AI assistant
Sainsbury (J) PLC Proxy Solicitation & Information Statement 2017
5234_agm-r_2017-06-02_a2b248a3-08af-4ebc-a785-26c6c0782181.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
J Sainsbury plc
SRN:
Attendance Card
The AGM will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London, SW1P 3EE at 11.00am on Wednesday, 5 July 2017. You should bring this Attendance Card with you, which you will be asked to produce at the shareholder registration desks to show that you have the right to attend and speak at the meeting and participate in the poll. A poll card for use at the meeting itself is set out overleaf. In the case of a corporation, a letter of representation must be lodged on registration in accordance with section 323 of the Companies Act 2006.
Please arrive by 10.30am for security and registration formalities to ensure a prompt start to the meeting. Refreshments will be available before the meeting from 9.30am.
For your safety and security there may be checks and bag searches of those attending the AGM. Photography is not allowed in the meeting hall and you may be asked to leave cameras or other recording devices with security at the entrance. All mobile phones must be switched off for the duration of the meeting.
The Queen Elizabeth II Conference Centre offers access for disabled shareholders and a loop system for those with impaired hearing. Please note that sign language interpreters will not be present at the AGM. If you have any other special requirements please talk to one of the stewards on arrival.
By car
There is no car parking at the Centre, however there are four public NCP car parks nearby.
By train or tube
The Centre is within walking distance from three mainline stations (Victoria, Charing Cross and Waterloo) and two underground stations (St James's Park and Westminster).
By bus
Buses 11, 24, 53, 77a and 88 stop at Parliament Square. The Centre is located on your right, directly opposite Westminster Abbey.
Notice and Availability of Shareholder Documents
The J Sainsbury plc Annual Report and Financial Accounts 2017 is available online at www.j-sainsbury.co.uk/investor-centre/reports
The J Sainsbury plc Notice of Annual General Meeting 2017 is available online at www.j-sainsbury.co.uk/investor-centre/shareholder-centre/agm. You are advised to read the Notice of Meeting (and appendices) in its entirety.
Please note that this notification is not a full summary of those documents and should not be regarded as a substitute for reading them.
Poll Card for use at the AGM
Please record your vote by placing an 'X' in the appropriate box(es). It is not necessary to vote if you have already submitted your proxy vote, unless you wish to change your vote.
| Resolutions | For | Against | Vote withheld | Resolutions | For | Against | Vote withheld |
|---|---|---|---|---|---|---|---|
| 1 To receive and adopt the audited accounts for the 52 weeks to 11 March 2017 together with the Reports of the Directors and Auditors | ☐ | ☐ | ☐ | 12 To re-elect Jean Tomlin as a Director | ☐ | ☐ | ☐ |
| 2 To approve the Directors' Remuneration Report (other than the Directors' Remuneration Policy) | ☐ | ☐ | ☐ | 13 To re-elect David Tyler as a Director | ☐ | ☐ | ☐ |
| 3 To approve the Directors' Remuneration Policy | ☐ | ☐ | ☐ | 14 To re-appoint Ernst & Young LLP as Auditor | ☐ | ☐ | ☐ |
| 4 To declare a final dividend of 6.6 pence per ordinary share | ☐ | ☐ | ☐ | 15 To authorise the Audit Committee to determine the Auditor's remuneration | ☐ | ☐ | ☐ |
| 5 To elect Kevin O'Byrne as a Director | ☐ | ☐ | ☐ | 16 To authorise the Directors to allot shares | ☐ | ☐ | ☐ |
| 6 To re-elect Matt Brittin as a Director | ☐ | ☐ | ☐ | 17 Authority to disapply pre-emption without restriction as to use (Special Resolution) | ☐ | ☐ | ☐ |
| 7 To re-elect Brian Cassin as a Director | ☐ | ☐ | ☐ | 18 Authority to disapply pre-emption for acquisitions or specified capital investments (Special Resolution) | ☐ | ☐ | ☐ |
| 8 To re-elect Mike Coupe as a Director | ☐ | ☐ | ☐ | 19 To authorise the Company to make 'political donations' and incur 'political expenditure' | ☐ | ☐ | ☐ |
| 9 To re-elect David Keens as a Director | ☐ | ☐ | ☐ | 20 To authorise the Company to purchase its own shares (Special Resolution) | ☐ | ☐ | ☐ |
| 10 To re-elect Susan Rice as a Director | ☐ | ☐ | ☐ | 21 To authorise the Company to call a general meeting on not less than 14 clear days' notice (Special Resolution) | ☐ | ☐ | ☐ |
| 11 To re-elect John Rogers as a Director | ☐ | ☐ | ☐ | Please mark this box if signing on behalf of the shareholder as attorney, receiver or otherwise. | ☐ | ☐ | ☐ |
| This card should not be used for any comments, changes of address or other notifications or enquiries. |
Note: In the case of a corporation, a letter of authority will be required unless a suitably completed proxy form has been lodged.
Signature
Annual General Meeting 2017
Form of Proxy
J Sainsbury plc
Online Proxy Voting
Lodge your proxy vote using the internet 24 hours a day, 7 days a week, at
www.investorcentre.co.uk/eproxy
You will be asked to enter the Control Number, the Shareholder Reference Number (SRN), and PIN as printed below.
SRN:
PIN:
Control Number 914430
I/We appoint the Chairman of the meeting, or the following person:
Name of proxy
Please tick here ☐ if this proxy appointment is one of multiple appointments being made. If you are appointing more than one proxy, please refer to note 4 overleaf.
as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 11.00am on Wednesday 5 July 2017, and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an 'X'.
| Resolutions | For | Against | Vote withheld | Resolutions | For | Against | Vote withheld |
|---|---|---|---|---|---|---|---|
| 1 To receive and adopt the audited accounts for the 52 weeks to 11 March 2017 together with the Reports of the Directors and Auditors | ☐ | ☐ | ☐ | 12 To re-elect Jean Tomlin as a Director | ☐ | ☐ | ☐ |
| 2 To approve the Directors' Remuneration Report (other than the Directors' Remuneration Policy) | ☐ | ☐ | ☐ | 13 To re-elect David Tyler as a Director | ☐ | ☐ | ☐ |
| 3 To approve the Directors' Remuneration Policy | ☐ | ☐ | ☐ | 14 To re-appoint Ernst & Young LLP as Auditor | ☐ | ☐ | ☐ |
| 4 To declare a final dividend of 6.6 pence per ordinary share | ☐ | ☐ | ☐ | 15 To authorise the Audit Committee to determine the Auditor's remuneration | ☐ | ☐ | ☐ |
| 5 To elect Kevin O'Byrne as a Director | ☐ | ☐ | ☐ | 16 To authorise the Directors to allot shares | ☐ | ☐ | ☐ |
| 6 To re-elect Matt Brittin as a Director | ☐ | ☐ | ☐ | 17 Authority to disapply pre-emption without restriction as to use (Special Resolution) | ☐ | ☐ | ☐ |
| 7 To re-elect Brian Cassin as a Director | ☐ | ☐ | ☐ | 18 Authority to disapply pre-emption for acquisitions or specified capital investments (Special Resolution) | ☐ | ☐ | ☐ |
| 8 To re-elect Mike Coupe as a Director | ☐ | ☐ | ☐ | 19 To authorise the Company to make 'political donations' and incur 'political expenditure' | ☐ | ☐ | ☐ |
| 9 To re-elect David Keens as a Director | ☐ | ☐ | ☐ | 20 To authorise the Company to purchase its own shares (Special Resolution) | ☐ | ☐ | ☐ |
| 10 To re-elect Susan Rice as a Director | ☐ | ☐ | ☐ | 21 To authorise the Company to call a general meeting on not less than 14 clear days' notice (Special Resolution) | ☐ | ☐ | ☐ |
| 11 To re-elect John Rogers as a Director | ☐ | ☐ | ☐ | Please mark this box if signing on behalf of the shareholder as attorney, receiver or otherwise. | ☐ | ☐ | ☐ |
| This card should not be used for any comments, changes of address or other notifications or enquiries. |
Signature
Dated
DD MM YY 15 EXT0611
Electronic communications for shareholders
Join the growing number of shareholders who receive emails instead of hard copy shareholder communications such as Annual Reports and Annual Dividend Confirmations. Register online at www.investorcentre.co.uk/etreeuk/jsainsbury or supply your email address below and return this form in the prepaid envelope provided.
Notes
-
This form of proxy must be lodged with the Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 11.00am on Monday, 3 July 2017. A prepaid envelope is enclosed for the return of your completed form of proxy.
-
In the case of joint holders, the vote of the senior holder who tenders a vote will be accepted to the exclusion of the vote of the other joint holders, seniority being determined by the order in which the names stand in the Register of Members.
-
A corporation should execute this form of proxy under its common seal or in accordance with Section 44 of the Companies Act 2006 or signed on its behalf by a duly authorised officer or attorney.
-
To appoint more than one proxy, you should photocopy this form. Please indicate next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act as your proxy. Please also indicate, by ticking the box provided, if the proxy appointment is one of multiple appointments made. All forms should be signed and returned in the same envelope. A proxy need not be a shareholder of the Company.
-
Any alterations to this form should be initialled.
-
You can submit your proxy via the internet by accessing our Registrar's website at www.investorcentre.co.uk/eproxy and registering your intention to vote in this way. For details on appointing a proxy using the CREST voting facility please see the Explanatory Notes to the Notice of Meeting.
-
Your proxy may vote as he or she chooses on any resolution for which you do not give an instruction and on any amended resolutions or other procedural issues that might arise at the meeting.
-
The 'vote withheld' option overleaf 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 proportions of votes 'for' and 'against' a resolution.
-
The appointment of a proxy does not prevent shareholders from attending the meeting in person and voting.
-
This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders, (ii) classes of security or (iii) uniquely designated accounts. The issuer and Computershare accept no liability for any instruction that does not comply with these conditions.