Tesco PLC — AGM Information 2018

Feb 5, 2018

Proof 6: 29.01.2018

ADMISSION CARD Tesco PLC General Meeting

28 February 2018 at 10.00 a.m. Please bring this card with you to the meeting.

			N
		E
	M Tesco PLC General Meeting (the "General Meeting")
	to be held on Wednesday, 28 February 2018
	at etc.venues St Paul's, 200 Aldersgate, St Paul's, London EC1A 4HD at 10.00 a.m.
	I
	C
+	PROXY FORM TESCO PLC
	E GENERAL MEETING		0222-144-S
	Voting ID Task ID	Shareholder Reference
	P S If you cannot attend the General Meeting, please complete, sign and return this Proxy Form. If you would prefer to vote electronically, you can submit your Proxy Form online at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference above or, if you are a CREST
	member, using the procedures described in the CREST Manual. I/We, the undersigned being (an) ordinary shareholder(s) in Tesco PLC (the "Company"), appoint the Chairman of the meeting or
	(INSERT NAME OF PROXY IN BLOCK LETTERS – see notes 2 and 4)
	as my/our proxy to exercise all or any of my/our rights to attend and to speak and vote on my/our behalf at the General Meeting to be held on 28 February 2018 and at any adjournment(s) thereof. In respect of the resolution set out in full in the Notice of General Meeting attached to the Circular to shareholders available on the Company's website (www.tescoplc.com), I/we instruct my/our proxy to vote on a show of hands or on a poll in the manner shown below (see notes 5 and 6).
	Please tick here if this proxy appointment is one of multiple appointments (see note 7):
	Number of shares in respect of which the proxy is appointed:
	Please indicate your vote by marking the appropriate boxes in black ink like this:	X
			Against	Vote
	Ordinary Resolution	For
	1. To approve the Recommended Merger and to authorise the directors to allot shares			Withheld
	Please indicate if you are intending to attend the General Meeting
	This card should not be used for any comments, change of address notification or other queries (see note 15).

Tesco PLC General Meeting

If you are planning to attend the General Meeting of Tesco PLC, to be held on Wednesday, 28 February 2018 at etc.venues St Paul's, 200 Aldersgate, St Paul's, London EC1A 4HD at 10.00 a.m., please bring this card with you and present it at one of the registration desks on arrival. It will authenticate your right to attend, speak and vote and will speed up your admission. Registration will be open from 9.15 a.m. Please allow time for registration ahead of the meeting.

If you have any queries about the General Meeting, or about your shareholding, please telephone the Tesco Shareholder Helpline on 0371 384 2977* from within the UK or +44 121 415 7053 if calling from outside the UK. Lines are open 8.30 a.m. to 5.30 p.m. (UK time), Monday to Friday (public holidays excepted). SPECIMEN

* Calls to this number from a landline are charged at national rates, calls from a mobile device may incur network extras. Equiniti may record calls to both numbers for security purposes and to monitor the quality of its services. The Tesco Shareholder Helpline cannot provide advice on the merits of the Merger or give any financial, legal or tax advice.

Notes for the completion of the Proxy Form

• 1. All capitalised but undefined terms in the Proxy Form and these Notes shall have the same meaning as set out in the Circular made available to shareholders on or around 5 February 2018.
• 1. The Proxy Form is for the use of Tesco PLC ordinary shareholders only.
• 1. If you will not, or may not, be attending the General Meeting, you can appoint another person (a "proxy") to exercise all or any of your rights to attend, speak and vote at the meeting on your behalf. Completing this Proxy Form however does not prevent you from attending, speaking and voting in person.
• 1. The Chairman of the meeting is willing to be your proxy. If you wish to appoint the Chairman, you do not need to change this part of the Proxy Form. If you wish to appoint a person other than the Chairman as your proxy, please insert the full name of the proxy (in block capitals) in the space provided and delete the words "the Chairman of the meeting or". A proxy need not be a member of the Company but must attend the meeting to represent you. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box provided the number of shares in relation to which they are authorised to act as your proxy. If 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).
• 1. You may instruct your proxy on how to vote by marking the appropriate box next to the resolution. Details of the resolution are set out in the Notice of General Meeting found in Part IX of the Circular sent to shareholders and available on our website (www.tescoplc.com). If you have not given specific instructions on how your proxy should vote on the resolution, your proxy may vote as he or she thinks fit. Your proxy will also have discretion to vote as he or she thinks fit on any other business which may properly come before the meeting, including on any motion to amend the resolution or to adjourn the meeting, or any other resolution proposed at the meeting and at any such adjournment of the meeting.
• 1. The "vote withheld" option is provided to enable you to abstain on the 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" the resolution.
• 1. You may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. Please indicate in the boxes provided if the proxy appointment is one of multiple appointments and the number of shares in respect of which the proxy is appointed. Failure to specify the number of shares to which each Proxy Form relates or specifying a number which, when taken together with the number of shares set out in the other proxy appointments, is in excess of the number of shares held by the member may result in the proxy appointment being invalid. If you wish to appoint more than one proxy, each proxy must be appointed on a separate Proxy Form. Additional Proxy Forms may be obtained from Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Alternatively you may photocopy the enclosed Proxy Form the required number of times before completing it.
• 1. All Proxy Forms must be signed and returned together in the same envelope and any amendments must be initialled. If you appoint more than one proxy in respect of the same

shares, the latest proxy appointment received will be accepted in substitution for any previous appointments.

• 1. If the member is a corporation, the proxy should be given under the common seal or under the hand of an officer or attorney duly authorised in writing.
• 1. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, 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), to the exclusion of the votes of other joint holders or their proxies.
• 1. To be valid, all Proxy Forms, together with any power of attorney under which they are signed or a duly certified copy thereof, should reach the office of the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by 10.00 a.m. on 26 February 2018. In the UK, postage on the Proxy Form is pre-paid. From outside the UK, IOM or Channel Islands the appropriate postage must be paid.
• 1. If you wish to register your proxy appointment electronically, please log on to www.sharevote.co.uk, where full instructions are provided. You will need to use the series of numbers made up of the Voting ID, Task ID and Shareholder Reference printed on this Proxy Form. You may not use any electronic address provided in this Proxy Form to communicate with the Company for any purpose other than that expressly stated. Please note that any electronic communication found to contain a computer virus will not be accepted. The use of the internet service in connection with the meeting is governed by Equiniti Limited's conditions of use set out on the website, www.sharevote.co.uk, and may be read by logging on to that site.
• 1. CREST members who wish to appoint a proxy may do so by using the CREST electronic proxy instruction service. CREST members should refer to Part IX of the Circular to shareholders, available to view on our website (www.tescoplc.com), which sets out the requirements for the submission of a proxy instruction via CREST.
• 1. Proxy appointments and/or voting instructions for the General Meeting, however submitted, must be received by Equiniti Limited by 10.00 a.m. on 26 February 2018.
• 1. This Proxy Form should not be used for any comments, change of address notification or other queries. Please send separate instructions to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
• 1. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 as amended, specifies that only those ordinary shareholders registered in the register of members of the Company as at 6.30 p.m. on 26 February 2018 shall be entitled to attend, speak and vote at the General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the share register after 6.30 p.m. on 26 February 2018 shall be disregarded in determining the rights of any person to attend, speak and vote at the General Meeting or adjourned meeting.
• 1. All enquiries concerning this Proxy Form should be directed to the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.