Cessation of Free Shares

[Nomad]

Please find the following communication from Usdaw to it's Reps:

Dear Colleague

Tesco Shares in Success

In May this year Tesco announced its intention to award a cash bonus payable in 2015/2017 instead of a Shares in Success award in 2012.

Following feedback from Usdaw/SATA members and representatives we are aware that this decision caused confusion and disappointment.

In the communication to stores/sites Tesco conveyed the impression that Usdaw was consulted on this decision. This was not the case.

Usdaw immediately sought a meeting with Tesco to discuss the following issues:

* The rationale for awarding a cash bonus instead of a shares award
* The future of the Shares in Success scheme
* The treatment of leavers

Following constructive discussions with Tesco please find a summary of the outcome below.

All Tesco-staff will receive an individual letter and a Q&A explaining the decision to award a cash bonus payable in 2015/2017 instead of a shares award.

Tesco have not closed the Shares in Success scheme and have given a reassurance of their commitment to keep a performance related bonus scheme for all employees.

Tesco acknowledge they should have provided an award for staff who leave the business for reasons such as retirement before May 2015.

Tesco have confirmed that an equivalent award will be available to staff who leave the business before the award date in 2015 for the following reasons:

* Redundancy
* Retirement with notice
* Full or Partial Ill Health Retirement
* Death in Service
* TUPE Transfer Out

Usdaw would have preferred Tesco to extend the arrangements beyond the listed group above. However we believe this decision addresses the main areas of concern raised by our members.

Please find enclosed a Tesco communication which will go to stores/sites to help answer any queries from staff. Staff should receive their individual letters from Monday 20 August 2012, in the meantime we would be grateful if you could familiarise yourself with the details of this communication and bring it to the attention of Usdaw/SATA members.

Yours sincerely

PAULINE FOULKES
National Officer

JOANNE McGUlNNES
National Officer

Tesco Cash Bonus Scheme

* In May 2012 we announced that we would be awarding a cash bonus, payable in May
   2015/2017.
* Since the announcement we have received feedback from staff on this decision and
   that the cash bonus does not recognise certain situations where colleagues will leave
   the business before the award date. We also understand that there is confusion and
   concern more broadly around the decisions made and we want to resolve these issues
   as soon as we can.
* The purpose of this briefing document is to help you understand the decisions that
   were made that resulted in the introduction of the 2015/2017 Cash Bonus and further
   decisions around leaver treatment as a result of the feedback we have received.

W/c 6"' August - Leadership teams, Personnel Managers and Union Reps to be briefed
W/C 13*" August - Team 5 and All staff email to be distributed
W/c 20"' August - letter to be delivered to staff home addresses

* Additional questions and answers have been provided to help you respond to any
   queries arising from the Team 5.

Key Messages - Summary

* Every year the Board looks at our UK performance and decides whether to grant a
   Shares In Success award, and how much to award.
* Over the years we were successful in the UK we have granted discretionary awards
   from Shares In Success to all UK employees.
* Unfortunately, in the last financial year we weren't successful; our UK performance
   was disappointing and UK profits dropped. For that reason the Board exercised their
   discretion and the decision was made that a Shares In Success award could not be
   granted in 2012.
* The Board felt strongly that although we could not make a Shares in Success award
   they wanted to recognise the efforts of our colleagues as we all work hard to build a
   better Tesco for customers, so decided to award a cash bonus award payable in
   2015/2017.
* Since we announced this in May we have received concerns from staff about the Cash
   Bonus not recognising certain situations where colleagues will leave the business
   before the award date. We understand there is also confusion and concern more
   broadly around the decisions made and we want to resolve these issues as soon as
   we can by communicating further with all colleagues.
* Please support the communication of this message to all staff before the letter to all
   staff at their home address arrives w/c 20'" August

Key Messages - Detail

What is the reason for the Board's decision not to award Shares In Success this year?

Every year the Board looks at our UK performance and decides whether to grant a Shares In Success award, and how much to award. Over the years we were successful in the UK we have granted discretionary awards from Shares In Success to all UK employees. Unfortunately, in the last financial year we weren't successful; our UK performance was
disappointing and UK profits dropped. For that reason the Board exercised their discretion and the decision was made that a Shares In Success award could not be granted in 2012.

The Board felt strongly that although we could not make a Shares in Success award they wanted to recognise the efforts of our colleagues, as we all work hard to build a better Tesco for customers, so decided to award a cash bonus award payable in 2015/2017

What are the differences between the Cash Bonus and Shares In Success?

The Cash Bonus is not a replacement "scheme" for Shares In Success. The Cash Bonus Scheme recognised our desire to recognise the efforts of colleagues and is a contribution towards the missed opportunity of not having Shares In Success in 2012. Therefore there are a number of differences between the two schemes:

* Shares In Success rewards colleagues for the contribution they have made in the
   previous financial year. The Cash Bonus is designed to reward colleagues who are
   with us at the award date in 2015 as it rewards future contribution and loyalty.

* With the cash bonus, you will not benefit from any share price increases or dividends
   paid between now and when you receive the cash bonus. Equally, the amount of the
   cash bonus you receive will not fall if our share price falls. You will benefit from any
   growth in salary between now and the award date.

Under Shares In Success the shares awarded to you become available to sell 3 years after the award date, on a conditional basis. This means that if you sell them between 3-5 years after the award date they are subject to tax and National Insurance. From 5 years after the award they are available to sell tax and National Insurance free.

The cash bonus applies similar treatment so if you choose to take your award on the first award date in May 2015 it will be subject to tax and National Insurance. If you choose to take your award at the second award date in May 2017 it will still be subject to tax and National Insurance, however, it will be paid in such a way that you receive the full award of 3.6% (capped at £3,000) e.g. gross.

Has anything changed following staff feedback on leaver treatment for the Cash Bonus?

We have listened carefully to the feedback we have received from staff. In particular we have received a number of comments from colleagues who are planning to retire or who may for certain reasons leave the Company before the award date. We understand their disappointment that under the rules we communicated, they would not be eligible for the Cash Bonus.

To recognise this we intend to provide a separate cash award of equivalent value for any colleagues who leave the business before the award date for the following reasons:

* Redundancy
* Retirement with notice
* Full & Partial Ill Health Retirement
* Death in Service
* TUPE Transfer Out

We are currently working on how this payment will be processed and will communicate further with Personnel Managers as soon as this has been agreed. We will write to any colleagues who have already left the business and are eligible for this payment.

What does the future look like — is this the end of Shares In Success?

Whilst we were unable to award Shares in Success this year, we want to be clear that the Shares In Success scheme is not closed — the Scheme remains in place. We recognise that all employee award schemes such as Shares In Success are a highly valued element of our total reward and benefits opportunity. We are working on a review to ensure that when the UK business is successful our UK colleagues share in that. We will share further details of this in due course.

Questions & Answers

Who will receive the cash bonus?

All UK employees who are employed on 25" February 2013 and remain employed until the award date of May 2015. If you leave before the award date in May 2015, you will not receive any bonus under the scheme.

What happens if I leave due to redundancy, retirement, death in service, Ill health retirement or TUPE between now and the award date in May 2015?

We have listened to the feedback we have received from colleagues who are disappointed that they will not receive the Cash Bonus it they leave before the award date in May 2015.

We are pleased to confirm that we have an alternative equivalent award for any colleague who leaves the business for the following reasons, before the award date in May 2015:

* Redundancy
* Retirement with notice
* Full & Partial Ill Health Retirement
* Death in Service
* TUPE Transfer Out

If you are in this situation your Personnel Manager will discuss this with you before you leave the business.

What happens to employees who left the business due to redundancy, retirement, death in service, ill health retirement or TUPE after the eligibility date for Shares In Success? Will they receive anything?

To be eligible for the cash bonus employees need to be in the business on the award date in May 2015. Under Shares In Success we describe that if an employee leaves for these reasons alter the end of the financial year but before the award date they may be eligible for cash compensation instead of shares. As no award has been made under Shares In
Success this year no payments will be made under this scheme.

However, to recognise the contribution of our colleagues in this situation we have decided to award them an alternative payment based on the principles of the cash bonus. This will be managed centrally and we will shortly be writing to anyone this applies to.

What happens if I choose not to take the cash bonus in May 2015 but leave before May 2017?

The cash bonus payment based on your earnings in the 2014/15 financial year (up to a maximum of £8,000) will be paid on leaving after deduction of tax and National Insurance.

Is this a permanent change, to move away from Shares In Success?

The decision to make a Shares In Success award is discretionary. Each year the business makes a decision whether an award will be made based on the performance of the UK. Although the Tesco Executive Committee decided not to award Shares In Success in 2012 the decision for next year's award has not yet been made. We have not closed the Shares In Success scheme and intend to keep a performance related all employee bonus scheme. We are working on a review to ensure that it is a reward that colleagues will value.

Can Tesco make this change to Shares In Success?

We have not changed or closed the Shares In Success scheme.

Shares In Success and the Tesco Cash Bonus scheme are discretionary schemes agreed by the Executive Committee who review and make a decision each year on whether an award will made and what the value would be.

Will my cash bonus be subject to Income Tax and National Insurance?

Your cash award will be subject to tax and NI in both 2015 and 2017. However, if you choose to take your award in 2017, you will receive a grossed up sum that means the sum of cash you receive after tax will be your full award.

With Shares In Success, if you sell your shares after three years tax and NI is payable on this money. The difference between the two schemes is that after five years with the Shares In Success scheme, the shares became genuinely tax free. The new cash bonus scheme tries to replicate this scenario in 2017 even though tax and NI must still be paid on the cash bonus.

Will the Cash Bonus payment increase my P60 earnings?

The cash bonus will show on your P60 as the gross amount in the year that you decide to take your bonus. This is the same as the Shares In Success scheme where the proceeds from selling your shares (when they become conditionally available after 3 years) also shows as a gross amount on your P60.

We have received feedback from colleagues concerned about the potential impact a cash award could have on their eligibility for Tax Credits. We are currently investigating this to establish if there is any way to lessen any impact. We will include further information on this in our communications before the award is paid in 2015.

What will happen for colleagues who have reduced earnings in 2014/15 due to Maternity?

We acknowledge and are considering the impact of this award on colleagues who have a period of lower earnings in the 2014/15 financial year due to maternity.

Are any previous awards of Shares In Success impacted by this change?

No, previous awards of Shares in Success are not impacted. Details cf these can be found in your Benefit Report issued in October or within the annual Share Incentive Plan (SIP) mailing you have recently received.

I would have received dividends for my Shares In Success shares whilst they were in trust - do I now lose out on this?

You will still continue to receive dividends on previous Shares In Success awards that are held in Trust until such time as you sell these shares.

With the cash bonus, you will not benefit from any share price increases or dividends paid between now and when you receive the bonus, as it is being paid in cash rather than shares. Equally the amount of bonus you receive will not fall if our share price falls. You will benefit from any growth in salary between now and the award date.