Tesco Regulatory News (TSCO)

Tesco PLC

29 November 2022

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES OR AN OFFER OR INVITATION TO PURCHASE ANY SECURITIES IN ANY JURISDICTION OR A SOLICITATION OF ANY VOTE OR APPROVAL.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

Tesco PLC confirms the appointment of Citigroup Global Markets Limited ("Citi") to repurchase shares with an aggregate value of up to £203 million as part of its existing £750 million share buyback programme.

Further to the announcements made on 13 April 2022, 26 April 2022, 4 July 2022 and 11 October 2022, Tesco plc (the "Company") announces that it has entered into an arrangement with Citi to repurchase shares on behalf of the Company, as part of its existing commitment to buy back a total of £750 million worth of shares by April 2023.

The arrangement allows Citi to repurchase shares, together with any other ordinary shares in the Company (the "Shares") purchased on the Company's behalf, in accordance with the Company's current buyback authority granted by shareholders at the Company's 2022 Annual General Meeting.

These share purchases will be made on the Company's behalf and in accordance with the arrangement and, in the case of any purchases made during closed periods, shall be made independently of and uninfluenced by the Company.

Any share purchases effected pursuant to the arrangement will be subject to the terms of the arrangement with Citi and in any case will be effected in a manner consistent with both the general authority vested in the Company to repurchase shares, the Market Abuse Regulation 596/2014 as it forms part of UK domestic law and Chapter 12 of the United Kingdom Listing Rules, which require that the maximum price paid be limited to be no more than the higher of (i) 105 per cent of the average middle market closing price of the Company's ordinary shares for the five business days before the purchase is made, and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. The aggregate purchase price under this arrangement with Citi, together with any other Shares purchased on the Company's behalf pursuant to its buyback programme, will not exceed £750 million.

The sole purpose of these share purchases is to reduce the Company's share capital.

IMPORTANT NOTICE

Citi, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and no one else in connection with the buyback programme and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Citi nor for providing advice in relation to the buyback programme or any other matter referred to in this announcement.

Tesco contacts:

Investor relations Chris Griffith 01707 940 900

Media Simon Rew 0330 678 0639

Tesco PLC's LEI number is: 2138002P5RNKC5W2JZ46