FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-

SERVING CAPACITY

Rule 8.5 of the Takeover Code (the 'Code')

1. KEY INFORMATION

(a) Name of exempt principal trader:

J.P. Morgan Securities Plc

(b) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Tesco PLC

(c) Name of the party to the offer with which exempt principal trader is connected:

Booker Group Plc

(d) Date dealing undertaken:

12 December 2017

(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer?

If it is a cash offer or possible cash offer, state 'N/A'

Yes

Booker Group Plc

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security

Purchases/ sales

Total number of securities

Highest price per unit paid/received (GBP)

Lowest price per unit paid/received

(GBP)

Ordinary Shares

Purchases

Sales

3,497,026

5,643,760

2.0870

2.0850

2.0430

2.0405

(b) Cash-settled derivative transactions

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

(GBP)

Ordinary Shares

Equity Swaps

Long

Short

316,755

34,557

400

28,984

62,382

17,269

16,121

111,846

120,278

157,658

62,472

43,384

11,298

5,592

856,844

3,816

721,736

109,226

15,354

4,664

26,692

28,183

13,289

328,622

28,498

113,000

72,986

480,999

4,953

233

24,266

252

18,099

190,550

45,689

26,312

2,521

3,120

44,760

1,560

44,490

53,348

53,467

328,666

852

9,332

67

156

12,517

8,260

3,064

276

32,262

14,696

225

8,492

52

117,500

1,067

2.0505

2.0514

2.0524

2.0530

2.0535

2.0543

2.0556

2.0559

2.0561

2.0564

2.0565

2.0566

2.0570

2.0584

2.0596

2.0607

2.0623

2.0630

2.0634

2.0636

2.0643

2.0648

2.0656

2.0669

2.0685

2.0725

2.0742

2.0746

2.0503

2.0505

2.0512

2.0514

2.0537

2.0567

2.0569

2.0570

2.0582

2.0598

2.0599

2.0606

2.0608

2.0612

2.0620

2.0651

2.0682

2.0695

2.0704

2.0710

2.0711

2.0730

2.0733

2.0743

2.0745

2.0750

2.0751

2.0756

2.0767

2.0826

2.0829

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit (GBP)

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

(GBP)

(ii) Exercise

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(GBP)

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable) (GBP)

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state 'none'

None

Date of disclosure:

13 December 2017

Contact name:

Evangelos Galiatsatos

Telephone number:

020 7742 6148

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel atmonitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.

Tesco plc published this content on 13 December 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 13 December 2017 11:43:07 UTC.

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