JB Hi Fi : Appendix 3C - Notification of Buy-Back

For personal use only

This appendix is available as an online form
Only use this form if the online version is not available	+Rule 3.8A

Appendix 3C

Notification of buy-back

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

	Question	Question	Answer
	no
	1.1	*Name of entity	JB Hi-Fi Limited
		We (the entity named above) provide the following information
		about our buy-back
	1.2	*Registration type and number	ABN 80 093 220 136
		Please supply your ABN, ARSN, ARBN, ACN or another
		registration type and number (if you supply another registration
		type, please specify both the type of registration and the
		registration number).
	1.3	*ASX issuer code	JBH
	1.4	*The announcement is	☒ New announcement
		Select whichever is applicable.	☐ Update/amendment to
			previous announcement
			☐ Cancellation of previous
			announcement
			☐ Daily buy-back notification
			Not applicable for selective buy-backs
			(complete Part 4)
			☐ Final buy-back notification
			(complete Part 5)
	1.4b	*Reason for update	N/A
		Answer this question if your response to Q 1.4 is
		"Update/amendment to previous announcement".
	1.4c	*Date of initial notification of buy-back	N/A
		Answer this question if your response to Q 1.4 is
		"Update/amendment to previous announcement" or "Cancellation
		of previous announcement".
	1.4d	*Date of previous announcement to this update	N/A
		Answer this question if your response to Q 1.4 is
		"Update/amendment to previous announcement".
	1.4e	*Reason for cancellation	N/A
		Answer this question if your response to Q 1.4 is "Cancellation of
		previous announcement".
	1.4f	*Date of previous announcement to this cancellation	N/A
		Answer this question if your response to Q 1.4 is "Cancellation of
		previous announcement".
	1.5	*Date of this announcement	14 February 2022
	1.6	*Class of +securities the subject of the buy-back:	ASX Security Code: ORD
		Note: only one type of buy-back for one class of security can be	Security Description: Ordinary
		advised in this notification. If a buy-back extends to more than one
		class of security, a separate notification is required for each class.
+ See chapter 19 for defined terms
5 June 2021		Page 1

For personal use only

This appendix is available as an online form	Appendix 3C
	Notification of buy-back

Part 2 -Type of buy-back

Questio	Question	Answer
n No.
2.1	*The type of buy-back is	☐ Employee share scheme buy-
	Note this form is not required for minimum holding buy-backs (i.e.	back
	buy-backs of unmarketable parcels). The only notification required	☐ On-marketbuy-back
	to ASX for a minimum holding buy-back is the lodgement of an
	Appendix 3H within 5 business days of the completion of the	☒ Equal access scheme buy-
	minimum holding buy-back notifying ASX of the cancellation of the	back
	securities bought back in accordance with listing rule 3.8A.
		☐ Selective buy-back
		☐ Other buy-back
		Select one item.
		Note: "Other buy-back" does not include
		a minimum holding buy-back. The
		section "Other buy-back" will generally
		only be applicable to an entity
		established outside Australia.
2.2	Please describe the type of buy-back	N/A
	Answer this question if your response to Q 2.1 is "Other buy-back".

Part 3 -Buy-back details

Part 3A - Details of +securities, price and reason

	3A.1	*Total number of +securities on issue in the class of	114,883,372
		+securities to be bought back
	3A.2	*Total number of +securities proposed to be bought	N/A
		back
		Answer this question if your response to Q 2.1 is "Employee share
		scheme buy-back, "Selective buy-back" or "Other buy-back".
	3A.3	*Name of person or description of class of persons	N/A
		whose +securities are proposed to be bought back
		Answer this question if your response to Q 2.1 is "Selective buy-
		back".
	3A.4	*Does the entity intend to buy back a minimum	N/A
		number of +securities
		Answer this question if your response to Q 2.1 is "On-market buy-
		back".
	3A.4a	*Minimum number of +securities intended to be	N/A
		bought back.
		Answer this question if your response to Q 2.1 is "On-market buy-
		back" and your response to Q 3A.4 is "Yes".
	3A.5	*Does the entity intend to buy back a maximum	N/A
		number of securities?
		Answer this question if your response to Q 2.1 is "On-market buy-
		back"
	3A.5a	*Maximum number of +securities proposed to be	N/A
		bought back
		Answer this question if your response to Q 2.1 is "On-market buy-
		back" and your response to Q 3A.5 is "Yes".
	3A.6	*Name of broker or brokers who will offer to buy back	N/A
		+securities on the entity's behalf
		Answer this question if your response to Q 2.1 is "On-market buy-
		back".
+ See chapter 19 for defined terms
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	This appendix is available as an online form	Appendix 3C
				Notification of buy-back
		3A.7	*Percentage of +securities the entity will offer to buy	Approximately 5%, but with the
			back	right to vary up to 10%.
			Answer this question if your response to Q 2.1 is "Equal access
only			scheme buy-back".
	3A.8	*Approximate total number of +securities that will be	Approximately 5,813,953
			bought back if all buy-back offers are accepted	(subject to final Buy-Back Price
			(disregarding any rounding and restrictions on	and any variation in the Buy-
			foreign participation)	Back size).
			Answer this question if your response to Q 2.1 is "Equal access
			scheme buy-back".
		3A.9	*Are the +securities being bought back for a cash	Yes
			consideration?
use			Note: if the securities are being bought back for nil cash
		consideration, answer this question "No".
	3A.9a	*Is the price to be paid for +securities bought back	No
			known?
			Answer this question if your response to Q 3A.9 is "Yes".
		3A.9a(i)	*In what currency will the buy-back consideration be	Australian dollars
			paid?
			Answer this question if your response to Q 3A.9 is "Yes".	Payment to shareholders with
			Note: all prices below are to be expressed in this currency.
			nominated banking instructions
personal
			for New Zealand financial
			institutions will be paid in New
				Zealand dollars converted at a
				rate determined by JB Hi-Fi
				Limited on or around the date
				that JB Hi-Fi Limited announces
				to the ASX the buy-back price,
				the total number of shares to be
				bought back and the details of
				any scale back.
		3A.9a(ii)	*Buy-back price per +security	N/A
			Answer this question if your response to Q 3A.9 is "Yes" and your
			response to Q3A.9a is "Yes".
		3A.9a(iii)	*Capital component of buy-back price per +security	N/A
			Answer this question if your response to Q 2.1 is "Equal access
			scheme buy-back", your response to Q 3A.9 is "Yes" and your
			response to Q3A.9a is "Yes".
		3A.9a(iv)	*Dividend component of buy-back price per +security	N/A
For			Answer this question if your response to Q 2.1 is "Equal access
		scheme buy-back", your response to Q 3A.9 is "Yes" and your
		response to Q3A.9a is "Yes".
	3A.9a(v)	*Indicative buy-back price per +security	Up to 14% discount to the
			Answer this question if your response to Q2.1 is anything other	market price.
			than "On-marketbuy-back", your response to Q 3A.9 is "Yes" and
			your response to Q3A.9a is "No".
			Please lodge an update to this form when the final buy-back price
			is known.
		3A.9b	*Please describe the consideration being provided to	N/A
			buy back the +securities
			Answer this question if your response to Q3A.9 is "No".
		3A.10	*Do the buy-back terms allow for a scale-back?	Yes
			Answer this question if your response to Q 2.1 is "Equal access
			scheme buy-back".
	+ See chapter 19 for defined terms
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For personal use only

This appendix is available as an online form	Appendix 3C
			Notification of buy-back
	3A.10a	*Please summarise the scale-back terms	JB Hi-Fi will need to apply a
		Answer this question if your response to Q 2.1 is "Equal access	scale back if the number of
		scheme buy-back" and your answer to Q 3A.10 is "Yes".	Shares tendered at Tender
			Discounts greater than or equal
			to the Buy-Back Discount and as
			Final Price Tenders exceeds the
			total number of Shares that JB
			Hi-Fi determines to buy back.
			The scale back will be
			undertaken on a pro-rata basis
			taking into account Small
			Holding Tenders and Priority
			Allocations.
	3A.11	*What will be done with fractional entitlements?	☐ Fractions rounded up to the
		Answer this question if your response to Q 2.1 is "Equal access	next whole number
		scheme buy-back".	☒ Fractions rounded down to
			the nearest whole number or
			fractions disregarded
			☐ Fractions of 0.5 or more
			rounded up
			☐ Fractions over 0.5 rounded
			up
			☐ Not applicable
	3A.12	*Reason for buy-back	N/A
		Answer this question if your response to Q 2.1 is "Other buy-
		back".
	3A.13	Please provide a URL for where the buy-back offer	https://jbhifibuyback.com.au
		document can be viewed online with offer
		acceptance codes
		Answer this question if your response to Q 2.1 is "Equal access
		scheme buy-back"
Part 3B - Buy-back restrictions and conditions
	3B.1	*Does the buy-back require security holder	No
		approval?
		Disregard any security holder approval that has already been
		obtained.
	3B.1a	Type of security holder approval required	N/A
		Answer this question if your response to Q 3B.1 is "Yes".
	3B.1b	*Anticipated date of security holder meeting to	N/A
		approve the buy-back
		Answer this question if your response to Q 3B.1 is "Yes".
	3B.2	*Are there any restrictions on foreign participation in	Yes
		the buy-back
		Answer this question if your response to Q 2.1 is "Equal access
		scheme buy-back", "Selective buy-back" or "Other buy-back".

+ See chapter 19 for defined terms
5 June 2021	Page 4

For personal use only

This appendix is available as an online form	Appendix 3C
			Notification of buy-back
	3B.2a	*Please summarise the restrictions on foreign	Persons who are Excluded
		participation	Foreign Shareholders are not
		Answer this question if your response to Q 2.1 is "Equal access	entitled to participate in the Buy-
		scheme buy-back", "Selective buy-back" or "Other buy-back" and	Back.
		your response to Q 3B.2 is "Yes".	An Excluded Foreign
			Shareholder is any person who
			resides outside of Australia and
			New Zealand and also includes
			any person who is (or who is
			acting for the account or benefit
			of a person who is) in the United
			States, a US Person or a
			resident of Canada (or any other
			jurisdiction outside of Australia
			and New Zealand).
	3B.2b	*For holdings in the name of a custodian or nominee,	Beneficial holder
		will the foreign participation restrictions be applied to
		the address of the custodian or nominee or the
		address of the beneficial holder?
		Answer this question if your response to Q 2.1 is "Equal access
		scheme buy-back", "Selective buy-back" or "Other buy-back" and
		your response to Q 3B.2 is "Yes".
	3B.3	*Are there any other conditions that need to be	Yes
		satisfied before the buy-back offer becomes
		unconditional
		Answer this question if your response to Q 2.1 is "Employee share
		scheme buy-back, "Equal access scheme buy-back", "Selective
		buy-back" or "Other buy-back"
	3B.3a	*Please summarise the conditions	The Buy-Back is conditional
		Answer this question if your response to Q 2.1 is "Employee share	upon final approval by JB Hi-Fi.
		scheme buy-back, "Equal access scheme buy-back", "Selective	As set out in the Buy Back
		buy-back" or "Other buy-back" and your response to Q 3B.3 is	Booklet, JB Hi-Fi may, in its
		"Yes".	complete discretion, choose to
			buy back a higher or lower
			amount or no Shares at all,
			depending on a number of
			factors including shareholder
			demand, market conditions and
			future capital requirements.

Part 3C - Key dates

Employee Share Scheme, Selective and Other Buy-Backs

Answer the questions in this part if your response to Q 2.1 is "Employee share scheme buy-back", "Selective buy-back" or "Other buy-back"

	3C.1	*Anticipated date buy-back will occur		N/A
	On-marketbuy-back
	Answer the questions in this part if your response to Q 2.1 is "On-marketbuy-back"
	3C.2	*Proposed buy-back start date		N/A
	3C.3	*Proposed buy-back end date		N/A
		Note: under ASIC Regulatory Guide 110, this date must be no
		longer than 12 months after the receipt of any approval necessary
		from security holders for the buy-back or, if no such approval is
		required, 12 months after notice is given to ASIC of the buy-back
		under the Corporations Act.
+ See chapter 19 for defined terms
5 June 2021			Page 5