Wesfarmers : Revised Securities Trading Policy

7 April 2021

The Manager

Market Announcements Office

Australian Securities Exchange

Dear Manager,

WESFARMERS LIMITED - REVISED SECURITIES TRADING POLICY

Please find attached a copy of the revised Securities Trading Policy lodged with the ASX in accordance with ASX Listing Rule 12.10. A copy of the Securities Trading Policy is available on the corporate governance section of the company's website at www.wesfarmers.com.au.

Yours faithfully,

Vicki Robinson

Executive General Manager

Company Secretariat

This announcement was authorised to be given to the ASX by the Wesfarmers Limited Board.

Securities Trading Policy

PURPOSE	To ensure compliance with the insider trading laws under the Corporations Act 2001 (Cth)
	(Corporations Act), protect Wesfarmers' reputation in relation to trading in securities by
	its directors and employees, and prohibit specific types of transactions by certain officers
	of Wesfarmers which are not in accordance with market expectations or may otherwise
	give rise to reputational risk.
POLICY	This policy applies to all directors and employees of the Wesfarmers Group.
APPLICATION
	Any employees of the Wesfarmers Group who are subject persons under the BWP
	Management Limited Responsible Entity Securities Dealing Policy must also comply with
	that policy.
POLICY	All directors and employees of the Wesfarmers Group are prohibited from:
	(a) dealing in any securities where the person dealing in the securities has inside
		information in relation to those securities;
	(b) passing on inside information to others who may deal in securities; and
	(c)	applying to participate in a Wesfarmers share plan while in possession of inside
		information.
	The prohibition on dealing in securities while in possession of inside information under
	this policy applies to both Wesfarmers securities, and the securities of any other entity.
	Details of the insider trading laws, and some limited exceptions to this policy are included
	in Annexure A. It is the responsibility of each director and employee, prior to dealing in
	securities, to consider carefully whether they possess inside information that may
	preclude dealing at that time and, if in doubt, should refrain from dealing.
	Additional restrictions are imposed on directors of Wesfarmers and members of the
	Wesfarmers Leadership Team, as set out in Annexure B.
	From	time to time, additional restrictions on dealing in Wesfarmers securities
	(Project Restrictions) may also be imposed on directors and employees within the
	Wesfarmers Group due to their knowledge of a potential project or transaction.
BREACHES	Strict compliance with this policy and the insider trading laws is a requirement under each
	employment contract within the Wesfarmers Group and the terms of appointment of each
	director. Breach of the insider trading laws can result in serious consequences, including
	exposing Wesfarmers and individuals to penalties and third party claims. Individuals may
	also be subject to significant fines and imprisonment. Breaches of this policy or the insider
	trading laws will result in disciplinary action, which may include termination of
	employment.
	The requirements of this policy are separate from, and in addition to, the legal prohibitions
	in the Corporations Act on insider trading.
POLICY	This policy cannot be amended without approval from the Wesfarmers Board.
AMENDMENT
DATED	March 2021

Wesfarmers Limited ABN 28 008 984 049

Annexure A - Background to Insider Trading Laws and Policy Exceptions

1 Definitions

For the purpose of this policy:

1. dealing includes:
2. 1. buying or otherwise applying for securities (including applying to participate in a Wesfarmers share plan), whether on-market or off-market;
   2. selling or otherwise disposing of securities, whether on-market or off-market;
   3. exercising options over securities;
   4. creating a hedge, security interest, margin loan or other financial interest over or in relation to securities;
   5. transferring legal ownership of securities, even where beneficial ownership does not change;
   6. any other transfer or creation of an interest in securities, whether directly, or by arranging for someone else to undertake the dealing on your behalf; and
   7. agreeing or applying to do any of the above.

In the case of an on-market trade, the dealing occurs at execution (but not settlement) of the trade. In the case of an off-market trade, the dealing occurs at settlement of the trade.

1. inside information means information that:
2. 1. is not generally available; and
   2. if it were generally available, a reasonable person would expect it to have a material effect on the price or value of securities. This is satisfied where the information would, or would be likely to, influence investors in deciding whether to buy or sell securities.
3. securities includes shares, options, notes, bonds and other debentures, interests in managed investment schemes, trusts and other financial products, and any derivatives of those securities, including equity swaps, contracts for difference, futures, hedges and exchange-traded or over-the-counter options, whether settled by cash or otherwise.
4. Portfolio products that are not specific to Wesfarmers, such as an index or broad based superannuation fund, are not "securities" for the purpose of this policy.

2 Insider trading laws

1. If a person has inside information in relation to Wesfarmers securities or other securities which is not publicly known, it is a criminal offence to:
2. 1. deal in those securities;
   2. advise or procure another person to deal in those securities; or
   3. pass on inside information to someone else where the person who has the inside information knows, or should reasonably have known, that the person receiving the information would use that information to deal in, or procure someone else to deal in, those securities.
3. Liability for breach of the insider trading laws can include:
4. 1. significant fines and/or imprisonment;
   2. civil liability, which may include being sued by another party or Wesfarmers, for any loss suffered as a result of illegal dealing in securities; and
   3. reputational damage, which may occur even where an insider trading breach is not proven.

The Australian Securities and Investment Commission (ASIC) monitors trading activity, including around the time of Australian Securities Exchange (ASX) announcements and significant share price movements.

Policy No: 1.4 - Securities Trading Policy

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1. The following factors should be considered to assist in determining whether information might be inside information, and whether passing on information may be a breach of the insider trading laws:
2. 1. It does not matter how a person comes to know the inside information, including whether it was obtained in the course of carrying out their responsibilities at work, or in passing in the corridor, or in a lift or at a dinner party.
   2. The financial impact of the information may be important in determining if it is market sensitive, but strategic and other matters may also be important in determining whether information might influence investors to buy or sell those securities, and accordingly, might influence whether the information is inside information.
   3. Information is inside information if it would, or would be likely to, influence investors in deciding whether to buy or sell securities, and can include information which is of an uncertain nature, rumours, matters of supposition, matters relating to the intentions of a person (including Wesfarmers) and information which is insufficiently definite to warrant disclosure to the public.
   4. The restriction on passing on information means that inside information must not be passed on to colleagues, family, friends, contractors or others where that person might deal in those securities.
   5. The laws on insider trading can apply to dealings by entities and people associated with you (even if they are not employed by Wesfarmers), such as:
   6. • a company, trust or a managed superannuation fund that you control; and
      • a spouse, partner or dependent child.

Someone who is in possession of inside information may become subject to an insider trading investigation if an associate deals in securities to which the inside information relates.

1. Examples of inside information
   The following list is illustrative only and is not exhaustive. Inside information could include:
2. 1. a possible acquisition or sale of any assets or business by Wesfarmers;
   2. the financial performance of Wesfarmers against its budget or forecasts;
   3. senior management or board changes;
   4. a proposed dividend;
   5. a possible change in Wesfarmers' capital structure; or
   6. a possible claim against Wesfarmers or other unexpected liability.
3. Relationship with the continuous disclosure regime
   The Corporations Act and the ASX Listing Rules require Wesfarmers to immediately release to the ASX any information concerning the Wesfarmers Group which may reasonably be expected to have a material effect on the price or value of Wesfarmers' securities. The Wesfarmers Market Disclosure Policy(Group Policy 1.5) provides further details on the continuous disclosure regime. Due to the continuous disclosure regime, all material price sensitive information will generally be available. There are, however, limited circumstances where a person may be in possession of market sensitive information which does not need to be disclosed to the market at that time due to an exception to the continuous disclosure requirements.
   Specifically, the ASX Listing Rules do not require disclosure where:
4. 1. a reasonable person would not expect the information to be disclosed; and
   2. the information is confidential and the ASX has not formed a view that the information has ceased to be confidential; and
   3. one or more of the following applies:
   4. 1. it would be a breach of law to disclose the information;

Policy No: 1.4 - Securities Trading Policy

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1. the information concerns an incomplete proposal or negotiation;
2. the information comprises matters of supposition or is insufficiently definite to warrant disclosure;
3. the information is generated for internal management purposes of the entity; or
4. the information is a trade secret.

It will be a breach of the insider trading prohibition if a person deals in securities while in possession of such confidential inside information.

1. The "front page" test
   It is important that public confidence in the Wesfarmers Group is maintained. It would be damaging to the Group's reputation if the market or the general public perceived that directors or employees might be taking advantage of their position in the Group to make financial gains by dealing in securities based on inside information.
   As a guiding principle, any director or employee considering dealing in securities should ask themselves:
   If the market was aware of all the current circumstances, could the proposed dealing be perceived by the market as taking advantage of my position in an inappropriate way? How would it look if the transaction were reported on the front page of the newspaper? (the "front page" test).
   If any employee is unsure, they should consult the Wesfarmers Company Secretary.
   Where any approval under this Policy is required for a dealing, approval will not be granted where the dealing would not satisfy the "front page" test.
2. Share plans
   Directors and employees of the Wesfarmers Group are prohibited from applying to participate in a Wesfarmers share plan (whether by completing an election or application form, or not opting out, as applicable), while in possession of inside information. Directors and employees who acquire Wesfarmers securities under a Wesfarmers share plan must also comply with the rules of that plan when dealing in those securities.
3. Exceptions to the policy
4. 1. Subject to compliance with the applicable insider trading laws at all times and any Project Restrictions that may apply to particular directors or employees from time to time, the requirements of the policy do not restrict:
   2. 1. dealings under an offer or invitation made to all or most shareholders or class of shareholders, for example a disposal of Wesfarmers securities arising from the acceptance of an equal access buy-back or an acquisition of Wesfarmers securities under a pro rata issue;
      2. a disposal in relation to the acceptance of a takeover offer;
      3. the acquisition of Wesfarmers securities under a Wesfarmers share plan, or dividend investment plan, provided that:
      4. • the director or employee was not in possession of inside information relating to Wesfarmers securities and otherwise complied with the policy when applying to participate in a Wesfarmers share plan or dividend investment plan, as applicable, (whether by completing an election or application form, or not opting out, as applicable); and
         • the director or employee otherwise complies with the provisions of the plan.
   3. Where an employee is subject to Project Restrictions, the Wesfarmers Chief Financial Officer may approve an issue of securities to the employee under an employee share plan (rather than acquisition of the securities on-market). Any such issue of securities to an employee will not constitute a breach of this policy.

Policy No: 1.4 - Securities Trading Policy

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