Confirmation of Interests in Tesco PLC Shares and Grant of Roll Over Options Pursuant to the Tesco PLC and Booker Group plc Merger
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1 Company name Headline Director/PDMR Shareholding RNS Number : 1679H 08 March 2018 DIRECTOR SHAREHOLDING 8 March 2018 Confirmation of Interests in Shares and Grant of Roll Over Options Pursuant to the and Booker Group plc Merger Tesco Shareholdings Following the completion of the recommended all-share merger of Tesco and Booker, holders of ordinary shares of 1 pence in Booker at 6.00 p.m. on 2 March 2018 were entitled to receive 42.6 pence in cash and new ordinary shares in Tesco for each share they held in Booker, subject to valid elections made under the mix and match facility. Tesco has been advised that as a result of completion of the merger, and in accordance with the requirements of the EU Market Abuse Regulation, on 5 March 2018 the following Directors and PDMRs held the following interests in Tesco: PDMR Shareholding Charles Wilson 108,550,807 Stewart Gilliland 43,050 As previously disclosed, Charles Wilson intends to hold these shares, which includes the 24,533 shares held previously by him, for five years from 5 March 2018 on, and subject to, the terms of a Lock-up Agreement, subject to certain customary carve-outs. Grant of Roll Over Options On 5 February 2018, made an offer to all participants of the Booker Performance Share Plan to either exercise their options, or be granted options on similar terms over Ordinary Shares in. Under the terms of this offer, on 6 March 2018, Charles Wilson, CEO UK and ROI, released his existing Booker PSP option over 1.4 million Booker Group plc ordinary shares, granted on 3 July 2008, in consideration for the grant of a nil-cost option over 1,500,647 Ordinary Shares of 5 pence each in ("Option"). In accordance with the procedures set out in the letter to Booker PSP participants dated 5 February 2018 as disclosed on the Booker website, the number of Ordinary Shares in over which the new Option has been granted has been calculated using a market price of pence per share, 1/5
2 the closing share price on 2 March This is on the same basis as other Booker PSP participants. The Option has vested and is exercisable until 3 July The Notification of Dealing Form can be found below. This announcement is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014. For enquiries, please contact: Robert Welch, Company Secretary Tesco House Shire Park Kestrel Way Welwyn Garden City Hertfordshire AL7 1GA Tel: LEI Number: P5RNKC5W2JZ46 a) Name Charles Wilson a) Position/status CEO UK and ROI a) Name b) Legal Entity Identifier P5RNKC5W2JZ46 4 Details of the (s): section to be repeated for (i) each type of instrument; (ii) each type of ; (iii) each date; and (iv) each place where s have been conducted Grant of a nil-cost option under the Booker PSP pursuant to the and Booker Group plc Merger in consideration for the release of an outstanding option over Booker Group plc shares under the Booker PSP Nil (s) 1,500, /5
3 Price Total The option was granted as a replacement for an option over Booker shares a) Name Charles Wilson a) Position/status CEO UK and ROI a) Name b) Legal Entity Identifier P5RNKC5W2JZ46 4 Details of the (s): section to be repeated for (i) each type of instrument; (ii) each type of ; (iii) each date; and (iv) each place where s have been conducted Allotment of new ordinary shares in Tesco pursuant to the merger of and Booker Group plc 202 pence per share (s) 108,526, ,526, /5
4 Price Total 202 pence 219,223, a) Name Stewart Gilliland a) Position/status Non-executive Director a) Name b) Legal Entity Identifier P5RNKC5W2JZ46 4 Details of the (s): section to be repeated for (i) each type of instrument; (ii) each type of ; (iii) each date; and (iv) each place where s have been conducted Allotment of new ordinary shares in Tesco pursuant to the merger of and Booker Group plc 202 pence per share (s) 43,050 43, pence 4/5
5 Price 86, Total This is provided by RNS The company news service from the London Stock Exchange END DSHZVLFBVXFZBBV 5/5
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