Company Announcements

Tesco PLC

21 April 2023

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 announces the commencement of its buy back of shares with an aggregate market value of up to £750 million by April 2024 as part of its ongoing share buyback programme.

Further to the announcement made on 13 April 2023, Tesco plc (the "Company") announces that it has entered into an arrangement with Goldman Sachs International ("Goldman Sachs") for Goldman Sachs to purchase shares (together with any other ordinary shares in the Company, the "Shares") on behalf of the Company (on a riskless principal basis) on the London Stock Exchange and/or Cboe Europe Limited through the BXE and CXE order books, and/or Turquoise for subsequent repurchase by the Company on the London Stock Exchange. The first tranche of this buyback programme (the "Initial Programme") will be for an aggregate market value of up to £450,000,000. Any further tranches of the buyback programme, which may be conducted after completion of the Initial Programme, will be announced in due course.

The arrangement allows Goldman Sachs to purchase Shares on the Company's behalf (on a riskless principal basis) in accordance with the Company's current buyback authority granted by shareholders at the Company's 2022 Annual General Meeting and any subsequent authority.

These share purchases by Goldman Sachs will be made on the Company's behalf (on a riskless principal basis) in accordance with the arrangement and shall be made independently of and uninfluenced by the Company (including, for the avoidance of doubt, in the case of any purchases made during closed periods).

Any share purchases effected pursuant to the arrangement will be subject to the terms of the arrangement with Goldman Sachs and in accordance with the terms therein will be effected in a manner consistent with 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 trading days on the London Stock Exchange 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 Initial Programme, 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.

Tesco contacts:

Investor relations                                 Chris Griffith                         01707 940 900

Media                                                         Simon Rew                             0330 678 0639

Tesco PLC's LEI number is: 2138002P5RNKC5W2JZ46