Sainsbury (J) PLC — Proxy Solicitation & Information Statement 2019

Jun 5, 2019

The Annual General Meeting 2019 (the 'AGM') will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London, SW1P 3EE at 11.00am on Thursday, 4 July 2019. You should bring this Attendance Card with you.

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.

J Sainsbury plc Annual General Meeting 2019 Proxy Form

Voting ID Task ID Shareholder Reference Number

You can lodge your proxy vote online at www.sharevote.co.uk using the above numbers or by completing and sending this form back in the enclosed pre-paid envelope. Before completing the Proxy Form, please read the explanatory notes overleaf.

I/We appoint the Chairman of the meeting, or the following person:

Name of proxy No of shares

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 2019 of the Company to be held at 11.00am on Thursday, 4 July 2019, 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	Vote Against withheld	Resolutions	For	Vote Against withheld
	1 To receive and adopt the audited accounts for the 52 weeks to 9 March 2019 together with			13 To re-elect Jean Tomlin as a Director
	the Reports of the Directors and auditor 2 To approve the Directors' Annual Remuneration Report			14 To re-appoint Ernst & Young LLP as auditor 15 To authorise the Audit Committee to
	3 To declare a final dividend of 7.9 pence per ordinary share			determine the auditor's remuneration
	4 To elect Martin Scicluna as a Director			16 To authorise the Directors to allot shares
	5 To re-elect Matt Brittin as a Director			17 Authority to disapply pre-emption without restriction as to use*
	6 To re-elect Brian Cassin as a Director			18 Authority to disapply pre-emption for acquisitions or specified capital investments*
	7 To re-elect Mike Coupe as a Director			19 To authorise the Company to make 'political donations' and incur 'political expenditure'
	8 To re-elect Jo Harlow as a Director			20 To authorise the Company to purchase its own shares*
	9 To re-elect David Keens as a Director			21 To authorise the Company to call a general meeting on not less than 14 clear days' notice*
	10 To re-elect Kevin O'Byrne as a Director			*Special Resolution
	11 To re-elect Dame Susan Rice as a Director			Please mark this box if signing on behalf of the shareholder as attorney, receiver or otherwise.
	12 To re-elect John Rogers as a Director			This card should not be used for any comments, changes of address or other notifications or enquiries.
				DD MM YY		5634-027-S

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Whitehall

By car

Waterloo Station

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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). St

By bus

Buses 11, 24, 53, 87 and 88 stop at Parliament Square. The Centre is located on your right, directly opposite Westminster Abbey. il St

Notes

Broadway

• 1 This form of proxy must be lodged with the Registrars, Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA, no later than 11.00am on Tuesday, 2 July 2019. A prepaid envelope is enclosed for the return of your completed form of proxy.
• 2 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.
• 3 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.
• 4 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.
• 5 Any alterations to this form should be initialled.
• 6 You can submit your proxy via the internet by accessing our Registrar's website at www.sharevote.co.uk 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.
• 7 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.
• 8 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.
• 9 The appointment of a proxy does not prevent shareholders from attending the meeting in person and voting.
• 10 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 Equiniti accept no liability for any instruction that does not comply with these conditions.