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JD Sports Fashion PLC

AGM Information Jun 2, 2025

5291_agm-r_2025-06-02_0c49c2cb-6cc3-44cf-9f6e-129b47658c69.pdf

AGM Information

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Notice of availability Important – please read carefully

You can now access the FY25 Annual Report and Accounts and Notice of 2025 AGM at https://www.jdplc.com/investor-relations/ shareholder-information

To access these documents, you will need Adobe Acrobat Reader installed. This notification should not be regarded as a substitute for reading those documents. If at any point you should wish to opt out of receiving documents via our website, then you may do so in writing to our registrars at:

Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA

The Annual General Meeting of JD Sports Fashion Plc will be held at the offices of Addleshaw Goddard LLP, One St. Peter's Square, Manchester, M2 3DE on Wednesday 2 July 2025 at 10.00am.

Deadline for receipt of Form of Proxy

Please note the deadline for receiving proxy appointments is 10.00am on Monday 30 June 2025.

You may alternatively submit your proxy appointment electronically through our registrar's (Equiniti Limited) online portfolio service, Shareview, or via CREST.

Barcode:

Shareholder reference number:

JD Sports Fashion Plc – Proxy form for use at the 2025 Annual General Meeting Please refer to the notes on the reverse of the attendance card before completing the form

Before completing this proxy form, please read the Notice of the 2025 Annual General Meeting, together with the Notes on the reverse of this card.

Shareholder reference number:

I/We being a member / members of JD Sports Fashion Plc (the 'Company') hereby appoint the Chair of the meeting, or …………………………………………………………… (See Notes 1 to 3)

as my / our proxy to exercise all or any of my / our rights on my / our behalf at the annual general meeting of the Company to be held at the offices of Addleshaw Goddard LLP, One St. Peter's Square, Manchester, M2 3DE at 10.00am on Wednesday 2 July 2025 (the 'AGM') and at any adjournment.

The number of shares in respect of which my / our proxy is authorised to act (if less than the full voting entitlement) is: ……………………………… (See Notes 4 and 5)

Tick box if this proxy appointment is one of multiple proxy appointments (See Note 5).

I / We direct my / our proxy to vote on the following resolutions as I / we have indicated below by marking the appropriate box with an 'X'. If no indication is given, my / our proxy will vote (or refrain from voting) at his or her discretion and I / we authorise my / our proxy to vote (or refrain from voting) as he or she thinks fit in relation to any other matter which is properly put before the AGM (See Note 6).

Resolutions Withheld Withheld
Please mark û to indicate how you wish to vote For Against For Against
1. To receive the audited financial statements together with the
reports of the Directors and the auditors for the year ended
1 February 2025
13. To re-elect Ian Dyson as a Director of the Company
14. To re-elect Angela Luger as a Director of the Company
2. To approve the Directors' remuneration report (excluding the
Directors' remuneration policy) for the year ended 1 February 2025
15. To re-elect Darren Shapland as a Director of the Company
3. To approve the Directors' remuneration policy (as contained in the
Directors' remuneration report for the year ended 1 February 2025)
16. To reappoint Deloitte LLP as auditors
4. To declare a final dividend of 0.67 pence per ordinary share 17. To authorise the Audit & Risk Committee to determine the
auditors' remuneration
5. To re-elect Andrew Long as a Director of the Company 18 To authorise the Company and its subsidiaries to make political
donations and incur political expenditure up to the specified limit
6. To re-elect Régis Schultz as a Director of the Company 19. To authorise the Directors to allot shares up to the specified limit
7. To re-elect Dominic Platt as a Director of the Company 20 To empower the Directors generally to dis-apply pre-emption rights
8. To elect Prama Bhatt as a Director of the Company up to the specified limit (special resolution)
21. To authorise general meetings (other than annual general meetings)
9. To re-elect Andrew Higginson as a Director of the Company to be called on not less than 14 clear days' notice (special resolution)
10. To re-elect Kath Smith as a Director of the Company 22. To authorise the Company to make market purchases of its own
ordinary shares up to the specified limit (special resolution)
11. To re-elect Hubertus Hoyt as a Director of the Company The Board recommends voting AGAINST resolution 23
12. To re-elect Helen Ashton as a Director of the Company 23. ShareAction Requisitioned Resolution (special resolution)

Signature (See Note 7) Date

Once completed, please sign and return this form (together with any relevant authority) to the Company's registrars, Equiniti Limited, so as to be received by no later than 10.00am on Monday 30 June 2025 (See Note 8).

Notes

  • 1 The right of a member of the Company to attend and vote at the AGM will be determined by reference to the Company's register of members. Only those members listed on the register of members as at 6.30pm on Monday 30 June 2025 (or, if the meeting is adjourned, at 6.30pm on the date two working days before the time fixed for the adjourned meeting) shall be entitled to attend and vote at the AGM (or at such adjourned meeting), in respect of the number of shares registered in their name at that time. In each case, changes to entries on the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the AGM (or at such adjourned meeting). Members who are deemed to be controlling shareholders (as defined in the Financial Conduct Authority's UK Listing Rules) as at the close of business on Monday 30 June 2025 shall not be entitled to vote in respect of the separate approval of Resolutions 8 to 15 (inclusive) by members who are not controlling shareholders in accordance with UKLR 6.2.8R (2) of the UK Listing Rules.
  • 2 Every eligible member has the right to appoint another person, or two or more persons in respect of different shares held by him or her, as his or her proxy to exercise all or any of his or her rights in relation to the AGM.
  • 3 The Chair of the meeting has been inserted as willing to act as proxy for members unable to attend the AGM in person, but the form may be used for the appointment of any other person (who need not be a member of the Company) by deleting the words 'the Chair of the meeting, or' and inserting the name of the person you wish to appoint as your proxy in the space provided. If you sign and return this proxy form with no name inserted in the space provided, the Chair of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chair of the meeting, you are responsible for ensuring that they attend the AGM and that they are aware of your voting intentions. If you wish for a proxy to make any comments on your behalf at the AGM, you will need to appoint someone other than the Chair of the meeting and give them the relevant instructions directly.
  • 4 If your proxy is being appointed in relation to less than your full voting entitlement, please enter in the space provided the number of shares in relation to which they are authorised to act as your proxy. If this is left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this proxy form has been issued in respect of a designated account for a member, the full voting entitlement for that designated account).
  • 5 To appoint more than one proxy, you should photocopy this proxy form. Please indicate in the space provided, the number of shares in relation to which you authorise your proxy to act. Please also indicate by marking the specified box if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned to the Company's registrars together in the same envelope. If you submit more than one valid proxy appointment in respect of the same share or shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
  • 6 Please indicate with an "X" how you wish your proxy to vote on each of the proposed resolutions. Full details of the resolutions together with explanatory notes are set out in the Notice of AGM. Unless otherwise instructed, a proxy may vote (or refrain from voting) on any resolution, and in respect of any other business which may properly come before the meeting, at his or her discretion. The "Vote Withheld" option enables you to instruct your proxy not to vote 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.
  • 7 This proxy form must be signed and dated by you (or by your attorney duly authorised in writing). If the member is a corporation, the form must be executed under its seal or signed under the hand of its duly authorised officer or attorney or other person(s) authorised to sign it. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
  • 8 To be valid, this proxy form must be completed in accordance with these instructions, signed and delivered (together with any power of attorney or other authority under which it is signed or a certified copy of such power or authority) to the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing BN99 6DA so as to be received by no later than 10.00am on Monday 30 June 2025. The proxy form can also be returned in the envelope provided or by sending the completed form to FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU. A stamp is not required if posted in Great Britain, Channel Islands or Northern Ireland.
  • 9 To appoint one or more proxies or to give an instruction to a proxy electronically online, via the Proxymity Platform or via the CREST system, you should follow the procedures set out in the notes to the Notice of AGM and make the appointment(s) or give the instruction so as to be received at the address and by the time stated in the notes to the Notice of AGM. Any electronic communications sent by the shareholder to the Company or the Company's registrars that is found to contain a computer virus will not be accepted.
  • 10 Appointing a proxy will not prevent you from attending and voting in person at the AGM should you so wish.

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Freepost RTHJ-CLLL-KBKU

Equiniti

LANCING BN99 8LU

Aspect House Spencer Road

Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU AAATDFAADAADAFDDDATTDADTDDFAFADFFADF

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