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Sainsbury (J) PLC Proxy Solicitation & Information Statement 2026
5234_agm-r_2026-06-02_3409c32c-9aa1-489e-b267-d8291cc6f0c7.pdf
Proxy Solicitation & Information Statement
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Annual General Meeting 2026 Attendance Card
J Sainsbury plc
Investor Code (IVC)
The Annual General Meeting 2026 (AGM) will be held at 11.00am on Thursday, 2 July 2026.
AGM venue
This year we will be holding our AGM at the Leonardo Royal Hotel London St Paul's, 10 Godlman Street, London EC4V 5AJ.
There will be no AGM facilities at our registered office.
The AGM will also be broadcast live so that you may join virtually.
The Chair's Letter to Shareholders appears at the front of the Notice of Annual General Meeting 2026 (Notice) and contains important information about our AGM. We encourage all shareholders to read it.
AGM arrangements
We remain committed to engaging with all our stakeholders and have given careful consideration to the arrangements for this year's AGM. Like last year, the AGM will be held as a combined physical and virtual general meeting. Further details on how to participate in the AGM virtually, and how to attend the physical venue, can be found in the Notice. Any changes to our AGM arrangements will be communicated to shareholders via our website at https://corporate.sainsburys.co.uk/AGM2026.
Shareholders can participate in the meeting virtually at https://meetings.lumiconnect.com/100-043-544-835.
If you wish to attend the AGM in person, we request that you register your intention to do so on our website at https://corporate.sainsburys.co.uk/AGM2026 no later than 5.30pm on Tuesday, 30 June 2026. Only registered shareholders, proxies and corporate representatives and their accompanying carers will be allowed entry to the meeting.
If you choose to attend the AGM in person, you should bring this Attendance Card with you.
We strongly encourage you to appoint the Chair 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 virtually on the day of the AGM. Alternatively, you can vote online using the Investor Centre app or at https://uk.investorcentre.mpms.mufg.com/.
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Please note that to be valid, your votes must be registered no later than 11.00am on Tuesday, 30 June 2026.
To vote online, scan the relevant QR code to take you directly to the Investor Centre app.
You can vote online at https://uk.investorcentre.mpms.mufg.com/ or via the app. You will require your email address and password in order to log in and vote. If you have forgotten your password, you can request a reminder via the platform. If you have not previously registered to use the Investor Centre, you will require your investor code (IVC) which can be found above or on your dividend notification or by contacting the Company's Registrar, MUFG Corporate Markets, on [email protected] or 0371 664 0555. Alternatively, you can complete and return this form in the enclosed prepaid envelope. Before completing the Proxy Form, please read the explanatory notes overleaf.
I/We appoint the Chair 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 g. overleaf.
as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting 2026 (AGM) of J Sainsbury plc (the Company) to be held at 11.00am on Thursday, 2 July 2026, and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an 'X' in the appropriate box below, and in respect of any resolutions where no such indication is made and/or on any other business (including amendments to resolutions and procedural resolutions) which may come before the AGM, in such manner as my/our proxy thinks fit.
| Resolutions | For | Against | Withheld |
|---|---|---|---|
| The Board recommends voting in favour of resolutions 1-22 | ☐ | ☐ | ☐ |
| 1 To receive and adopt the Company's audited Annual Report and Financial Statements for the 52 weeks to 28 February 2026. | ☐ | ☐ | ☐ |
| 2 To approve the annual report on remuneration. | ☐ | ☐ | ☐ |
| 3 To approve the Directors' Remuneration Policy. | ☐ | ☐ | ☐ |
| 4 To declare a final dividend of 9.6 pence per ordinary share in respect of the 52 weeks to 28 February 2026. | ☐ | ☐ | ☐ |
| 5 To re-elect Bláthnaid Bergin as a Director. | ☐ | ☐ | ☐ |
| 6 To re-elect Jo Bertram as a Director. | ☐ | ☐ | ☐ |
| 7 To re-elect Katie Bickerstaffe as a Director. | ☐ | ☐ | ☐ |
| 8 To re-elect Steve Hare as a Director. | ☐ | ☐ | ☐ |
| 9 To re-elect Jo Harlow as a Director. | ☐ | ☐ | ☐ |
| 10 To re-elect Adrian Hennah as a Director. | ☐ | ☐ | ☐ |
| 11 To re-elect Tanuj Kapilashrami as a Director. | ☐ | ☐ | ☐ |
| 12 To re-elect Simon Roberts as a Director. | ☐ | ☐ | ☐ |
| Resolutions | For | Against | Withheld |
| --- | --- | --- | --- |
| 13 To re-elect Martin Scicluna as a Director. | ☐ | ☐ | ☐ |
| 14 To re-elect Keith Weed as a Director. | ☐ | ☐ | ☐ |
| 15 To re-appoint PricewaterhouseCoopers LLP as auditor. | ☐ | ☐ | ☐ |
| 16 To authorise the Audit Committee to determine the auditor's remuneration. | ☐ | ☐ | ☐ |
| 17 To authorise the Company to make 'political donations' and incur 'political expenditure'. | ☐ | ☐ | ☐ |
| 18 To authorise the Directors to allot shares. | ☐ | ☐ | ☐ |
| 19 To authorise the Directors to disapply pre-emption rights without restriction as to use*. | ☐ | ☐ | ☐ |
| 20 To authorise the Directors to disapply pre-emption rights for acquisitions or specified capital investments*. | ☐ | ☐ | ☐ |
| 21 To authorise the Company to purchase its own shares*. | ☐ | ☐ | ☐ |
| 22 To authorise the Company to call a general meeting on not less than 14 clear days' notice*. | ☐ | ☐ | ☐ |
- Special Resolution
DD MM YY S283A88144
Signature
Dated
Notes
a. This Proxy Form must be received by the Registrar at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, no later than 11.00am on Tuesday, 30 June 2026. A prepaid envelope is enclosed for the return of your completed proxy form.
b. This is not a summary of the matters covered in the Notice of Annual General Meeting 2026 (Notice) and should not be regarded as a substitute for reading the Notice. The full text of each resolution is set out in 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.
c. You can register your proxy appointment and voting instructions via the Investor Centre app or by going to https://uk.investorcentre.mpms.mufg.com/. If you have not previously registered to use the Investor Centre, you will require your Investor Code (IVC) which can be found above or on your dividend notification or by contacting the Company's Registrar, MUFG Corporate Markets, on [email protected] or 0371 664 0555. For details on appointing a proxy using the CREST voting facility by CREST participants, please see the notes to the Notice.
d. 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.
e. 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.
f. 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.
g. 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.
h. Any alterations to this form should be initialled.
i. 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.
j. 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.
k. The appointment of a proxy does not prevent shareholders from attending the meeting in person or electronically and voting. Please refer to the Chair's Letter to Shareholders and the Notice for more information on the AGM arrangements this year.
l. 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 MUFG Corporate Markets accept no liability for any instruction that does not comply with these conditions.
m. This form should not be used for any comments, changes of address or other notifications or enquiries.