At a scheme court meeting of Booker investors 82 percent ofvotes cast approved the deal, which was valued at 3.7 billionpounds when it was agreed in January 2017 but worth 3.95 billionpounds at Tuesday's closing share prices.
The deal is being implemented through a court-sanctionedscheme of arrangement.
A separate general meeting of Booker shareholders willfollow shortly, requiring 75 percent support.
Earlier, Tesco shareholders backed the deal at their owngeneral meeting.(Reporting by James Davey and Alistair Smout)