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Tesco PLC AGM Information 2024

May 14, 2024

4605_agm-r_2024-05-14_4967b0bf-8565-4c60-b8c0-4f7f4a5910a4.pdf

AGM Information

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Annual General Meeting 2024 (the AGM) – Vote your shares

VOTE ONLINE AT WWW.SHAREVIEW.CO.UK

(the AGM) – Vote your shares
We strongly recommend that you submit your voting
instructions well in advance of the AGM. You can submit
your voting instructions online, or by completing and
returning the below Proxy Form.
F
O
+
0222-0216
VOTE ONLINE AT WWW.SHAREVIEW.CO.UK
Shareholder Reference No.
Once completed, please return this proxy form to our Registrar, Equiniti Limited (Equiniti), Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA in the
O
pre-paid envelope provided (UK only). All votes must be submitted by no later than 11.30am on Wednesday, 12 June 2024. Guidance notes are set out overleaf
and in the Notice of Annual General Meeting 2024 (Notice) on pages 12 and 13.
My voting instructions are:
Indicate vote by marking an X in black ink
Resolution For Against Vote
Withheld
Resolution For Against Vote
Withheld
1. To receive the report and accounts. 12. To re-elect Alison Platt as a Director.
2. To approve the Directors' remuneration
report.
13. To re-elect Caroline Silver as a Director.
3. To declare a final dividend. 14. To re-elect Karen Whitworth as a Director.
4. To elect Carolyn Fairbairn as a Director. 15. To reappoint the auditor.
5. To elect Gerry Murphy as a Director. 16. To authorise the Audit Committee to set
the auditor's remuneration.
6. To re-elect Melissa Bethell as a Director. 17. To authorise political donations by the
Company and its subsidiaries.
7. To re-elect Bertrand Bodson as a Director. 18. To authorise the Directors to allot shares.
8. To re-elect Thierry Garnier as a Director. 19. To authorise the Directors to disapply
pre-emption rights.*
9. R
To re-elect Stewart Gilliland as a Director.
20. To authorise the Directors to disapply
pre-emption rights for acquisitions and
other capital investment.*
10. To re-elect Ken Murphy as a Director. 21. To authorise the Company to purchase its
own shares.*
11. To re-elect Imran Nawaz as a Director. 22. To authorise a 14-day notice period for
general meetings.*
* Special resolution P
Please tick here if this proxy appointment is one of multiple appointments (see note 5)
Signing Declation
Number of shares

Signing Declation

I/we being a shareholder(s) of the Company hereby appoint the Chair of the Meeting, or

(INSERT NAME OF INDIVIDUAL YOU WISH TO ACT AS YOUR PROXY IN BLOCK LETTERS)

as my/our proxy to vote on my/our behalf at the AGM of the Company to be held on Friday, 14 June 2024 at 11.30am and at any adjournment(s) thereof. In respect of the resolutions set out in full in the Notice, I/we desire my/our proxy to vote as indicated above.

Signature Date

AGM - 14 June 2024 - attendance card

The 2024 Annual General Meeting of Tesco PLC will be held on Friday, 14 June 2024 at 11.30am at:

Heart building Shire Park Welwyn Garden City AL7 1TW

To view the Notice of AGM, scan the QR code below.

Guidance notes

1. Voting ahead of the AGM

Your votes are important to us and we would strongly encourage you to submit your voting instructions well in advance of the meeting.

You can submit your voting instructions online by logging in to your Shareview portfolio at www.shareview.co.uk. Once you have logged in, simply click 'View' on the 'My Investments' page and then click on the link to vote and follow the on-screen instructions.

If you do not have a Shareview Portfolio, it's easy to set one up. Simply register for a free Shareview portfolio, go to www.shareview.co.uk, complete the information requested and we will match your details to our records.

You are entitled to appoint a proxy or proxies, who need not be a shareholder, or the Chair of the Meeting to exercise any or all of your rights to attend, speak and vote. Please note the deadline for submitting proxies will be 11.30am on Wednesday, 12 June 2024.

2. Eligibility to vote

Shareholders on the register at 6.30pm on Wednesday, 12 June 2024 have the right to attend, speak and vote on the resolutions. Changes to the register of members after this time will be disregarded in determining the rights of any person to attend, speak and vote at the AGM.

3. Resolutions

Details of the resolutions and the biographies setting out the skills and experience of each of the Directors standing for election or re-election are set out in the Notice.

4. Vote Withheld

The 'Vote Withheld' option is provided to enable you to abstain on any 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' a resolution.

5. Appointing multiple proxies

You may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares held by you. Please indicate whether the proxy appointment is one of multiple appointments, and the number of shares in respect of which the proxy is appointed. To appoint more than one proxy using shareview, log in to your Shareview portfolio at www.shareview.co.uk, follow the on-screen instructions to vote. Enter the name of the proxy and how many shares are to be voted by each proxy in the 'Name' box on the Shareview website. PROOF

Additional paper proxy forms may be obtained from Equiniti.

All paper 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 paper proxy form received will be accepted in substitution for any previous appointments.

6. Proxy discretion

If you have not given specific instructions on how your proxy should vote in respect of any resolution, your proxy will have discretion to vote on that resolution, in respect of the amount of shares that they have been appointed proxy for, as they see fit. Your proxy can vote, or abstain from voting, as they see fit on any other business which may validly come before the meeting.

7. Corporate shareholders

If a shareholder 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.

8. Joint shareholders

In the case of joint holders, any joint holder may sign this proxy form. The vote of the person whose name appears first in the register of members in respect of the holding or their proxy will be accepted to the exclusion of the votes of other joint holders or their proxies.

9. Returning paper proxy forms

A pre-paid envelope is enclosed for UK postage only. From outside the UK, Isle of Man or Channel Islands, the appropriate postage must be paid.

Please do not use this proxy form to communicate a change of address or any other notifications. Please contact Equiniti via www.shareview.co.uk or via secure email at help.shareview.co.uk and they will be pleased to assist you.

10. Attending in person after submitting a proxy form

Appointing a proxy in advance does not prevent you from attending and voting at the meeting in person.

11. Electronic communications

Please note that any electronic communication, including an electronic proxy form, found to contain a computer virus will not be accepted. The use of the internet service in connection with the AGM is governed by Equiniti's conditions of use set out on the website, www.shareview.co.uk