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Sainsbury (J) PLC — Proxy Solicitation & Information Statement 2022
Jun 6, 2022
5234_agm-r_2022-06-06_9df70015-fa82-43da-87fb-9a242335e993.pdf
Proxy Solicitation & Information Statement
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2022 Annual General Meeting Attendance Card
Shareholder Reference Number
The 2022 Annual General Meeting (AGM) will be held at our registered office, 33 Holborn, London EC1N 2HT, at 11:00am on Thursday, 7 July 2022 and will be broadcast live so that you may join electronically. The Chairman's Letter to Shareholders appears at the front of the 2022 Notice of Annual General Meeting and contains important information about our AGM. We encourage all shareholders to read it.
AGM arrangements
We remain committed to engaging with all of our stakeholders and have given careful consideration to the arrangements for this year's AGM. The health and safety of our shareholders, our colleagues and the wider communities in which we operate remain a key priority. We continue to monitor the situation and, if any changes are required to the AGM arrangements, they will be published on our website at www.about.sainsburys.co.uk/AGM2022.
Shareholders are able to attend and participate online via the Lumi AGM website at https://web.lumiagm.com/140862214. If you do choose to attend the AGM in person, we request that you register your intention on our website at www.about.sainsburys.co.uk/AGM2022 no later than 5:30pm on Tuesday, 5 July 2022. Only registered shareholders and accompanying carers will be allowed entry to the meeting.
We strongly encourage you to appoint the chairman of the meeting as your proxy and return your completed Proxy Form in the prepaid envelope. This will ensure that your vote is counted if you are unable to attend in person or electronically on the day of the AGM. Alternatively, you can vote online at www.sharevote.co.uk.
You should bring this Attendance Card with you, if you have registered to attend the AGM in person.
J Sainsbury plc 2022 Annual General Meeting Proxy Form
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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 prepaid 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 |
||
Signature Dated
one of multiple appointments being made. If you are appointing more than one proxy, please refer to note 7 overleaf.
as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the 2022 Annual General Meeting (AGM) of J Sainsbury plc (the Company) to be held at 11:00am on Thursday, 7 July 2022, 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 Withheld | Resolutions | For | Against Withheld | |
|---|---|---|---|---|---|---|
| The Board recommends voting in favour ofresolutions 1-20 |
12 To re-elect Keith Weed as a Director. | |||||
| 1 To receive and adopt the Company's audited Annual Report and Financial Statements for the 52 weeks to 5 March 2022, together with the Reports of the Directors and auditor. |
13 To re-appoint Ernst & Young LLP as auditor. | |||||
| 14 To authorise the Audit Committee to determine the auditor's remuneration. |
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| 2 To approve the Annual Report on Remuneration. |
15 Directors' general authority to allot shares. | |||||
| 3 To declare a final dividend of 9.9 pence per ordinary share in respect of the 52 weeks to 5 March 2022. |
16 Directors' general authority to disapply pre-emption rights without restriction as to use*. |
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| 4 To elect Jo Bertram as a Director. |
17 Authority to disapply pre-emption rights for acquisitions or specified capital investments*. |
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| 5 To re-elect Brian Cassin as a Director. |
18 To authorise the Company to make 'political donations' and incur 'political expenditure'. |
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| 6 To re-elect Jo Harlow as a Director. |
19 To authorise the Company to purchase its own shares*. |
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| 7 To re-elect Adrian Hennah as a Director. |
20 To authorise the Company to call a general meeting on not less than 14 clear days' notice*. |
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| 8 To re-elect Tanuj Kapilashrami as a Director. |
The Board recommends voting against resolution 21 |
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| 9 To re-elect Kevin O'Byrne as a Director. |
21 Shareholder Resolution on Living Wage accreditation*. |
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| 10 To re-elect Simon Roberts as a Director. | * Special Resolution | |||||
| 11 To re-elect Martin Scicluna as a Director. | Please mark this box if signing on behalf of the shareholder as attorney, receiver or otherwise. |
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| 5634-0062 DD MM YY |
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Notes
- 1 This Proxy Form must be lodged with the Registrars, Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA, no later than 11:00am on Tuesday, 5 July 2022. A prepaid envelope is enclosed for the return of your completed Proxy Form.
- 2 This is not a summary of the matters covered in the 2022 Notice of Annual General Meeting (Notice) and should not be regarded as a substitute for reading the Notice. You should read the Notice in conjunction with this Proxy Form before taking any decisions in relation to the business to be considered at the AGM.
- 3 You can submit your proxy online 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 by CREST participants, please see the notes to the Notice.
- 4 If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. For details on appointing a proxy using Proxymity, please see the notes to the Notice.
- 5 In the case of joint holders, the signature of any one holder will suffice. If multiple instructions are received, 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.
- 6 A corporation should execute this Proxy Form 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.
- 7 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.
- 8 Any alterations to this form should be initialled.
- 9 Your proxy may vote as they choose 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.
- 10 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.
- 11 The appointment of a proxy does not prevent shareholders from attending the meeting in person or electronically and voting. Please refer to the Chairman's Letter to Shareholders and the Notice for more information on the AGM arrangements this year.
- 12 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.
- 13 This form should not be used for any comments, changes of address or other notifications or enquiries.
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