J Sainsbury : AGM 2023 - Notice of Meeting

J Sainsbury plcNotice of AGM 01

(Registered in England and Wales - company number 185647)

Notice of Annual General Meeting 2023

J Sainsbury plc registered office, 33 Holborn, London, EC1N 2HT

Thursday, 6 July 2023 at 10.00am

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or transferred all your ordinary shares in J Sainsbury plc, you should pass this document to the person through whom the sale or transfer was effected so they can pass this document to the person who now holds the shares.

02 J Sainsbury plcNotice of AGM

Chair's Letter to Shareholders

Dear Shareholder

I am pleased to invite you to this year's Annual General Meeting (the AGM) of J Sainsbury plc (the Company) which will be held at our registered office, 33 Holborn, London, EC1N 2HT at 10.00am on Thursday, 6 July 2023, with facilities to attend virtually. Full details of the meeting (including how to participate virtually) and the resolutions that will be put to shareholders are set out in the Notice of Annual General Meeting (the Notice).

AGM arrangements

The AGM is an opportunity for shareholders to express their views directly to the Directors of the Company. We remain committed to engaging with all our stakeholders and have given careful consideration to the arrangements for this year's AGM. Like last year, the AGM will be held as a combined physical and virtual general meeting to enable as many shareholders as possible to attend.

Our experience in modernising the traditional format of the AGM has been very positive, enabling shareholders to take part in recent meetings virtually and to ask questions and vote during the meeting. Shareholders are able to attend and participate in the AGM virtually at https://web.lumiagm.com/169743340. Further details on how to participate in the AGM virtually, and how to attend the physical venue, can be found on pages 11 to 14.

If you wish to attend the AGM in person, we request that you register your intention to do so on our website at www.about.sainsburys.co.uk/AGM2023 no later than 5.30pm on Tuesday, 4 July 2023. There will be no exhibitions or lunch provided, but light refreshments will be available before the start of the meeting. Those entitled to attend in person will be able to access the building from 9.00am on Thursday, 6 July 2023 and should allow extra time to enable security measures to be completed.

Only registered shareholders, proxies and corporate representatives and their accompanying carers will be allowed entry to the meeting. We request that you do not invite guests to the meeting.

Any changes to our AGM arrangements will be communicated to shareholders via the Company's website at www.about.sainsburys.co.uk/AGM2023. Our corporate website is the principal means that we use to communicate with our shareholders, and we therefore encourage you to monitor this for updates about the AGM.

Voting

However you decide to join the AGM this year, we value your vote and we encourage you to take the opportunity to provide us with your views. Voting on all resolutions at the AGM will be by way of a poll.

You can vote in a number of ways. You may vote in advance of the AGM by submitting a proxy vote online or by returning the proxy form posted to you. Those attending virtually will be able to cast their vote at https://web.lumiagm.com/169743340. Shareholders attending in person will be provided with a voting card at the venue.

We strongly encourage you to appoint the Chair of the meeting as your proxy. You can submit your proxy appointments and voting instructions in advance of the AGM as follows:

• Register your proxy votes electronically by logging on to the Company's Registrar website, www.sharevote.co.uk, or by using the service offered by Euroclear UK & Ireland Limited for members of CREST. Institutional shareholders may also be able to appoint a proxy or proxies electronically via the Proxymity platform; or
• Complete and return a paper Proxy Form to the Company's Registrar at Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA.

Proxies must be received by the Company's Registrar no later than 10.00am on Tuesday, 4 July 2023 to be valid. Further information on how to appoint a proxy and information on corporate representatives and voting is set out on pages 15 and 16.

Shareholder questions

You are welcome to submit questions in advance of the AGM using the dedicated email address [e-mail]. All questions should be submitted by 6.00pm on Friday, 23 June 2023 and should include your full name and your Shareholder Reference Number. The Board will give priority to answering pre-submitted questions at the AGM and responses to these will be published on our website as soon as is practicable after the AGM. Please note that where a number of similar questions have been asked, we will group these accordingly.

J Sainsbury plcNotice of AGM 03

Business of the AGM

Following a robust recruitment process, the Board appointed Bláthnaid Bergin as Chief Financial Officer and as a Director of the Company with effect from 5 March 2023. We are therefore asking you to elect Bláthnaid for the first time at this AGM. She has a strong record of financial leadership and I am certain that she will continue to contribute strongly to the ongoing delivery of our strategy.

The resolutions to be proposed at the AGM are set out in the Notice together with explanations in each case. In addition to our standard AGM resolutions, shareholders are invited to vote on a resolution to approve the Directors' Remuneration Policy.

Recommendation

The Board believes that resolutions 1 to 21 are in the best interests of the Company and its shareholders and are unanimous in recommending that you vote in favour of each of them as we intend to do as fellow shareholders.

Results of the AGM

The voting results will be announced through a regulatory information service and published on our website shortly after the meeting.

Yours sincerely

Martin Scicluna

Chair

9 May 2023

04 J Sainsbury plcNotice of AGM

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (the AGM) of J Sainsbury plc (the Company) will be held at 33 Holborn, London, EC1N 2HT and virtually at 10.00am on Thursday, 6 July 2023 for the transaction of the following business. Voting on all resolutions will be by way of a poll.

The resolutions numbered 1 to 16 and 20 will be proposed as ordinary resolutions and must each receive more than 50 per cent of the votes cast in order to be passed (not counting votes 'Withheld'). Resolutions 17 to 19 and 21 will be proposed as special resolutions and must each receive at least 75 per cent of the votes cast in order to be passed (not counting votes 'Withheld').

The Board considers resolutions 1 to 21 to be in the best interests of the Company and its shareholders as a whole and recommends that you vote FOR these resolutions.

Report and Accounts

1. To receive and adopt the Company's audited Annual Report and Financial Statements for the 52 weeks to 4 March 2023, together with the Reports of the Directors and auditor.

Directors' Remuneration Report and Directors' Remuneration Policy

1. To approve the Annual Report on Remuneration set out on pages 96 to 107 (inclusive) of the Company's Annual Report and Financial Statements for the 52 weeks to 4 March 2023.
2. To approve the Directors' Remuneration Policy set out on pages 108 to 113 (inclusive) of the Company's Annual Report and Financial Statements for the 52 weeks to 4 March 2023.

Final Dividend

4. To declare a final dividend of 9.2 pence per ordinary share in respect of the 52 weeks to 4 March 2023.

Election and Re-election of Directors

1. To elect Bláthnaid Bergin as a Director.
2. To re-elect Jo Bertram as a Director.
3. To re-elect Brian Cassin as a Director.
4. To re-elect Jo Harlow as a Director.
5. To re-elect Adrian Hennah as a Director.
6. To re-elect Tanuj Kapilashrami as a Director.
7. To re-elect Simon Roberts as a Director.
8. To re-elect Martin Scicluna as a Director.
9. To re-elect Keith Weed as a Director.

Appointment of auditor

14. To re-appoint Ernst & Young LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

Auditor's remuneration

15. To authorise the Audit Committee, for and on behalf of the Directors, to determine the auditor's remuneration.

Directors' general authority to allot shares

16. That the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the 2006 Act) to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £225,202,500, such authority to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and

to expire at the end of the annual general meeting of the Company in 2024 or at the close of business on 2 September 2024, whichever is the earlier, but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired.

General authority to disapply pre-emption rights

17. That, subject to the passing of Resolution 16, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by Resolution 16 above or to sell equity securities held by the Company as treasury shares for cash, as if Section 561 of the 2006 Act did not apply to any such allotment or sale, in each case:

1. in connection with a pre-emptive offer; and
2. otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £33,780,300,

such authority to expire at the end of the annual general meeting of the Company in 2024 or at the close of business on 2 September 2024, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purposes of this resolution, a pre-emptive offer means an offer of equity securities and/or sale of treasury shares open for acceptance for a period fixed by the Directors:

1. to holders (other than the Company) of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings on the register on a record date fixed by the Directors; and
2. to the holders of other equity securities, as entitled by the rights attaching to those securities, or as the Directors otherwise consider necessary,

but subject in both cases to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory whatsoever. The nominal amounts of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

J Sainsbury plc Notice of AGM 05

Authority to allot equity securities for cash or to sell treasury shares other than on a pro rata basis to shareholders in connection with acquisitions or specified capital investments

18. That, subject to the passing of Resolution 16 and in addition to any authority granted under Resolution 17, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by Resolution 16 or to sell equity securities held by

the Company as treasury shares for cash, as if Section 561(1) of the 2006 Act did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £33,780,300; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles on the disapplication of Pre-Emption Rights (the Statement of Principles) most recently published prior to the date of the Notice,

such power to expire at the end of the annual general meeting of the Company in 2024 or at the close of business on 2 September 2024, whichever is the earlier, but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired, and the Directors may allot equity securities or sell treasury shares under any such offer or agreement as if the authority had not expired.

Authority to purchase own shares

19. That the Company be generally and unconditionally authorised for the purposes of Section 701 of the 2006 Act to make market purchases (within the meaning of Section 693(4) of the 2006 Act) of ordinary shares of 284/7 pence each in the capital of the Company ('ordinary shares') in such manner and upon such terms as the Directors may from time to time determine, provided that:

1. the maximum number of ordinary shares which may be purchased is 236,462,600;
2. the minimum price which may be paid for an ordinary share is 284/7 pence (being the nominal value of an ordinary share) exclusive of associated expenses;
3. the maximum price which may be paid for an ordinary share is an amount equal to the higher of: (i) 105 per cent of the average of the closing price of an ordinary share derived from the London Stock Exchange Daily Official List for the

five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and

1. (ii) the higher of the price of the last independent trade of an ordinary share and the highest current bid for an ordinary share on the trading venue where the purchase is carried out (exclusive of associated expenses); and

2. the authority to purchase shares conferred by this Resolution 19 shall expire at the end of the Company's annual general meeting in 2024 or at the close of business on 2 September 2024, whichever is the earlier, save that the Company may make a contract to purchase ordinary shares under this authority before the expiry of the authority which will or may be completed wholly or partly thereafter and
   a purchase of shares may be made in pursuance of any such contract.

Political donations

20. That,

1. in accordance with Section 366 of the Companies Act 2006, the Company, and any company which, at any time during the period for which this resolution has effect,
   is a subsidiary of the Company, be and are authorised during the period beginning with the date of the passing of this resolution and ending at the conclusion of the AGM to be held in 2024 or at the close of business on 2 September 2024, whichever is earlier:
2. 1. to make political donations to political parties and/or independent election candidates, not exceeding £50,000 in total;
   2. to make political donations to political organisations other than political parties, not exceeding £50,000 in total; and
   3. to incur political expenditure, not exceeding £50,000

in total.

1. all existing authorisations and approvals relating to political donations or expenditure under Part 14 of the 2006 Act are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval; and
2. words and expressions defined for the purpose of the 2006 Act shall have the same meaning in this resolution.

Notice period for general meetings other than annual general meetings

21. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board

Tim Fallowfield OBE

Company Secretary and Corporate Services Director

9 May 2023