• VOTE ONLINE AT SHAREVOTE.CO.UK

Voting ID

Task ID

Annual General Meeting 2023 (the AGM) - Vote your shares

We strongly recommend that you submit your voting instructions ahead of the AGM. You can submit your voting instructions by completing and returning the below Proxy Form.

0222-0208

Shareholder Reference No.

+

Once completed, please return this proxy form to our Registrar, Equiniti Limited (Equiniti), Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA in the pre-paid envelope provided (UK only). All votes must be submitted by no later than 11.30am on Wednesday, 14 June 2023. Guidance notes are set out overleaf and in the Notice of Annual General Meeting 2023 (Notice) on pages 13 to 14.

My voting instructions are:

Indicate vote by marking an X in black ink

Resolution

For

Against

Vote

Resolution

For

Against

Vote

Withheld

Withheld

1.

To receive the report and accounts.

12.

To re-elect Imran Nawaz as a Director.

2.

To approve the Directors' remuneration

13.

To re-elect Alison Platt as a Director.

report.

3.

To declare a final dividend.

14.

To re-elect Karen Whitworth as a Director.

4. To elect Caroline Silver as a Director.

15.

To reappoint the auditor.

5.

To re-elect John Allan as a Director.

16.

To authorise the Audit Committee to

set the auditor's remuneration.

6.

To re-elect Melissa Bethell as a Director.

17.

To authorise political donations by the

Company and its subsidiaries.

7.

To re-elect Bertrand Bodson as a Director.

18.

To authorise the Directors to allot shares.

8.

To re-elect Thierry Garnier as a Director.

19.

To authorise the Directors to disapply

pre-emption rights.*

To authorise the Directors to disapply

9.

To re-elect Stewart Gilliland as a Director.

20.

pre-emption rights for acquisitions and

other capital investment.*

10.

To re-elect Byron Grote as a Director.

21.

To authorise the Company to purchase its

own shares.*

To authorise a 14-day notice period for

11.

To re-elect Ken Murphy as a Director.

22.

general meetings.*

* Special resolution

Please tick here if this proxy appointment is one of multiple appointments (see note 5)

Number of shares

Signing Declaration

I/we being a shareholder(s) of the Company hereby appoint the Chair of the Meeting, or

(INSERT NAME OF INDIVIDUAL YOU WISH TO ACT AS YOUR PROXY IN BLOCK LETTERS)

as my/our proxy to vote on my/our behalf at the AGM of the Company to be held on Friday, 16 June 2023 at 11.30am and at any adjournment(s) thereof. In respect of the resolutions set out in full in the Notice, I/we desire my/our proxy to vote as indicated above.

Signature

Date

+

+

AGM - 16 June 2023 - attendance card

The 2023 Annual General Meeting of Tesco PLC will be held on Friday, 16 June 2023 at 11.30am at:

Heart building

Shire Park

Welwyn Garden City

Hertfordshire

AL7 1TW

Guidance notes

1. Voting ahead of the AGM

Your votes are important to us and we would strongly encourage you to submit your voting instructions as early as possible.

You can submit your voting instructions electronically at www.sharevote.co.uk, where you will need your Voting ID, Task ID and Shareholder Reference Number.

You are entitled to appoint a proxy or proxies, who need not be a shareholder, or the Chair of the Meeting, to exercise any or all of your rights to attend, speak and vote. Please note the deadline for submitting proxies will be 11.30am on Wednesday, 14 June 2023.

2. Eligibility to vote

Shareholders on the register at 6.30pm on Wednesday, 14 June 2023 have the right to attend, speak and vote on the resolutions. Changes to the register of members after this time will be disregarded in determining the rights of any person to attend, speak and vote at the AGM.

3. Resolutions

Details of the resolutions and the biographies setting out the skills and experience of each of the Directors standing for election or re-election are set out in the Notice.

4. Vote Withheld

The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a Vote Withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' or 'Against' a resolution.

5. Appointing multiple proxies

You may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different shares held by you. Please indicate if the proxy appointment is one of multiple appointments and the number of shares in respect of which the proxy is appointed. If you wish to appoint more than one proxy by post, each proxy must be appointed on a separate proxy form. Additional paper proxy forms may be obtained from Equiniti. Alternatively, you may photocopy this proxy form the required number of times before completing it.

All paper proxy forms must be signed and returned together in the same envelope and any amendments must be initialled. If you appoint more than one proxy in respect of the same shares, the latest paper proxy form received will be accepted in substitution for any previous appointments.

6. Proxy discretion

If you have not given specific instructions on how your proxy should vote in respect of any resolution, your proxy will have discretion to vote on that resolution, in respect of the amount of shares that they have been appointed proxy for, as they see fit. Your proxy can vote, or abstain from voting, as they decide on any other business which may validly come before the meeting.

7. Corporate shareholders

If a shareholder is a corporation, the proxy should be given under the common seal or under the hand of an officer or attorney duly authorised in writing.

8. Joint shareholders

In the case of joint holders, any joint holder may sign this proxy form, but the vote of the person whose name appears first in the register of members in respect of the holding or their proxy will be accepted to the exclusion of the votes of other joint holders or their proxies.

9. Returning paper proxy forms

A pre-paid envelope is enclosed for UK postage only. From outside the UK, Isle of Man or Channel Islands, the appropriate postage must be paid. Please do not use this proxy form to communicate a change of address or any other notifications. Please contact Equiniti separately and they will be pleased to assist you.

10. Attending in person after submitting a proxy form

Submitting a proxy form in advance does not prevent you from attending and voting at the meeting in person.

11. Electronic communications

Please note that any electronic communication, including an electronic proxy form, found to contain a computer virus will not be accepted. The use of the internet service in connection with the AGM is governed by Equiniti's conditions of use set out on the website, www.sharevote.co.uk, and may be read by logging on to the sharevote site.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Tesco plc published this content on 12 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2023 10:15:53 UTC.