-Back on earnings per share and return on equity cannot be determined until the Buy-Back is finalised. Following the Buy-Back JB Hi-Fi will maintain the financial flexibility to invest in growth opportunities with conservative gearing metrics.

5.6 WHAT WILL BE THE IMPACT OF THE BUY-BACK ON JB HI-FI’S FRANKING ACCOUNT BALANCE?

The amount of franking credits that will be utilised in the Buy-Back will not be known until the Buy-Back Price and the total

For personal use only use personal For size of the Buy-Back is determined. By way of illustration, if 10,834,498 Shares are bought back in the Buy-Back at a Buy- Back Price of $15.88, approximately $71 million of franking credits would be utilised. In any event, JB Hi-Fi expects to be able to continue to fully frank its dividends for the foreseeable future. The franking account balance at 28 March 2011 was approximately $113 million.

5.7 WHAT IS THE PRICE OF SHARES IN JB HI-FI?

The price of shares in JB Hi-Fi is quoted on the ASX and can be observed (subject to certain time delays) on the ASX website at http://www.asx.com.au by reference to the JB Hi-Fi code (JBH). The price of shares in JB Hi-Fi on the ASX at market close on 28 March 2011was $18.46.

25 JB Hi-Fi - Off-market Buy-Back Booklet JB Hi-Fi’s highest and lowest market sale prices and volume weighted average price (VWAP) during each of the preceding six months were as follows:

Period Low1 High1 VWAP Sep – 2010 $20.57 $22.46 $21.57 Oct – 2010 $19.40 $21.65 $20.15 Nov – 2010 $18.34 $19.94 $19.00 Dec – 2010 $17.32 $18.95 $18.13 Jan – 2011 $17.51 $19.92 $18.77 Feb – 2011 $18.36 $19.74 $19.17 March2 – 2011 $17.32 $19.65 $18.53

1 Figures based on shares in JB Hi-Fi traded during normal ASX trading hours. 2 Up to and including 28 March 2011. Below is a graph of the performance of the price of shares in JB Hi-Fi since listing until 28 March 2011. The past performance of the price of shares in JB Hi-Fi should not be taken as an indicator of its future performance.

$25.00

$20.00

$15.00

$10.00

Price of shares in JB Hi-Fi $5.00

$0.00 Oct-03 Oct-04 Oct-05 Oct-06 Oct-07 Oct-08 Oct-09 Oct-10

Source: IRESS

The price of shares in JB Hi-Fi on the ASX may be, or may move, higher or lower than the Buy-Back Price. It may also vary significantly in the future. You may be able to sell your Shares on the ASX for a price which is higher than the Buy-Back Price, although different tax consequences may result.

5.8 WHAT WILL BE THE IMPACT OF THE BUY-BACK ON CONTROL OF JB HI-FI?

The Buy-Back is not expected to have any impact on the control of JB Hi-Fi. JB Hi-Fi’s largest substantial shareholder at 28 March 2011 held 9.4% of shares on issue.

5.9 WILL DIRECTORS and senior management PARTICIPATE IN THE BUY-BACK?

JB Hi-Fi’s Directors are entitled to participate in the Buy-Back, but the JB Hi-Fi Board has determined that all Directors and selected executives involved in implementing the Buy-Back should not participate in the Buy-Back in respect of shares held beneficially by them. Accordingly, none of the Directors or selected executives involved in implementing the Buy-Back will participate in the Buy-Back.

5.10 FORWARD LOOKING STATEMENTS

Conly use personal For ertain statements contained in this booklet, including statements in section 5.1 and statements regarding the implementation of the Buy-Back and its effect on JB Hi-Fi’s business and securities, may constitute “forward-looking statements”. JB Hi-Fi undertakes no obligation to revise the forward-looking statements included in this booklet to reflect any future events or circumstances. JB Hi-Fi’s actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include the number of Shares bought back, the Buy-Back Price and general trading and economic conditions affecting JB Hi-Fi. Further information about JB Hi-Fi, its business and factors affecting its operations is contained in JB Hi-Fi’s 2011 half year results and other reports, which can be accessed on its website at http://www.jbhifi.com.au.

JB Hi-Fi - Off-market Buy-Back Booklet 26 6 ADDITIONAL INFORMATION ABOUT THE

BUY-BACK For personal use only use personal For 6 aDDITIONAL INFORMATION ABOUT THE BUY-BACK

6.1 WHAT ARE THE IMPLICATIONS FOR SHARES BEING HELD BY TRUSTEES AND NOMINEES?

Trustees and nominees who hold Shares should inform the beneficial owners of the Shares about the Buy-Back, subject to any legal restrictions in the countries where such beneficial owners are resident and then aggregate all Tenders received from beneficial owners. It is the responsibility of trustees and nominees: (a) to complete one aggregated Tender Form on behalf of all relevant beneficial owners; and (b) not include any tender on behalf of an Excluded Foreign Person. For Issuer Sponsored Holdings, the trustee or nominee must ensure that an aggregated Tender Form is received by the Registry by 7.00pm (Melbourne time) on the Closing Date. For CHESS Holdings, the trustee or nominee will need to aggregate all Tenders received from beneficial owners and provide instructions to its controlling participant in time for the aggregated Tender to be processed by 7.00pm (Melbourne time) on the Closing Date. Any scale back that applies to Shares tendered by trustees and nominees will be performed on a registered shareholder basis.

6.2 WHAT ARE THE IMPLICATIONS FOR SHARES HELD UNDER MARGIN LENDING ARRANGEMENTS?

If you hold Shares under margin lending arrangements or if the Shares are held as security for a loan, or as ASX Clear Pty Limited collateral, you should ensure that your participation in the Buy-Back is permitted by those margin lending arrangements, that loan documentation, or by ASX Clear Pty Limited. Note that by submitting a Tender you warrant to JB Hi-Fi that when you tender your Shares for sale in the Buy-Back, and on the Buy-Back Date, the Shares are free from any mortgage, charge, lien or other encumbrance (whether legal or equitable) and from any third party rights.

6.3 CAN MY RIGHTS UNDER THE BUY-BACK BE TRANSFERRED?

No. You cannot transfer your rights under the Buy-Back. Those rights are personal to you.

6.4 WHAT IS THE EFFECT OF SUBMITTING A TENDER?

A Tender constitutes an offer to sell the tendered Shares to JB Hi-Fi on the terms and conditions set out in the Buy-Back Documents. A Tender does not, of itself, constitute a binding contract for the sale of the tendered Shares and cannot be enforced against JB Hi-Fi. JB Hi-Fi retains the absolute discretion to accept or reject any Tender, and may choose to reject all Tenders. If JB Hi-Fi accepts your Tender, a binding Buy-Back Contract is formed between you and JB Hi-Fi, and you must sell to JB Hi-Fi the number of Shares that JB Hi-Fi determines to buy back from you (which will not exceed the number of Shares you have tendered) on the terms and conditions set out in the Buy-Back Documents, including the terms and conditions below. By submitting a Tender Form, you: (a) agree to the terms and conditions set out in the Buy-Back Documents; (b) offer to sell to JB Hi-Fi on the Buy-Back Date the number of Shares nominated for sale on your Tender Form (adjusted in accordance with the terms and conditions set out in the Buy-Back Documents) at your nominated Tender Discount(s) and / or as a Final Price Tender (subject to any Minimum Price you may have chosen) subject to any scale back; (c) agree that JB Hi-Fi’s announcement to the ASX on the Buy-Back Date in relation to the Buy-Back Price and other

Buy-Back details is: For personal use only use personal For - effective notice to you of JB Hi-Fi’s acceptance of Tenders submitted by you at a Tender Discount greater than or equal to the Buy-Back Discount or as a Final Price Tender (adjusted in accordance with the terms and conditions set out in the Buy-Back Documents), which are submitted in accordance with the Buy-Back Documents (or treated by JB Hi-Fi as being so submitted), which are at a Tender Discount equivalent to a price which is not less than your Minimum Price (if you have chosen one) and which are not rejected by JB Hi-Fi; and

JB Hi-Fi - Off-market Buy-Back Booklet 28 29 - effective notice to you of JB Hi-Fi’s rejection of any Tenders submitted by you at a Tender Discount less than the Buy-Back Discount or where your Minimum Price (if you have chosen one) is greater than the Buy-Back Price; (d) agree that a Buy-Back Contract is formed for the purchase of the relevant Shares upon the Board accepting your Tender in accordance with the terms and conditions of this Buy-Back and posting an announcement to the ASX, and that the purchase of the relevant Shares is taken to occur at that time; (e) waive any requirement to receive further communication from JB Hi-Fi of its acceptance or rejection of any Tender submitted by you; (f) warrant to JB Hi-Fi that at all times after you tender your Shares for sale in the Buy-Back, and on the Buy-Back Date, you are the registered holder of the Shares that you have tendered and that they are fully paid up, free from any mortgage, charge, lien or other encumbrance (whether legal or equitable) and from any third party rights and otherwise able to be sold freely by you; (g) warrant to JB Hi-Fi that you are a person whose participation in the Buy-Back (including receipt of the Buy-Back Documents and receipt of proceeds of the sale of your Shares) is permitted under the laws of the jurisdiction in which you are resident; (h) warrant to JB Hi-Fi that you are not (nor are you acting on behalf of or for the account of) a person who is an Excluded Foreign Person and you have not distributed or sent any Buy-Back Documents to such a person; (i) authorise JB Hi-Fi (and its officers, agents or contractors) to correct any error in or omission from your Tender Form and/or your Withdrawal/Amendment Form, and to insert any missing details; (j) acknowledge that neither JB Hi-Fi nor any other party involved in the Buy-Back has provided you with financial product advice or any securities recommendation, or has any obligation to provide this advice or any securities recommendation, concerning your decision to participate in the Buy-Back or the manner of any such participation; (k) authorise JB Hi-Fi to make payment in accordance with section 6.8 of this booklet and you will be taken to have accepted the risk associated with the payment; (l) undertake not to sell, or offer to sell, Shares to any other person if, as a result, you will at any time after submission of your Tender until the Buy-Back Date hold fewer Shares than the number of Shares you have tendered; (m) agree that damages are not an adequate remedy for breach of the covenants, undertakings, agreements and warranties in the Buy-Back Documents; and (n) undertake that if you breach any of the covenants, undertakings, agreements or warranties in the Buy-Back Documents you will indemnify JB Hi-Fi for all its liabilities, damages, losses, costs and expenses arising from the breach. You will be taken to have submitted a Tender when the Registry receives: - if you have an Issuer Sponsored Holding, your signed and validly completed Tender Form; or - if you have a CHESS Holding, your Tender Form from your Controlling Participant through CHESS.

6.5 WHAT ARE JB HI-FI’S RIGHTS TO ACCEPT OR REJECT TENDERS AND TENDER FORMS?

At any time, JB Hi-Fi may (at its absolute discretion): (a) accept or reject any Tender or Tender Form; and (b) accept or reject a Tender not made on the terms and conditions set out in the Buy-Back Documents, or a Tender Form not submitted in accordance with the procedures set out in the Buy-Back Documents. JB Hi-Fi may do each of these things in relation to all, or some of, the Tenders or the Tender Forms it receives, in its absolute discretion.

For personal use only use personal For 6.6 WHAT ARE JB HI-FI’S RIGHTS TO VARY DATES AND TIMES OR TERMINATE THE BUY-BACK?

JB Hi-Fi may, in its absolute discretion, vary the dates and times of or terminate the Buy-Back at any time on or before the time JB Hi-Fi enters into Buy-Back Contracts by making an announcement to that effect to the ASX (without otherwise notifying any shareholder). Any such change will be taken to amend this booklet (and the other Buy-Back Documents accordingly).

29 JB Hi-Fi - Off-market Buy-Back Booklet 6.7 WHAT ARE JB HI-FI’S RIGHTS TO ADJUST TENDERS?

JB Hi-Fi may, in its absolute discretion and at any time, deem any Tender it receives to be a valid Tender, disregard any Tender it believes should be disregarded and may waive any or all of the requirements for making, amending or withdrawing a Tender. It may do each of these things in relation to some, all or any number of Tenders it receives. If you are an Eligible Shareholder, you are entitled to tender in the Buy-Back the lesser of: − the number of Shares registered in your name on the Buy-Back Record Date (and which, in accordance with the ASTC Settlement Rules, confer an entitlement to participate in the Buy-Back); and − the number of Shares you hold on the Closing Date, (your “Entitled Shares”). If you sell, offer to sell or otherwise transfer any Shares after you submit a Tender, and at the Buy-Back Date you do not hold at least the number of Shares you have successfully tendered, JB Hi-Fi may, in its absolute discretion, reject your Tender (in whole or in part) or treat your Tender as if you had tendered the number of Shares held by you as at the Closing Date. If you submit one Tender and it is more than your Entitled Shares and JB Hi-Fi accepts your Tender, JB Hi-Fi will buy back only the number of your Entitled Shares (subject to any scale back). If you submit more than one Tender and, in aggregate, you have tendered more than your Entitled Shares, JB Hi-Fi will buy back only the number of your Entitled Shares (subject to any scale back) in the following order of priority: (a) first, buy back your Entitled Shares tendered at the largest Tender Discount which is greater than or equal to the Buy-Back Discount (and which are not excluded by the specification of a Minimum Price which is higher than the Buy-Back Price); (b) next, buy back your Entitled Shares tendered at the next largest Tender Discount which is greater than or equal to the Buy-Back Discount (and which are not excluded by the specification of a Minimum Price which is higher than the Buy-Back Price); and (c) repeat this process until all of your Entitled Shares tendered at Tender Discounts greater than or equal to the Buy- Back Discount (and which are not excluded by the specification of a Minimum Price which is higher than the Buy- Back Price) are bought back. A Final Price Tender will be treated as a Tender at the largest Tender Discount in the Tender Discount Range for the purposes of this procedure. If a Tender Form has more than one Minimum Price selected, then the Tender will be taken to be conditional on the highest selected Minimum Price.

6.8 HOW WILL THE BUY-BACK PROCEEDS BE PAID?

JB Hi-Fi will pay you the Buy-Back Price for each of your Shares that are bought back (however JB Hi-Fi will not buy back Shares from any Excluded Foreign Person or if it is otherwise prohibited from doing so). If you have a direct credit authority on your Shares recorded by the Registry at 7.00pm (Melbourne time) on the Closing Date (13 May 2011), all proceeds due to you under the Buy-Back will be credited to your nominated account. In all other cases, you will be sent a cheque for the Buy-Back proceeds in Australian dollars to your address as recorded by the Registry at 7:00pm (Melbourne time) on the Closing Date (13 May 2011). Payments to those accounts and the despatch of cheques to those addresses will satisfy JB Hi-Fi’s obligations to pay for any Shares bought back.

6.9 CAN I TRADE MY SHARES AFTER I SUBMIT A TENDER?

Once you have tendered Shares in the Buy-Back, you must not:

(a) sell or offer to sell those Shares; For personal use only use personal For (b) convert those Shares from an Issuer Sponsored Holding to a CHESS Holding or vice versa; or (c) move those Shares between CHESS Holdings (for example, by changing your Controlling Participant). Once you have submitted a Tender, you will not be able to successfully deal with those Shares until those Shares are

JB Hi-Fi - Off-market Buy-Back Booklet 30 31 released from the lock which is placed on them, which release will occur as soon as practicable after the Buy-Back Date (except for Shares which have been bought back). For Shares to be released before the Buy-Back Date you must withdraw or amend your Tender. It should be noted that withdrawals and amendments may not take immediate effect.

6.10 CAN I STILL VOTE AFTER I SUBMIT A TENDER?

You will still be entitled to vote after you tender your Shares in the Buy-Back (in accordance with the voting rights attached to those Shares) at any JB Hi-Fi shareholder’s meeting that is held on or before the Closing Date. Presently, no such meetings are anticipated by JB Hi-Fi.

6.11 ASIC RELIEF

ASIC has granted JB Hi-Fi an exemption under subsection 257D(4) of the Corporations Act. This exemption permits JB Hi-Fi: − to conduct the Buy-Back similarly to the conduct of an equal access buy-back in accordance with Division 2 of Part 2J.1 of the Corporations Act; − to use the scale back mechanism described in section 4.4; − to invite all shareholders (other than Excluded Foreign Persons) to offer to sell Shares in accordance with the terms and conditions set out in the Buy-Back Documents rather than JB Hi-Fi offering to buy back such Shares; − invite shareholders with 250 Shares or fewer to offer to sell Shares only if they submit one Tender for all of their Shares at either a specified Tender Discount in the Tender Discount Range or as a Final Price Tender; and − not to accept any Tender received from an Excluded Foreign Person provided that certain conditions are met, including that the Buy-Back Price is calculated by applying the Tender Discount selected by JB Hi-Fi to the Market Price and that Eligible Shareholders are permitted to lodge a Tender conditional on a Minimum Price.

6.12 ASX RELIEF

ASX has granted JB Hi-Fi a waiver from Listing Rule 3.8A to permit JB Hi-Fi to lodge an Appendix 3F at least half an hour before the commencement of trade on the second business day after the Closing Date.

6.13 SHAREHOLDERS LOCATED IN THE UNITED STATES

If you are a shareholder located in the United States, you should be aware that the disclosure requirements regarding the Buy-Back are different from the requirements that would apply if the Buy-Back was for shares of a United States company. Furthermore, because all of JB Hi-Fi’s Directors and executive officers reside outside the United States and substantially all of the assets of these persons and of JB Hi-Fi are located outside the United States, it may not be possible for shareholders to effect service of process within the United States upon such persons or to enforce against them judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States.

6.14 Warning for SHAREHOLDERS LOCATED IN HONG KONG

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Buy-Back. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. This document does not constitute an advertisement, invitation or document containing an advertisement or invitation falling within the meaning of section 103 of the Securities and Futures Ordinance. The document is for the exclusive use of the shareholders of JB Hi-Fi in connection with the Buy-Back, and no steps have been taken to register or seek authorisation for

For personal use only use personal For the issue of this document in Hong Kong. This document is confidential to the person to whom it is addressed and must not be distributed, published, reproduced or disclosed (in whole or in part) by JB Hi-Fi’s shareholders to any other person in Hong Kong or used for any purpose in Hong Kong other than in connection with JB Hi-Fi’s shareholders’ consideration of the Buy-Back.

31 JB Hi-Fi - Off-market Buy-Back Booklet 6.15 SHAREHOLDERS LOCATED IN THE UNITED KINGDOM

This booklet and its contents is directed solely at (i) existing shareholders of JB Hi Fi falling within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”) and (ii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons being “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this communication. In the context of the Buy-Back no transferable securities are being offered to you. Accordingly, neither this booklet nor any accompanying letter or any other document have been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000(FSMA)) has been published or is intended to be published in respect of the Buy-Back.

6.16 PRIVACY

JB Hi-Fi is carrying out the Buy-Back in accordance with the Corporations Act. This involves the collection of personal information contained in Tender Forms to enable JB Hi-Fi to process your Tender. If you do not provide this information, JB Hi-Fi may be hindered in, or prevented from, processing your Tender. The personal information collected by JB Hi-Fi will only be disclosed to Computershare Investor Services in its capacity as JB Hi-Fi’s share registry, to a print and mail service provider, to JB Hi-Fi’s advisers in relation to the Buy-Back and to financial institutions in respect of payments to you in connection with the Buy-Back, or as required or authorised by law. If you wish to access the individual information collected by JB Hi-Fi in relation to your shareholding, please write to JB Hi-Fi, c/- of Computershare Investor Services at the mailing address set out in the Tender Form.

6.17 APPLICABLE LAW

The Tender and any Buy-Back Contract generally are governed by the laws of Victoria, Australia.

6.18 STAMP DUTY

Stamp duty will not be payable on the cancellation of your Shares following acceptance of your Tender(s). For personal use only use personal For

JB Hi-Fi - Off-market Buy-Back Booklet 32 7 DEFINITIONS AND

INTERPRETATION For personal use only use personal For 7. DEFINITIONS AND INTERPRETATION

7.1 DEFINITIONS

In the Buy-Back Documents, unless the context otherwise requires: ASIC means the Australian Securities and Investments Commission. ASTC means ASX Settlement Pty Ltd (ABN 49 008 504 532), the securities clearing house of ASX. ASX means ASX Limited (ABN 98 008 624 691) or the market it operates. ASX Market Rules means the rules that form part of the operating rules of ASX for the purposes of the Corporations Act. ATO means the Australian Taxation Office. Board means the Board of Directors of JB Hi-Fi. Buy-Back means the buy-back of Shares by way of an off-market tender process as set out in the Buy-Back Documents. Buy-Back Contract means the contract formed on the Buy-Back Date between the shareholder and JB Hi-Fi if JB Hi-Fi accepts that shareholder’s Tender. Buy-Back Date means the date and time JB Hi-Fi announces to ASX the Buy-Back Price, the total number of Shares to be bought back and the details of any scale back. Buy-Back Discount means the discount to be selected by JB Hi-Fi, being the largest discount in the Tender Discount Range which will enable JB Hi-Fi to buy back the number of Shares that it determines to buy back and which will result in a Buy-Back Price that is no greater than the Deemed Market Value. Buy-Back Documents means this booklet, the Tender Form and the Withdrawal/Amendment Form. Buy-Back Price means the price at which JB Hi-Fi will buy back Shares from Tenders it accepts in the Buy-Back, rounded to the nearest cent. This price is determined by applying the Buy-Back Discount to the Market Price. Buy-Back Record Date means the date of determination of shareholders entitled to participate in the Buy-Back. CHESS means the Clearing House Electronic Subregister System. CHESS Holder means a holder of a CHESS Holding. CHESS Holding means a holding of Shares on the CHESS subregister of JB Hi-Fi. CGT means capital gains tax. Closing Date means 13 May 2011, or such later date as announced by JB Hi-Fi. Corporations Act means the Corporations Act 2001 (Cth). Deemed Market Value for the purposes of the Buy-Back has the meaning given to it in section 2.5.3. Eligible Shareholder means any person with Shares registered in their name on the Buy-Back Record Date, and which, in accordance with the ASTC Settlement Rules, confer an entitlement to participate in the Buy-Back, except for Excluded Foreign Persons and any other persons precluded for any reason specified in the Buy-Back Documents from participating in the Buy-Back. Entitled Shares means the lesser of: (a) the number of Shares registered in a shareholder’s name on the Buy-Back Record Date (and which, in accordance with the ASTC Settlement Rules, confer an entitlement to participate in the Buy-Back); and (b) the number of Shares the shareholder holds on the Closing Date. Excluded Foreign Person means any person holding Shares: (a) to whom JB Hi-Fi would be prohibited from paying money pursuant to:

only use personal For (i) the Banking (Foreign Exchange) Regulations 1959 (Cth); or (ii) Regulations made under the Charter of the United Nations Act 1945 (Cth) imposing financial sanctions including the Charter of the United Nations (Dealings with Assets) Regulations 2008 (Cth); or; (iii) any other act, rule or regulation prohibiting JB Hi-Fi from making payments to foreign persons; (b) with a registered address outside, or persons to the extent they are holding for the account of persons in jurisdictions outside, Australia, New Zealand, the United Kingdom, the United States or Hong Kong where it would be either:

JB Hi-Fi - Off-market Buy-Back Booklet 34 35 (i) illegal under the laws of that jurisdiction to make an invitation to the holder to participate in the Buy-Back; or (ii) unreasonable to make an invitation to the holder residing in that jurisdiction having regard to each of the following: (1) the number of holders in that jurisdiction; (2) the number and the value of the JB Hi-Fi Shares held by holders in that jurisdiction; and (3) the cost of complying with the legal requirements and the requirements of any relevant regulatory authority applicable to making the invitation in that jurisdiction; or (c) whose participation in the Buy-Back is not permitted under the laws of the jurisdiction in which they are a resident. Ex-Entitlement Date means 1 April 2011, on or after which Shares acquired on ASX will not confer an entitlement to participate in the Buy-Back. Final Price Tender means a Tender in which the shareholder elects to receive the Buy-Back Price as determined by JB Hi-Fi in accordance with the Buy-Back process. Issuer Sponsored Holder means a holder of an Issuer Sponsored Holding. Issuer Sponsored Holding means a holding of Shares on the issuer sponsored subregister of JB Hi-Fi. JB Hi-Fi means JB Hi-Fi Limited (ABN 80 093 220 136). Market Price means the VWAP of Shares on ASX over the five trading days up to and including the Closing Date, calculated to four decimal places, as determined by JB Hi-Fi and announced at or before 6.00pm (Melbourne time) on the Closing Date (13 May 2011). Minimum Price means one of the specified minimum prices on the Tender Form which a shareholder may select in order for their Tender to be conditional upon the Buy-Back Price being no less than that amount. Priority Parcel means 250 Shares or such lesser number of Shares as is required to ensure that JB Hi-Fi is able to buy back only the number of Shares it determines to buy back. Registry means Computershare Investor Services Pty Limited, in their capacity as agent of JB Hi-Fi’s Share Register. Settlement Rules means the ASTC settlement rules as amended from time to time. Shares means fully paid ordinary shares in the capital of JB Hi-Fi on issue as at the Buy-Back Record Date. Small Residual Holding means a holding of Shares which occurs where a shareholder has tendered all of its Shares at a Tender Discount greater than or equal to the Buy-Back Discount and/or as a Final Price Tender and is left with 100 Shares or fewer as a result of the scale back described in the Buy-Back Documents, provided that the shareholder is not the registered holder of more fully paid ordinary shares in JB Hi-Fi as at the Closing Date than were held by it as at the Buy-Back Record Date. Tender means a shareholder’s offer to sell nominated Shares back to JB Hi-Fi at a specified Tender Discount or as a Final Price Tender and on the terms and conditions set out in the Buy-Back Documents as amended in accordance with the procedures set out in this booklet. Tender Discount means one of the specified discounts to the Market Price within the Tender Discount Range. Tender Discount Range means the range of Tender Discounts (from 8% to 14% inclusive, at 1% intervals as set out on the Tender Form) at which shareholders can submit Tenders. Tender Form means the form of offer by a shareholder to sell its nominated Shares to JB Hi-Fi, which is enclosed with this booklet and includes a Tender Form amended in accordance with the procedures set out in the Buy-Back Documents. Tender Period means the period within which shareholders may lodge, withdraw or amend a Tender in accordance with the Buy-Back Documents. VWAP means the volume weighted average price of shares traded on ASX excluding any transactions defined in the ASX Market Rules as special crossings, crossings prior to the commencement of the open session state, any overseas trades or trades pursuant to the exercise of options over shares and any overnight crossings or other trades that JB Hi-Fi determines to exclude on the basis that the trades are not fairly reflective of natural supply and demand.

For personal use only use personal For Withdrawal/Amendment Form means the form entitled ‘Tender Withdrawal/Amendment Form’ which was mailed to you with the Buy-Back Booklet and is required to withdraw or amend a previously submitted Tender. To obtain an additional Withdrawal/Amendment Form, please download it from JB Hi-Fi’s website http://www.jbhifi.com.au/buyback or phone the JB Hi-Fi shareholder information line on 1300 302 417 (within Australia) or +61 3 9415 4136 (outside Australia) between 8:30am and 5:30pm Monday to Friday (Melbourne time). you or shareholder means a holder of Shares.

35 JB Hi-Fi - Off-market Buy-Back Booklet 7.2 Interpretation

In the Buy-Back Documents, unless the context otherwise requires: − the singular includes the plural, and vice versa; − words importing one gender include other genders; − other parts of speech and grammatical forms of a word or phrase defined in this booklet have a corresponding meaning; − terms used in the Buy-Back Documents and defined in the Corporations Act have the meanings given to them in the Corporations Act; − “including” or “includes” are not words of limitation; − a reference to currency is to Australian dollars; and − a reference to time is to Melbourne time.

The postal acceptance rule does not apply to Tenders. For personal use only use personal For

JB Hi-Fi - Off-market Buy-Back Booklet 36 WITHDRAWAL/ AMENDMENT

form For personal use only use personal For For personal use only use personal For

This page is intentionally left blank

JB Hi-Fi - Off-market Buy-Back Booklet 38 Tender Withdrawal/Amendment Form THIS DOCUMENT IS IMPORTANT. IF YOU DO NOT UNDERSTAND IT PLEASE CONSULT YOUR PROFESSIONAL ADVISER. JB Hi-Fi Limited Please refer to the instructions on the back of this form. ABN 80 093 220 136 Tick one box only. One box must be completed.

Please insert your name and address details Withdrawal: I/we withdraw my/our previous Tender(s) in accordance with the Buy-Back booklet (complete Box F only).

OR Amendment: I/we withdraw my/our previous Tender(s) in accordance with the Buy-Back booklet and wish to submit a replacement Tender(s) as set out below (complete Boxes A to G). Please insert your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) A Insert the number of Shares you can tender as at 7 April 2011

I/we tender the following Shares to JB Hi-Fi Limited at the specified Tender Discount(s) and/or as a Final Price Tender, on the terms and conditions set out in the Buy-Back Documents:

B Insert the number of Shares (if any) you as a FINAL PRICE TENDER wish to tender as a Final Price Tender. C Insert the number of Shares (if any) you wish to at a 14% Tender Discount tender next to the Tender Discount(s) at which you wish to tender those Shares. at a 13% Tender Discount If you hold 250 Shares or less, you may only submit one Tender in respect of all of your Shares and such at a 12% Tender Discount a Tender must be at one of the specified Tender Discounts or as a Final Price Tender. at an 11% Tender Discount

at a 10% Tender Discount

at a 9% Tender Discount

at an 8% Tender Discount

D TOTAL NUMBER OF SHARES TENDERED The number of Shares in Box Add up the number of Shares in Boxes B and C D must not be more than the and write that number in Box D. number in Box A.

E Please provide your contact details in case we need to speak to you about your Withdrawal/Amendment Form:

/ / Contact Name Contact Daytime Telephone Date F Please sign within the appropriate boxes below. By signing this form you confirm that you have read the terms and conditions of the Buy-Back and you agree to the matters in Section 6.4 of the Buy-Back booklet and on the reverse of this form. Individual or Joint Shareholder 1 Joint Shareholder 2 Joint Shareholder 3

For personal use only use personal For Sole Director and Sole Company Secretary Director/Company Secretary Director

G THIS BOX G IS OPTIONAL - EITHER LEAVE IT BLANK OR TICK ONE MINIMUM PRICE ONLY: You should only tick a Minimum Price if you wish to make your Tender conditional on the Buy-Back Price being no less than one of the following prices. You will not receive less than this amount for your Shares, however your Shares will not be bought back if the Minimum Price you tick is higher than the Buy-Back Price. A$14.50 A$15.50 A$16.50

This page is intentionally left blank WITHDRAWAL / AMENDMENT FORMS MUST BE RECEIVED BY 7.00PM (MELBOURNE TIME) ON FRIDAY, 13 MAY 2011 IN ACCORDANCE WITH THE INSTRUCTIONS ON THE REVERSE OF THIS FORM

JBH 2TAF 128216_012RVK JB Hi-Fi Limited ABN 80 093 220 136

Withdrawing or Amending your Tender(s) Shareholders who have tendered their Shares into the Buy-Back and who now wish to either withdraw or amend their Tender(s) must lodge this Withdrawal/Amendment Form. How to complete the Withdrawal/Amendment Form The instructions below are cross-referenced to the relevant section of this form. Defined terms have the same meaning as in the Buy-Back booklet. Please complete the form using black ink only. Mark only one of the two boxes: Withdrawal – Tick the “Withdrawal” Box if you wish to or Amendment – Tick the “Amendment” Box if you withdraw your previous Tender(s) and you do not wish to submit wish to amend your previous Tender(s) and submit a new a new replacement Tender(s). Please complete Box F. replacement Tender(s). Please complete Box A through to Box G. A Insert the total number of Shares registered in your name as at 7 April 2011 that confer an entitlement to participate in the Buy-Back. If you wish to participate in the Buy-Back, you can offer to sell some or all of these Shares to JB Hi-Fi Limited by ticking the Amendment box and following the instructions set out below. If you need to check the total number of Shares you may tender into the Buy-Back, please call the JB Hi-Fi shareholder information line on 1300 302 417 (within Australia) or +61 3 9415 4136 (from outside Australia).

B Final Price Tender C Tender Discount Insert the number of Insert the number of Shares (if any) you wish to tender at the specified Tender Discount. You may offer to sell Shares (if any) you AND/OR parcels of Shares at up to 7 different specified Tender Discounts. Each parcel is treated as a separate Tender. wish to tender as a If you hold 250 Shares or less, you may only submit one Tender in respect of all of your Shares and the Tender Final Price Tender. must be at one of the specified Tender Discounts or as a Final Price Tender. If you hold more than 250 Shares, you may tender different parcels of Shares at one or more Tender Discounts and/or as a Final Price Tender. However, you must tender a minimum of 250 Shares in aggregate.

D After indicating the number of Shares you wish to tender as a Final Price Tender (Box B) and/or at a specified Tender Discount(s) (Box C), you need to add up the number of Shares in Boxes B and C and write the total in Box D. Note that the number of Shares in Box D must not be more than the number of Shares in Box A. If the number of Shares in Box D is more than the number of Shares in Box A, you will be deemed to have offered only the number of Shares shown in Box A and, if you have selected more than one Tender Discount and/or a Final Price Tender, your Tender will be adjusted in the manner set out in Section 6.7 of the Buy-Back booklet. E Please provide your contact details in case we need to speak to you about your Withdrawal/Amendment Form. F You must sign this form in Box F. By signing and returning this Withdrawal/Amendment Form, you acknowledge that you have read and understood the Buy-Back booklet and agree to withdraw your Tender or agree to amend your Tender and agree to, and make an offer to, sell your Shares on the terms and conditions set out in the Buy-Back Documents (including the warranties, authorisations and undertakings set out in Section 6.4 of the Buy-Back booklet). Individual holders Where a holding is in one name, the registered shareholder must sign. Joint holders All holders must sign. Under Power of Attorney If not already noted by the Registry, an originally certified copy of the power of attorney must be sent to the Registry. Where this form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death of the donor of the power. Deceased Estate All executors should sign and, if not already noted by the Registry, send an originally certified copy of probate or letters of administration to the Registry. Company This form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director. If you are amending your Tender, by signing this Tender Form you confirm that you are not an Excluded Foreign Person as defined in the Buy-Back booklet.

G BOX G IS OPTIONAL – EITHER LEAVE IT BLANK OR TICK ONE MINIMUM PRICE ONLY: You should only tick a Minimum Price if you wish to make your Tender conditional on the Buy-Back Price being no less than one of the specified prices. You will not be paid less than this amount for your Shares, however if the Minimum Price you select is higher than the Buy-Back Price your Shares will not be bought back. If you complete Box G, you must also complete Box B and/or Box C. Tick no more than one Minimum Price in Box G – if you tick more than one Minimum Price, your Tender will be deemed to be conditional on the highest Minimum Price that you have specified.

Payment for Shares bought back JB Hi-Fi Limited expects to despatch payment for Shares bought back no later than 20 May 2011. Submitting your Withdrawal/Amendment Form JBH CHESS Holdings Issuer Sponsored Holdings You will need to contact your controlling Your completed Withdrawal/Amendment Form must be received no later than 7.00pm (Melbourne time) participant (usually your broker) in sufficient on 13 May 2011. time for your controlling participant to By mail: process your Withdrawal/Amendment Form JB Hi-Fi Limited Off-market buy-back

no lateronly use personal For than 7.00pm (Melbourne time) on C/o Computershare Investor Services Pty Limited 13 May 2011. Do not send GPO Box 52 your Withdrawal/Amendment Form to MELBOURNE VIC 3001 the Registry. AUSTRALIA

This Withdrawal/Amendment Form relates to the JB Hi-Fi Limited Buy-Back booklet dated 1 April 2011 and should be read in conjunction with that booklet. If you require further information on how to complete this form please contact the JB Hi-Fi shareholder information line on 1300 302 417 (within Australia) or +61 3 9415 4136 (from outside Australia). WITHDRAWAL/AMENDMENT FORMS MUST BE RECEIVED BY 7.00PM (MELBOURNE TIME) ON FRIDAY, 13 MAY 2011.

128216_012RVK CORPORATE DIRECTORY

Registered Office of JB Hi-Fi Limited

Level 4, Office Tower 2 Chadstone Shopping Centre 1341 Dandenong Road Chadstone VIC 3148

Share Registry

Computershare Investor Services Pty Limited 452 Johnston St, Abbotsford, VIC Melbourne VIC 3067

Financial Adviser

Macquarie Capital Advisers Limited 101 Collins Street Melbourne VIC 3000

Legal Adviser

Baker & McKenzie Level 19, CBW 181 William Street

Melbourne VIC 3000 For personal use only use personal For Financial Adviser

Legal Adviser For personal use only use personal For Tender Form - Issuer Sponsored Holders

THIS DOCUMENT IS IMPORTANT. IF YOU DO JB Hi-Fi Limited NOT UNDERSTAND IT PLEASE CONSULT YOUR ABN 80 093 220 136 PROFESSIONAL ADVISER. If you do not wish to participate in the Buy-Back do not return this form. 000001 000 1301011221012102012221332120133322113 Please refer to the instructions on the back of this form. SAM MR JOHN SAMPLE FLAT 123 SAMPLE STREET Securityholder Reference Number (SRN) SAMPLE STREET SAMPLE STREET SAMPLETOWN VIC 3030 *I1234567890* i 1234567890 IND

Please complete the following using black ink only

I/we tender the following Shares to JB Hi-Fi Limited at the specified Tender Discount(s) A Shares you can tender and/or as a Final Price Tender, on the terms and conditions set out in the Buy-Back as at 7 April 2011 Documents: B Insert the number of Shares (if any) you as a FINAL PRICE TENDER wish to tender as a Final Price Tender. C Insert the number of Shares (if any) you wish to at a 14% Tender Discount tender next to the Tender Discount(s) at which you wish to tender those Shares. at a 13% Tender Discount If you hold 250 Shares or less (as shown in Box A), you may only submit one Tender in respect of all of at a 12% Tender Discount your Shares and such a Tender must be at one of the specified Tender Discounts or as a Final Price Tender. at an 11% Tender Discount

at a 10% Tender Discount

at a 9% Tender Discount

at an 8% Tender Discount

D TOTAL NUMBER OF SHARES TENDERED The number of Shares in Box Add up the number of Shares in Boxes B and C and D must not be more than the write that number in Box D. number in Box A.

E Please provide your contact details in case we need to speak to you about your Tender: / / Contact Name Contact Daytime Telephone Date

F Please sign within the appropriate boxes below. By signing this form you confirm that you have read the terms and conditions of the Buy-Back and you agree to the matters in Section 6.4 of the Buy-Back booklet and on the reverse of this form. Individual or Joint Shareholder 1 Joint Shareholder 2 Joint Shareholder 3

For personal use only use personal For Sole Director and Sole Company Secretary Director/Company Secretary Director

G THIS BOX G IS OPTIONAL - EITHER LEAVE IT BLANK OR TICK ONE MINIMUM PRICE ONLY: You should only tick a Minimum Price if you wish to make your Tender conditional on the Buy-Back Price being no less than one of the following prices. You will not receive less than this amount for your Shares, however your Shares will not be bought back if the Minimum Price you tick is higher than the Buy-Back Price. A$14.50 A$15.50 A$16.50

TENDER FORMS MUST BE RECEIVED BY THE REGISTRY BY 7.00PM (MELBOURNE TIME) ON FRIDAY, 13 MAY 2011

JBH 2TIF 916CRP0058_v8 JB Hi-Fi Limited ABN 80 093 220 136

How to complete this Tender Form The instructions below are cross-referenced to the relevant section on the front of this form. Defined terms have the same meaning as in the Buy-Back booklet. Please complete the form using black ink only. A This is the total number of Shares registered in your name as at 7 April 2011 that confer an entitlement to participate in the Buy-Back. If you wish to participate in the Buy-Back, you can offer to sell some or all of these Shares to JB Hi-Fi Limited (by following the instructions set out below).

B Final Price Tender C Tender Discount Insert the number of Insert the number of Shares (if any) you wish to tender at the specified Tender Discount. You may offer to sell Shares (if any) you AND/OR parcels of Shares at up to 7 different specified Tender Discounts. Each parcel is treated as a separate Tender. wish to tender as a If you hold 250 Shares or less, you may only submit one Tender in respect of all of your Shares and the Tender Final Price Tender. must be at one of the specified Tender Discounts or as a Final Price Tender. If you hold more than 250 Shares, you may tender different parcels of Shares at one or more Tender Discounts and/or as a Final Price Tender. However, you must tender a minimum of 250 Shares in aggregate. D After indicating the number of Shares you wish to tender as a Final Price Tender (Box B) and/or at a specified Tender Discount(s) (Box C), you need to add up the number of Shares in Boxes B and C and write the total in Box D. Note that the number of Shares in Box D must not be more than the number of Shares in Box A. If the number of Shares in Box D is more than the number of Shares in Box A, you will be deemed to have offered only the number of Shares shown in Box A and, if you have selected more than one Tender Discount and/or a Final Price Tender, your Tender will be adjusted in the manner set out in Section 6.7 of the Buy-Back booklet.

E Please provide your contact details in case we need to speak to you about your Tender Form.

F ­­You must sign this form in Box F. By signing and returning this Tender Form, you acknowledge that you have read and understood the Buy-Back booklet and agree to, and make an offer to, sell your Shares on the terms and conditions set out in the Buy-Back Documents (including the warranties, authorisations and undertakings set out in Section 6.4 of the Buy-Back booklet). Individual holders Where a holding is in one name, the registered shareholder must sign. Joint holders All holders must sign. Under Power of Attorney If not already noted by the Registry, an originally certified copy of the power of attorney must be sent to the Registry. Where this form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death of the donor of the power. Deceased Estate All executors should sign and, if not already noted by the Registry, send an originally certified copy of probate or letters of administration to the Registry. Company This form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director. By signing this Tender Form you confirm that you are not an Excluded Foreign Person as defined in the Buy-Back booklet.

G BOX G IS OPTIONAL – EITHER LEAVE IT BLANK OR TICK ONE MINIMUM PRICE ONLY: You should only tick a Minimum Price if you wish to make your Tender conditional on the Buy-Back Price being no less than one of the specified prices. You will not be paid less than this amount for your Shares, however if the Minimum Price you select is higher than the Buy-Back Price your Shares will not be bought back. If you complete Box G, you must also complete Box B and/or Box C. Tick no more than one Minimum Price in Box G – if you tick more than one Minimum Price, your Tender will be deemed to be conditional on the highest Minimum Price that you have specified.

Payment for Shares bought back JB Hi-Fi Limited expects to despatch payment for Shares bought back no later than 20 May 2011. Submitting your Tender Form Send your completed and signed Tender Form or, if mailing in Australia, use the enclosed reply-paid envelope so that your Tender Form is received no later than 7.00pm (Melbourne time) on 13 May 2011. By mail JB Hi-Fi Limited Off-market buy-back

C/o Computershare Investor Services Pty Limited JBH GPO Box 52 MELBOURNE VIC 3001 AUSTRALIA

This Tender Form relates to the JB Hi-Fi Limited Buy-Back booklet dated 1 April 2011 and should be read in conjunction with that booklet.

If you require further information on how to complete this form please contact the JB Hi-Fi shareholder For personal use only use personal For information line on 1300 302 417 (within Australia) or +61 3 9415 4136 (from outside Australia). Tender Forms must be received by THE REGISTRY BY 7.00PM (MELBOURNE Time) on Friday, 13 May 2011.

916CRP0058_v8 Tender Form - CHESS Holders THIS DOCUMENT IS IMPORTANT. IF YOU DO NOT UNDERSTAND IT PLEASE CONSULT YOUR PROFESSIONAL ADVISER. If you wish to participate in the Buy-Back, you must instruct your controlling participant (normally your broker) to submit your Tender(s), for your Tender(s) JB Hi-Fi Limited to be effective. ABN 80 093 220 136 Do NOT return this form to the Registry. Please refer to the instructions on the back of this form. 000001 Controlling CHESS participant as at 7 April 2011 000 1301011221012102012221332120133322113 SAM MR JOHN SAMPLE FLAT 123 SAMPLE STREET Holder Identification Number (HIN) SAMPLE STREET SAMPLE STREET SAMPLETOWN VIC 3030 *I1234567890* X 1234567890 IND

Please complete the following using black ink only

I/we tender the following Shares to JB Hi-Fi Limited at the specified Tender Discount(s) A Shares you can tender and/or as a Final Price Tender, on the terms and conditions set out in the Buy-Back as at 7 April 2011 Documents: B Insert the number of Shares (if any) you as a FINAL PRICE TENDER wish to tender as a Final Price Tender. C Insert the number of Shares (if any) you wish to at a 14% Tender Discount tender next to the Tender Discount(s) at which you wish to tender those Shares. at a 13% Tender Discount If you hold 250 Shares or less (as shown in Box A), you may only submit one Tender in respect of all of at a 12% Tender Discount your Shares and such a Tender must be at one of the specified Tender Discounts or as a Final Price Tender. at an 11% Tender Discount

at a 10% Tender Discount

at a 9% Tender Discount

at an 8% Tender Discount

D TOTAL NUMBER OF SHARES TENDERED The number of Shares in Box Add up the number of Shares in Boxes B and C and D must not be more than the write that number in Box D. number in Box A.

E Please provide your contact details in case we need to speak to you about your Tender: / / Contact Name Contact Daytime Telephone Date

F Please sign within the appropriate boxes below. By signing this form you confirm that you have read the terms and conditions of the Buy-Back and you agree to the matters in Section 6.4 of the Buy-Back booklet and on the reverse of this form. Individual or Joint Shareholder 1 Joint Shareholder 2 Joint Shareholder 3

For personal use only use personal For Sole Director and Sole Company Secretary Director/Company Secretary Director

G THIS BOX G IS OPTIONAL - EITHER LEAVE IT BLANK OR TICK ONE MINIMUM PRICE ONLY: You should only tick a Minimum Price if you wish to make your Tender conditional on the Buy-Back Price being no less than one of the following prices. You will not receive less than this amount for your Shares, however your Shares will not be bought back if the Minimum Price you tick is higher than the Buy-Back Price. A$14.50 A$15.50 A$16.50

TENDER FORMS MUST BE PROCESSED BY YOUR CONTROLLING PARTICIPANT BY 7.00PM (MELBOURNE TIME) ON FRIDAY, 13 MAY 2011

JBH 2TXF 916CRP0057_v8 JB Hi-Fi Limited ABN 80 093 220 136

How to complete this Tender Form The instructions below are cross-referenced to the relevant section on the front of this form. Defined terms have the same meaning as in the Buy-Back booklet. Please complete the form using black ink only. A This is the total number of Shares registered in your name as at 7 April 2011 that confer an entitlement to participate in the Buy-Back. If you wish to participate in the Buy-Back, you can offer to sell some or all of these Shares to JB Hi-Fi Limited (by following the instructions set out below).

B Final Price Tender C Tender Discount Insert the number of Insert the number of Shares (if any) you wish to tender at the specified Tender Discount. You may offer to sell Shares (if any) you AND/OR parcels of Shares at up to 7 different specified Tender Discounts. Each parcel is treated as a separate Tender. wish to tender as a If you hold 250 Shares or less, you may only submit one Tender in respect of all of your Shares and the Tender Final Price Tender. must be at one of the specified Tender Discounts or as a Final Price Tender. If you hold more than 250 Shares, you may tender different parcels of Shares at one or more Tender Discounts and/or as a Final Price Tender. However, you must tender a minimum of 250 Shares in aggregate.

D After indicating the number of Shares you wish to tender as a Final Price Tender (Box B) and/or at a specified Tender Discount(s) (Box C), you need to add up the number of Shares in Boxes B and C and write the total in Box D. Note that the number of Shares in Box D must not be more than the number of Shares in Box A. If the number of Shares in Box D is more than the number of Shares in Box A, you will be deemed to have offered only the number of Shares shown in Box A and, if you have selected more than one Tender Discount and/or a Final Price Tender, your Tender will be adjusted in the manner set out in Section 6.7 of the Buy-Back booklet.

E Please provide your contact details in case we need to speak to you about your Tender Form.

F ­­You must sign this form in Box F. By signing and returning this Tender Form, you acknowledge that you have read and understood the Buy-Back booklet and agree to, and make an offer to, sell your Shares on the terms and conditions set out in the Buy-Back Documents (including the warranties, authorisations and undertakings set out in Section 6.4 of the Buy-Back booklet). Individual holders Where a holding is in one name, the registered shareholder must sign. Joint holders All holders must sign. Under Power of Attorney If not already noted by the Registry, an originally certified copy of the power of attorney must be sent to the Registry. Where this form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death of the donor of the power. Deceased Estate All executors should sign and, if not already noted by the Registry, send an originally certified copy of probate or letters of administration to the Registry. Company This form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director. By signing this Tender Form you confirm that you are not an Excluded Foreign Person as defined in the Buy-Back booklet.

G BOX G IS OPTIONAL – EITHER LEAVE IT BLANK OR TICK ONE MINIMUM PRICE ONLY: You should only tick a Minimum Price if you wish to make your Tender conditional on the Buy-Back Price being no less than one of the specified prices. You will not be paid less than this amount for your Shares, however if the Minimum Price you select is higher than the Buy-Back Price your Shares will not be bought back. If you complete Box G, you must also complete Box B and/or Box C. Tick no more than one Minimum Price in Box G – if you tick more than one Minimum Price, your Tender will be deemed to be conditional on the highest Minimum Price that you have specified.

Payment for Shares bought back JB Hi-Fi Limited expects to despatch payment for Shares bought back no later than 20 May 2011. Submitting your Tender Form You will need to contact your controlling participant (usually your broker) in sufficient time for your controlling participant to process your Tender no later than 7.00pm (Melbourne time) on 13 May 2011. DO NOT RETURN THIS FORM TO JB Hi-FI LIMITED OR THE REGISTRY This Tender Form relates to the JB Hi-Fi Limited Buy-Back booklet dated 1 April 2011 and should be read in conjunction with that booklet. JBH If you require further information on how to complete this form please contact the JB Hi-Fi shareholder information line on 1300 302 417 (within Australia) or +61 3 9415 4136 (from outside Australia).

Tender Forms must be processed by your controlling participant by 7.00pm (MELBOURNE time) on Friday, 13 May 2011. For personal use only use personal For

916CRP0057_v8