As announced on Thursday 28 August 2025, the Wesfarmers Board recommended a capital management initiative to Wesfarmers shareholders 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).

Shareholders voted in favour of the return of capital at the 2025 Annual General Meeting (AGM) on Thursday 30 October 2025. The final form of the distribution is also subject to a final ruling from the Australian Taxation Office (ATO).

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

Set out below is some information and frequently asked questions in relation to the 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 voted 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).

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General information

Capital management overview

Why was the capital management initiative undertaken and how was it funded?

The capital management initiative was 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 was 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 capital management initiative reflected 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. Following the 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 capital management initiative demonstrated Wesfarmers’ commitment to efficient capital management, and its focus on delivering a satisfactory return to shareholders.

In determining whether to implement the capital management initiative, the Board reviewed Wesfarmers’ assets, liabilities and expected cash flows. The Board considered that the 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 did the capital management initiative work and what is the effect on the company?

The capital management initiative was approved by shareholders at the 2025 AGM, and collectively, shareholders received a total distribution of approximately $1,703 million. The Capital Component was approximately $1,249 million and reduced Wesfarmers’ share capital by this amount. The payment of the Capital Component resulted in the transfer of this capital directly to shareholders.

Under the return of capital, all shareholders were treated in the same manner. The return of capital constituted an equal reduction of Wesfarmers’ share capital for the purposes of Part 2J.1 of the Corporations Act 2001 (Cth). It applies to each shareholder equally in proportion to the number of shares they held and the terms of the return were the same for each shareholder. As no shares were cancelled in connection with the return of capital, the return of capital did not affect the number of shares held by each shareholder nor the control of the Company.

The Dividend Component was approximately $454 million in total.

(i) Effect on credit rating

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

(ii) Effect on financial position

The capital management initiative will be funded by proceeds from the divestments. In determining whether to implement the capital management initiative, the Board reviewed Wesfarmers’ assets, liabilities and expected cash flows. The Board considered that the capital management initiative is fair and reasonable to shareholders as a whole, and would 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 determined that, consistent with Wesfarmers’ growth strategy, Wesfarmers was 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 was 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.

Return of capital (Capital Component)

What was the Capital Component?

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

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

Why return capital this way?

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

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

What happened to the number of shares I hold? 

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

Fully-franked special dividend (Dividend Component)

What was the Dividend Component?

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

Did 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 was applied to acquire additional shares, in accordance with each shareholder’s level of participation in the Dividend Investment Plan.

Shareholder information

Your shareholding

Was I eligible for the capital management initiative?

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

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

Any Wesfarmers shareholder who: 

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

did not receive the return of capital or special dividend. 

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

The return of capital was approved by shareholders at the 2025 AGM, and all registered shareholders on the record date received the return of capital and fully-franked special dividend – there was 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 was 4:00pm (Perth time) on Thursday 6 November 2025.

How much did I receive?

Shareholders received $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 held 1,000 shares as at the record date, you would have received 1,000 x $1.50 or $1,500, comprising $1,100 as the Capital Component payment and $400 as the Dividend Component payment.

Did the Dividend Investment Plan apply?

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.

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

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

Wesfarmers shares may have traded 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 had no convertible securities on issue and no fractional entitlements arose as a result of the capital management initiative.

Payment details

How and when was I 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, were 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 were 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 were sent advice for the Wesfarmers Dividend Investment Plan shares issued for the special dividend on Thursday 4 December 2025.

Information for participants of the Wesfarmers employee share plans

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 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 were 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.

Please refer to the ATO Class Ruling CR 2025/85 for the income tax consequences of the return of capital for Wesfarmers shareholders who hold their shares on capital account. The final version of the Class Ruling is displayed on Wesfarmers’ website in this same capital management section, and notice has been included in the Government Notices Gazette. The Class Ruling does 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. A Shareholder Tax Information Guide has also been published and is available on Wesfarmers’ website in this same capital management section.

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 the 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 amount 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.