JD Sports Fashion : AGM notice

THIS DOCUMENT IS IMPORTANT AND

REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, or an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or transferred all of your ordinary shares in JD Sports Fashion Plc, please send this document and any other documents that accompany it as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding, you should retain this document and its enclosures.

JD Sports Fashion Plc

(incorporated in England and Wales under company number 01888425)

NOTICE OF THE

2023 ANNUAL GENERAL MEETING

Notice of the 2023 Annual General Meeting of JD Sports Fashion Plc, to be held at Addleshaw Goddard LLP, One St. Peter's Square, Manchester, M2 3DE on Tuesday 27 June 2023 at 9.00am, is set out on pages 4 and 5 of this document.

Whether or not you propose to attend the meeting, please complete and submit a proxy appointment in accordance with the notes to the Notice of the Annual General Meeting set out on pages 6 and 7. To be valid, your proxy appointment must be received at the address for delivery specified in the notes by no later than 9.00am on Friday 23 June 2023.

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LETTER FROM THE NON-EXECUTIVE CHAIR

Letter from the Non-Executive Chair of JD Sports Fashion Plc to the holders of ordinary shares in JD Sports Fashion Plc (registered in England and Wales with number 01888425)

Directors:

Regis Schultz (Chief Executive Officer), Neil James Greenhalgh (Chief Financial Officer), Andrew Higginson (Independent Non-Executive Chair), Kathryn Louise Smith (Independent Non-Executive Director, Senior Independent Director, Workforce Engagement Director), Helen Ashton (Independent Non-Executive Director and Audit Chair), Suzi Williams (Independent Non-Executive Director and Remuneration Committee Chair), Mahbobeh Sabetnia (Independent Non- Executive Director and Consumer Duty Director), Andrew Michael Long (Non-Executive Director), Hubertus Georg Hoyt (Independent Non-Executive Director), Ian Dyson (Independent Non-Executive Director).

Dear Shareholder

2023 Annual General Meeting

23 May 2023

I am pleased to be writing to you with details of the 2023 Annual General Meeting (the 'AGM') of JD Sports Fashion Plc (the 'Company'), which we will be holding at Addleshaw Goddard LLP, One St. Peter's Square, Manchester, M2 3DE on Tuesday 27 June 2023 at 9.00am.

Business of the Meeting

The business to be transacted at the AGM is set out in the formal notice of AGM (the 'Notice'), as set out on pages 4 and 5 of this document which contains the proposed resolutions on which you are invited to vote. Explanatory notes to the business to be considered are set out in the Appendix to this document.

Format of the AGM and appointing a proxy

We look forward to welcoming you in person to the AGM.

If you are unable, or would prefer not, to attend the AGM in person, you can still be represented at the meeting by appointing a proxy to act on your behalf and by giving instructions on how you wish your proxy to vote on the proposed resolutions.

Irrespective of whether or not you propose to attend the meeting, we would encourage you to appoint the Chair of the meeting as your proxy. This will ensure that your vote will be counted if ultimately you are (or any proxy you might otherwise appoint is) not able to attend on the day for any reason. If you appoint the Chair of the meeting as your proxy, the Chair will vote in accordance with your instructions. If the Chair is given discretion as to how to vote, he or she will vote in favour of each of the proposed resolutions set out in the Notice. Appointing a proxy will not prevent you from attending and voting in person if you wish to do so.

All proposed resolutions will be put to a vote on a poll. This is in line with practice adopted by many UK public companies. This means that any shareholder present in person or by proxy shall have one vote for every share held.

Details of how to appoint a proxy are set out in the notes to the Notice on page 6. To be valid, your proxy appointment form or instruction must be received at the address specified in the notes by no later than 9.00am on Friday 23 June 2023.

Asking questions

The board recognises the importance of the AGM to shareholders and is keen to ensure that you are able to engage with the business of the meeting whether or not you are able to attend.

Shareholders or their appointed proxies or representatives who attend the AGM on the day will be able to ask questions on the business of the meeting. All shareholders (irrespective of whether or not they propose to attend the AGM) are also invited to ask their questions on the business of the meeting in advance by sending an email to [e-mail]. Shareholders wishing to receive a response to a question in advance of the proxy voting deadline for the AGM should submit their questions by email by no later than 9.00am on Tuesday 20 June 2023.

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Recommendation

The board of directors considers that the proposed resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole and unanimously recommends shareholders to vote in favour of them as the directors intend to do in respect of their own beneficial shareholdings (save in respect of those resolutions in which they are interested).

Yours faithfully

Andrew Higginson

Non-Executive Chair

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JD SPORTS FASHION PLC

Notice of 2023 Annual General Meeting

Notice is hereby given that the 2023 Annual General Meeting of the members of JD Sports Fashion Plc (the 'Company') will be held at Addleshaw Goddard LLP, One St. Peter's Square, Manchester, M2 3DE on Tuesday 27 June 2023 at 9.00am for the purposes set out below.

Resolutions 1 to 6 (inclusive) and Resolutions 16 to 19 (inclusive) will be proposed as ordinary resolutions. Resolutions 7 to 15 (inclusive) will also be proposed as ordinary resolutions, but will be conditional on separate approval by Independent Shareholders or by further ordinary resolution as specified in the explanatory notes to this Notice. Resolutions 20 to 22 will be proposed as special resolutions.

1. To receive the audited financial statements together with the reports of the directors and the auditors for the period ended 28 January 2023.
2. To approve the directors' remuneration report (excluding the directors' remuneration policy) for the period ended 28 January 2023.
3. To declare a final dividend of 0.67 pence per ordinary share.
4. To elect Regis Schultz as a director of the Company.
5. To re-elect Neil Greenhalgh as a director of the Company.
6. To re-elect Andrew Long as a director of the Company.
7. To re-elect Kath Smith as a director of the Company.
8. To re-elect Bert Hoyt as a director of the Company.
9. To re-elect Helen Ashton as a director of the Company.
10. To re-elect Mahbobeh Sabetnia as a director of the Company.
11. To re-elect Suzi Williams as a director of the Company.
12. To elect Andrew Higginson as a director of the Company.
13. To elect Ian Dyson as a director of the Company.
14. To elect Angela Luger as a director of the Company.
15. To elect Darren Shapland as a director of the Company.
16. To appoint Deloitte LLP as auditors.
17. To authorise the audit committee of the Company's board of directors to determine the auditor's remuneration.
18. That, from the date of the passing of this resolution until the earlier of the close of business on 27 June 2024 and the conclusion of the Company's annual general meeting to be held in 2024, the Company and all companies which are its subsidiaries at any time during such period are authorised:
19. 1. to make political donations to political parties and/or independent election candidates;
    2. to make political donations to political organisations other than political parties; and
    3. to incur political expenditure,

up to an aggregate total amount of £100,000 with the amount authorised for each of the heads (a) to (c) above being limited to the same total. Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the directors may decide is appropriate. Terms used in this resolution have, where applicable, the meanings that they have in Part 14 of the Companies Act 2006 on "Control of political donations and expenditure".

19. That the directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares ('Allotment Rights'), but so that:

1. the maximum amount of shares that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £32,318;

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1. this authority shall expire at the close of business on 27 June 2024 or, if earlier, on the conclusion of the Company's annual general meeting to be held in 2024;
2. the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry and the directors may allot shares or grant Allotment Rights under any such offer or agreement as if the authority had not expired; and
3. all authorities vested in the directors on the date of this Notice to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this meeting are revoked.

20. That, subject to the passing of resolution 19 in this Notice, the directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash, pursuant to the authority conferred on them by resolution 19 in this Notice or by way of a sale of treasury shares as if section 561 of that Act did not apply to any such allotment, provided that this power is limited to:

1. the allotment of equity securities in connection with any rights issue or open offer (each as referred to in the Financial Conduct Authority's Listing Rules) or any other pre-emptive offer that is open for acceptance for a period determined by the directors to the holders of ordinary shares on the register on any fixed record date in proportion to their holdings of ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject in each case to such exclusions or other arrangements as the directors may deem necessary or appropriate in relation to fractions of such securities, the use of more than one currency for making payments in respect of such offer, treasury shares, any legal or practical problems in relation to any territory or the requirements of any regulatory body or any stock exchange; and
2. the allotment of equity securities (other than pursuant to paragraph 19(a) above) with an aggregate nominal value of £32,318,

and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by resolution 19 in this Notice, save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities under any such offer or agreement as if the power had not expired.

1. That any general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.
2. That the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of 0.05p each in the capital of the Company, subject to the following conditions:
3. 1. the maximum number of ordinary shares authorised to be purchased is 10% of the issued share capital of the Company;
   2. the minimum price (exclusive of expenses) which may be paid for an ordinary share is 0.05p;
   3. the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:
   1. an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
   1. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;
   1. this authority shall expire at the close of the annual general meeting of the Company held in 2024 or 18 months from the date of this resolution (whichever is earlier); and
   2. a contract to purchase shares under this authority may be made before the expiry of this authority, and concluded in whole or in part after the expiry of this authority.

Registered office:

JD Sports Fashion Plc, Edinburgh House, Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR

By order of the Board

Neil Greenhalgh

Chief Financial Officer

23 May 2023	5