Information on the 2025 Capital Management Distribution

As announced on Thursday 28 August 2025, the Wesfarmers Board has recommended a capital management initiative by which Wesfarmers shareholders will receive a distribution of $1.50 per share, comprising a return of capital of $1.10 per share (Capital Component) and a fully-franked special dividend of $0.40 per share (Dividend Component).

The return of capital is subject to shareholder approval at the 2025 Annual General Meeting (AGM) on 30 October 2025. Payment of the special dividend is subject to shareholders approving the return of capital. The final form of the distribution is also subject to a final ruling from the Australian Taxation Office (ATO).

If approved, the total distribution will be approximately $1,703 million and will be paid on Thursday 4 December 2025. The record date for determining entitlements to receive the Capital Component and Dividend Component will be 4:00pm (Perth time) on Thursday 6 November 2025.

If all conditions are met, it is proposed that the Capital Component and Dividend Component will be paid on the same date, being Thursday 4 December 2025.

Set out below is some information and frequently asked questions in relation to the proposed 2025 capital management initiative. Please refer to the 2025 Notice of Annual General Meeting for further information.

Key dates

General information

Capital management overview
Return of capital

Shareholder information

Your shareholding
Payment details
Information for participants in the Wesfarmers employee share plans
Tax implications

Key dates

What are the key dates for the capital management initiative?

Thursday 30 October 2025

Annual General Meeting, at which shareholders will vote to approve the return of capital.

Monday 3 November 2025

Effective date for return of capital.

Tuesday 4 November 2025

Last date for trading ‘cum return of capital’ and ‘cum dividend’ for shares.

Wednesday 5 November 2025

Shares commence trading on an ‘ex return of capital’ and ‘ex dividend’ basis.

4:00pm (Perth time) Thursday 6 November 2025

Record date for determining entitlement to participate in the capital management initiative.

4:00pm (Perth time) Friday 7 November 2025

Last date for elections under the Wesfarmers Dividend Investment Plan.

Thursday 4 December 2025

Payment date for Capital Component and Dividend Component.
If relevant, allocation date for shares under the Wesfarmers Dividend Investment Plan in respect of the Dividend Component.
Mail packs issued to shareholders enclosing:
- Capital Component payment advice; and
- Dividend Component payment advice (including the number of shares allocated under the Wesfarmers Dividend Investment Plan if relevant).

General information

Capital management overview

Why is the capital management initiative being undertaken and how will it be funded?

The proposed capital management initiative is being undertaken to return a portion of the Wesfarmers Group’s surplus capital equitably to shareholders, and to ensure that Wesfarmers has a more efficient capital structure. The initiative has been made possible by cash flow from the Wesfarmers Group’s sale of certain assets during FY2022 to FY2025, being the disposal of Wesfarmers’ remaining 4.9 per cent interest in Coles, the divestment of Coregas and the divestment of Wesfarmers Chemicals, Energy and Fertilisers’ liquified petroleum gas and liquified natural gas distribution businesses.

The proposed capital management initiative reflects the strength of Wesfarmers’ balance sheet, set out in the 2025 Annual Report, its ability to generate cash flow and the availability of well-established funding sources. Upon completion of the capital management initiative, Wesfarmers expects to maintain its current strong credit ratings and the balance sheet capacity to take advantage of value accretive opportunities should they arise.

The proposed capital management initiative demonstrates Wesfarmers’ commitment to efficient capital management, and its focus on delivering a satisfactory return to shareholders.

The initiative will be funded by proceeds from the divestments. In determining whether to implement the capital management initiative, the Board has reviewed Wesfarmers’ assets, liabilities and expected cash flows. The Board considers that the proposed capital management initiative is fair and reasonable to shareholders as a whole, and will not materially prejudice Wesfarmers’ ability to pay its creditors, or affect its solvency.

How will the capital management initiative work and what is the effect on the company?

If the proposed capital management initiative is approved by shareholders at the 2025 AGM, collectively, shareholders will receive a total distribution of approximately $1,703 million. The Capital Component is approximately $1,249 million and will reduce Wesfarmers’ share capital by this amount. The payment of the Capital Component will result in the transfer of this capital directly to shareholders.

Under the proposed return of capital, all shareholders will be treated in the same manner. The return of capital will constitute an equal reduction of Wesfarmers’ share capital for the purposes of Part 2J.I of the Corporations Act 2001 (Cth). It applies to each shareholder equally in proportion to the number of shares they hold and the terms of the return are the same for each shareholder. As no shares will be cancelled in connection with the return of capital, the return of capital will not affect the number of shares held by each shareholder nor the control of the Company.

The Dividend Component is approximately $454 million in total.

(i) Effect on credit rating

In determining whether to implement the capital management initiative, the Board has considered any potential impacts on Wesfarmers’ credit ratings. Taking into account Wesfarmers’ robust credit metrics and continued strong cash flows, the Board considers that the capital management initiative will not adversely affect Wesfarmers’ credit ratings.

(ii) Effect on financial position

The proposed capital management initiative will be funded by proceeds from the divestments. In determining whether to implement the capital management initiative, the Board has reviewed Wesfarmers’ assets, liabilities and expected cash flows. The Board considers that the proposed capital management initiative is fair and reasonable to shareholders as a whole, and will not materially prejudice Wesfarmers’ ability to pay its creditors, or affect its solvency.

(iii) Effect on growth strategies

In meeting its objective of delivering a satisfactory return to shareholders, Wesfarmers seeks to strengthen existing businesses through operating excellence, secure growth opportunities through entrepreneurial initiative, renew its portfolio through value-adding transactions, and ensure sustainability through responsible long-term management.

Having regard to Wesfarmers’ strong balance sheet and cash flow generation, together with its well-established funding sources (if required) and robust credit metrics, the Board has determined that, consistent with Wesfarmers’ growth strategy, Wesfarmers is able to undertake the capital management initiative without materially prejudicing its ability to fund new investments, or to take advantage of value accretive opportunities, should they arise.

(iv) Effect on ability to frank future dividends determined

The payment of the fully-franked special dividend is subject to shareholder approval of the return of capital at the 2025 AGM.

In relation to the franking of future dividends determined, Wesfarmers’ dividend policy seeks to deliver dividends taking into account Wesfarmers’ current and projected cash position, profit generation and available franking credits. As dividends are determined in the future, and if franking credits are available for distribution, it is Wesfarmers’ intention that available franking credits be distributed to ensure the most equitable distribution of dividends to shareholders. The payment of the fully-franked special dividend is not expected to impact the ability to continue to fully-frank future dividends.

What is the Capital Component?

The proposed Capital Component is $1.10 per share and will be entirely capital in nature, subject to the final ruling from the ATO.

The Capital Component is not eligible to participate in the Wesfarmers Dividend Investment Plan as it is not a dividend payment.

Why return capital this way?

This method is seen as the most equitable way of returning a portion of surplus capital in cash to all shareholders.

The return of capital demonstrates Wesfarmers' commitment to efficient capital management and its focus on providing a satisfactory return to all shareholders.

What will happen to the number of shares I hold?

There will be no share consolidation as part of this capital management initiative and the number of Wesfarmers shares held by shareholders will not be affected by the return of capital.

Fully-franked special dividend (Dividend Component)

What is the Dividend Component?

The proposed Dividend Component is a fully-franked distribution of $0.40 per share. Shareholder approval is not required for the Board to determine and pay the Dividend Component, but the Board has decided that the determination and payment of the Dividend Component will be conditional on shareholders approving the Capital Component.

Does the Dividend Investment Plan apply to the Dividend Component?

For those shareholders who participate in the Wesfarmers Dividend Investment Plan, as with other dividends, the Dividend Component of $0.40 per share will be applied to acquire additional shares, in accordance with each shareholder’s level of participation in the Dividend Investment Plan.

Shareholder information

Your shareholding

Am I eligible for the capital management initiative?

To be eligible to receive the proposed return of capital and fully-franked special dividend, you need to be a registered shareholder on the record date for determining entitlements, which is 4.00pm (Perth time) on Thursday 6 November 2025.

The last date to purchase shares that will be eligible to receive the return of capital and fully-franked special dividend is Tuesday 4 November 2025.

Any Wesfarmers shareholder who:

sells their shares while the shares are trading on a ‘cum return of capital’ basis (i.e., on or before Tuesday 4 November 2025); or
purchases their shares after the shares start trading on an ‘ex return of capital’ basis (i.e., on or from Wednesday 5 November 2025),

will not receive the return of capital or special dividend.

Do I have the choice to participate in the capital management initiative?

If the return of capital is approved by shareholders at the 2025 AGM, all registered shareholders on the record date will receive the return of capital and fully-franked special dividend – there is no opportunity for shareholders to 'opt out' of the return of capital and fully-franked special dividend. The record date for the return of capital is 4:00pm (Perth time) on Thursday 6 November 2025.

How much will I receive?

Shareholders will receive $1.50 for every share held as registered holder on the record date of 4:00pm (Perth time) on Thursday 6 November 2025, comprising the Capital Component of $1.10 per share and the Dividend Component of $0.40 per share.

For example, if you hold 1,000 shares as at the record date, you will receive 1,000 x $1.50 or $1,500, comprising $1,100 as the Capital Component payment and $400 as the Dividend Component payment.

Will the Dividend Investment Plan apply?

The Capital Component of $1.10 per share is not eligible to participate in the Dividend Investment Plan as it is not a dividend payment.

Will my shares be worth less after the capital management initiative?

If the proposed return of capital is approved by shareholders, resulting in the distribution of the Capital Component and Dividend Component, Wesfarmers shares may trade at a lower price from the ‘ex date’ than they otherwise would have done, had the capital management initiative not occurred. This is due to the outflow of funds to shareholders. The Company has no convertible securities on issue and no fractional entitlements will arise as a result of the capital management initiative.

Payment details

How and when will I be paid?

As with ordinary dividend payments, payments of the Capital Component and Dividend Component to shareholders who have Australian, New Zealand or United Kingdom bank accounts registered will be made via direct credit to the bank account recorded on the share registry as at 4:00pm (Perth time) on Thursday 6 November 2025.

Shareholders will be sent payment advices for the Capital Component and Dividend Component payments on Thursday 4 December 2025.

Shareholders who participate in the Wesfarmers Dividend Investment Plan will be sent advice for the Wesfarmers Dividend Investment Plan shares issued for the special dividend on Thursday 4 December 2025.

How do I provide, update or check my bank account details?

The payments of the Capital Component and Dividend Component to shareholders who have Australian, New Zealand or United Kingdom bank accounts registered will be made via direct credit to the bank account recorded on the share registry as at the record date of 4:00pm (Perth time) on Thursday 6 November 2025. Shareholders who have not provided the share registry with their bank account details can provide their details online at www.investorcentre.com/au.

For assistance or enquiries, please contact Computershare Investor Services Pty Limited on 1300 558 062 (within Australia) or (+61 3) 9415 4631 (outside Australia).

If you participate in one or more of the Wesfarmers employee share plans, you can view general information in relation to the implications of the proposed capital management initiative at www.equateplus.com once you have logged in with your User ID and password. You can also check or update your bank account details on this same website.

Tax implications

What are the shareholder tax implications of the capital management initiative?

The summary in this section is general in nature and should not be relied upon as advice. In addition, the tax implications for each shareholder will depend on the circumstances of the particular shareholder. Accordingly, all shareholders are encouraged to seek their own professional advice in relation to their tax position. Neither Wesfarmers nor any of its officers, employees or advisors assumes any liability or responsibility for advising shareholders about the tax consequences of the capital management initiative.

Wesfarmers has applied to the ATO for a Class Ruling to confirm the income tax consequences of the return of capital for Wesfarmers shareholders who hold their shares on capital account. The Class Ruling will not apply to shareholders who hold their shares on revenue account or as trading stock, or for shareholders who have elected for the Taxation of Financial Arrangement provisions to apply in respect of their shares. Subject to receiving the Class Ruling, Wesfarmers expects that the taxation consequences for relevant Wesfarmers shareholders are as described below. However, no assurance can be given as to the content of the Class Ruling. The final version of the Class Ruling will be published following payment of the capital management initiative and notice will be included in the Government Notices Gazette. Wesfarmers will display the final version of the Class Ruling on its website once it becomes available.

Wesfarmers will provide a detailed summary of the shareholder tax implications once it has received the Class Ruling from the ATO.

Capital Component

(i) Resident shareholders

For those shareholders who are tax residents of Australia and hold their shares on capital account at the time the Capital Component is paid, no part of the return of capital should be treated as a dividend or ordinary income for income tax purposes. Also:

– the cost base for each share acquired after 19 September 1985 should be reduced by amount of the Capital Component (on a cents per share basis) for the purpose of calculating any capital gain or capital loss on the ultimate disposal of that share; and

– if the cost base (after taking into account any relevant adjustments, for any indexation, previous returns of capital, or cost base adjustments) of a share acquired after 19 September 1985 is less than the return of the Capital Component (on a cents per share basis), then an immediate capital gain will arise for the difference. The capital gain will be a discount capital gain for shareholders that are an individual, trust or complying superannuation fund and acquired their shares at least 12 months before the payment date of Thursday 4 December 2025. The discount factor for resident individuals and trusts is one-half, and for complying superannuation funds is one-third.

No capital gain or capital loss should arise in respect to a share acquired on or before 19 September 1985.

(ii) Non-resident shareholders

For those shareholders who are not tax residents of Australia and hold their shares on capital account, no Australian income tax implications should arise as a consequence of the return of capital.

Non-resident shareholders should seek specific advice in relation to the tax consequences arising from the Capital Component under the laws of their country of residence.

Dividend Component

The Dividend Component of the distribution (the fully-franked special dividend) should be taxed as a normal dividend to shareholders.

(i) Resident shareholders

A resident shareholder’s assessable income will include the amount of the Dividend Component (on a cents per share basis), as well as the amount of franking credits attached to the Dividend Component. The shareholder will generally be entitled to a tax offset (rebate) corresponding to the amount of the franking credits.

Generally, to be eligible for the franking credit and tax offset, the shareholder must have held the share ‘at risk’ for at least 45 days (not including the date of acquisition or the date of disposal). This rule should not apply to an individual whose tax offset entitlement (on all shares and interests in shares held) does not exceed $5,000 for the income year in which the dividend is paid. If a shareholder enters into put or call options (or other derivatives) in relation to shares, this may affect whether the shareholder holds the shares sufficiently ‘at risk’ for the purposes of the franking rules, and specific advice should be sought.

For a shareholder who is an individual, a complying superannuation entity or a registered charity (in certain circumstances), the shareholder will generally be entitled to a tax refund to the extent that the franking credits attached to the dividend for the income year exceed the shareholder’s tax liability for the income year.

For a shareholder that is a company, the dividend received from Wesfarmers will generally give rise to a franking credit in the company’s franking account.

A shareholder that is a beneficiary of a trust or a partner in a partnership should obtain their own specific advice.

(ii) Non-resident shareholders

The Dividend Component should generally not be assessable income nor subject to dividend withholding tax for non-resident shareholders.

Information on the 2025 capital management initiative