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Tesco and Booker Group Reach Agreement on Terms for Proposed Merger

Company Press Release

The boards of Tesco PLC (“Tesco”), the UK’s leading food retailer, and Booker Group plc (“Booker”), the UK’s leading food wholesaler, are pleased to announce that they have reached an agreement on the terms of a recommended share and cash merger (the “Merger”) to create the UK’s leading food business.

The Combined Group will bring benefits for consumers, independent retailers, caterers, small businesses, suppliers, and colleagues, as well as delivering significant value to shareholders.

The Combined Group will be well placed to serve the large, established ‘in home’ food market as well as the faster growing ‘out of home’ food market. By bringing together Tesco and Booker’s retail and wholesale expertise, supply chain and digital capabilities, the Combined Group will be able to provide greater choice, quality, price and service in the food market, whilst improving efficiency and reducing food waste. The Combined Group will bring together the capacity and capability to generate new growth and deliver significant revenue and cost synergies.

The Merger is expected to:

– delight consumers with better availability of quality food at attractive prices across retail and eating out locations;

– serve better the faster growing ‘out of home’ food market;

– help independent retailers, caterers and small businesses by further improving choice, price and service, with enhanced digital and delivery service options;

– present a broader market opportunity for our suppliers, with strong growth prospects and a clear opportunity to develop better own brand and fresh ranges;

– cut food waste and increase efficiency by creating a broader, multi-channel partner who can work with producers across their full agricultural crop;

– create significant opportunities for synergies whilst retaining market-leading retail and wholesale expertise; and

– create attractive innovation opportunities to serve customers and consumers better in a rapidly evolving market place.

Commenting on today’s Announcement, Dave Lewis, Chief Executive Officer of Tesco said:

“Tesco has made significant progress in turning around our UK retail business. This Merger with Booker will further enhance Tesco’s growth prospects by creating the UK’s leading food business with combined expertise in retail, wholesale, supply chain and digital. Wherever food is prepared and eaten – ‘in home’ or ‘out of home’ – we will meet this opportunity with the widest choice and best service available.”

Commenting on today’s Announcement, Charles Wilson, Chief Executive Officer of Booker said:

“Booker is committed to improving choice, prices and service for the independent retailers, caterers and small businesses that we are proud to serve. We believe that joining forces with Tesco offers the potential to bring major benefits to end consumers, our customers, suppliers, colleagues and shareholders.”

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