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Scheme Booklet Supplement This Booklet Contains a Copy of the Independent Expert’S Report, Investigating Accountant’S Report and the Scheme Implementation Agreement

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Scheme Booklet Supplement This Booklet Contains a Copy of the Independent Expert’S Report, Investigating Accountant’S Report and the Scheme Implementation Agreement Coles Group Limited ABN 11 004 089 936 Scheme Booklet Supplement This booklet contains a copy of the Independent Expert’s Report, Investigating Accountant’s Report and the Scheme Implementation Agreement For a scheme of arrangement in relation to the proposed acquisition of all your Coles Group Limited shares by Wesfarmers Retail Holdings Pty Ltd (ACN 126 199 022), a wholly owned subsidiary of Wesfarmers Limited (ABN 28 008 984 049) FINANCIAL ADVISERS LEGAL ADVISER Contents of this Scheme Booklet Section 1 Independent Expert’s Report ............................................................................................................................................................................................................ 1 Appendix 1 ..........................................................................................................................................................................................................................................................................................151 Appendix 2 ..........................................................................................................................................................................................................................................................................................163 Appendix 3 ..........................................................................................................................................................................................................................................................................................177 Section 2 Investigating Accountant’s Report .................................................................................................................................................................................189 Section 3 Scheme Implementation Agreement .......................................................................................................................................................................197 Corporate Directory .............................................................................................................................................................................................................................244 Important notices Nature of this document This Scheme Booklet Supplement contains additional information about the acquisition of Coles Group by Wesfarmers (through its wholly-owned subsidiary, Wesfarmers Retail). This additional information is in addition to the Scheme Booklet dated 27 September 2007. Coles Group Shareholders can obtain a copy of the Scheme Booklet by contacting the Coles Group Information Line on 1300 663 897 (within Australia) or +61 3 9415 4314 (outside Australia), or from Coles Group’s website at www.colesgroup.com.au. Coles Group Shareholders should read the Scheme Booklet in its entirety before deciding on whether to vote in favour of the Scheme. Defi ned terms Defi ned terms in this Scheme Booklet Supplement have the same meaning as in Section 14 of the Scheme Booklet. Privacy Coles Group and Wesfarmers may collect personal information in the process of implementing the Scheme. Such information may include the name, contact details, bank account details and shareholdings of Coles Group Shareholders and the name of persons appointed by those persons to act as a proxy, attorney or corporate representative at the Scheme Meeting. The primary purpose of the collection of personal information is to assist Coles Group and Wesfarmers to conduct the Scheme Meeting and implement the Scheme. Personal information of the type described above may be disclosed to the Coles Group Share Registry and Wesfarmers Share Registry, print and mail service providers, authorised securities brokers and Related Bodies Corporate of Coles Group and Wesfarmers. Coles Group Shareholders have certain rights to access personal information that has been collected. Coles Group Shareholders should contact the Coles Group Registry in the fi rst instance if they wish to access their personal information. Coles Group Shareholders who appoint a named person to act as their proxy, attorney or corporate representative should ensure that they inform that person of these matters. 1 Independent Expert’s Report COLES GROUP LIMITED SCHEME BOOKLET SUPPLEMENT 1 2 INDEPENDENT EXPERT’S REPORT 1 1 Independent Expert’s Report COLES GROUP LIMITED SCHEME BOOKLET SUPPLEMENT 3 1 Independent Expert’s Report (continued) Wesfarmers is a diversified Australian conglomerate. Its major business operations are: the Bunnings chain of hardware stores; coal mining operations in Queensland, New South Wales and Western Australia; a general insurance and insurance broking business; a chemicals and fertilisers business; an industrial products distribution business; and an energy business, including gas refining and distribution and the design, ownership and operation of regional power generation facilities. Wesfarmers is also listed on the ASX, with a market capitalisation of around $15.6 billion as at 21 September 2007. Under the Wesfarmers Proposal, which is to be effected by a scheme of arrangement (“Scheme”), the consideration (“Base Offer Consideration”) consists of $4.00 cash, 0.14215 ordinary Wesfarmers shares and 0.14215 Wesfarmers Partially Protected Shares (“PPS”) for each Coles Group share. The PPS: afford holders of PPS the same rights as ordinary shares in relation to dividends, returns of capital, voting and other matters; will be reclassified on a one for one basis as ordinary shares after a period of between four years (the “Lapse Date”) and four years and six months. To the extent the Wesfarmers share price at that time is below $45.00, Wesfarmers will make a bonus issue of ordinary shares so as to provide value to PPS holders of $45.00, up to a maximum of 0.25 bonus shares per PPS (i.e. holders will receive less than $45.00 if the Wesfarmers share price is below $36.00); and will be automatically reclassified as ordinary shares prior to the end of the four year and six month period if the Wesfarmers share price exceeds $45.00 for a 20 day period. The Lapse Date can also be extended by Wesfarmers by an additional year (for up to a further three years) if the S&P/ASX 200 Industrials Index averages below 6,500 for the two months before the Lapse Date (and each anniversary thereof). Coles Group shareholders can also participate in a mix and match facility. Shareholders can elect to receive additional cash (in lieu of ordinary shares) or ordinary shares (in lieu of cash). The extent to which such elections are satisfied will depend on the extent of offsetting elections by other Coles Group shareholders. For the purpose of the transfer of interests between Coles Group shareholders participating in the mix and match facility, Wesfarmers shares will be valued at a volume weighted average price (“VWAP”) over the five trading days from the date on which the Scheme becomes effective. All Coles Group shareholders will be entitled to the fully franked final dividend of $0.25 per share in relation to the year ended 29 July 2007. However, Coles Group shareholders will not participate in the final Wesfarmers dividend. The Scheme is subject to the approval of the Supreme Court of Victoria and Coles Group shareholders. The Directors of Coles Group have engaged Grant Samuel & Associates Pty Limited (“Grant Samuel”) to prepare an independent expert’s report setting out whether, in Grant Samuel’s opinion, the Wesfarmers Proposal is in the best interests of Coles Group shareholders. A summary of this report will accompany the Notice of Meeting and Scheme Booklet to be sent to Coles Group shareholders. The full report is included in the Supplementary Booklet. This letter contains a summary of Grant Samuel’s opinion and main conclusions. Page 2 4 INDEPENDENT EXPERT’S REPORT 1 2 Summary of Opinion In Grant Samuel’s view the Wesfarmers Proposal is in the best interests of Coles Group shareholders. The Wesfarmers Proposal does not deliver a full premium for control. However, unless a superior alternative proposal emerges before the Scheme meeting, Coles Group shareholders are likely to be better off voting in favour of the Wesfarmers Proposal. Assessment of the Wesfarmers Proposal is not straightforward. Valuation of Coles Group is subject to uncertainty and a wide range of valuation conclusions could credibly be reached. This uncertainty has been exacerbated by the recent volatility in financial markets. Similarly, there is uncertainty regarding the value of the consideration (which largely consists of equity in the expanded Wesfarmers). Accordingly, valuation analysis can provide no more than partial guidance as to whether the Wesfarmers Proposal is in the best interests of Coles Group shareholders. Other considerations include the circumstances that led to the Wesfarmers Proposal, the recent trading performance of Coles Group and the alternatives available to Coles Group should the Wesfarmers Proposal be rejected. The assessment of the Wesfarmers Proposal is an overall conclusion having regard to all these considerations. Grant Samuel has valued Coles Group in the range $19.6-22.0 billion, or $16.21-18.23 per share. The valuation reflects the estimated full underlying value of Coles Group’s businesses. The valuation range exceeds the price at which Grant Samuel would expect Coles Group shares to trade in the absence of the Wesfarmers Proposal or of speculation regarding some alternative
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