Tesco PLC — AGM Information 2024

May 14, 2024

Notice of Annual General Meeting 2024.

The 2024 Annual General Meeting of Tesco PLC will be held at 11.30am on Friday, 14 June 2024 at Tesco PLC, Heart building, Shire Park, Welwyn Garden City, AL7 1TW.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

When considering what action you should take, you are recommended to seek your own personal advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional advisor authorised under the Financial Services and Markets Act 2000 or, if you reside outside the United Kingdom, another appropriately authorised financial advisor. If you have sold or transferred all of your shares in Tesco PLC, please send this document as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hello.

Contents

Key information	02
Letter from the Chair	03
Notice of meeting	04
Notes to the resolutions	06
Board of Directors	08
Attending the meeting	11
Voting	12
Asking questions	13
Managing your shareholding	14
Other information	15

Find out more

Our corporate website is the principal means we use to communicate with our shareholders.

To view the documents referenced in this Notice of AGM, including the Annual Report and Financial Statements 2024, scan the QR code below or visit: www.tescoplc.com/investors/shareholder-centre

Key information

Registering your voting instructions Submit by 11.30am on Wednesday, 12 June 2024.	To register online, scan the QR code or visit www.shareview.co.uk. For full details on how you can register your voting instructions, please see pages 12 to 13.
Voting via CREST and Proxymity Submit by 11.30am on Wednesday, 12 June 2024.	Visit either www.euroclear.com or www.proximity.io For full details on how you can vote via CREST and Proxymity, please see pages 12 to 13.
Submitting questions via email Pre-register your questions from now until 11.30am on Wednesday, 12 June 2024.	Email us at: shareholderquestions@tesco.com. For full details on how you can attend, vote and ask questions, please see pages 11 to 13.
Attending the meeting The meeting will be held at Tesco PLC, Heart building, Shire Park, Welwyn Garden City, AL7 1TW on Friday, 14 June 2024 at 11.30am.	Registration for those attending in person will commence at 10.30am. For full details on how you can attend the AGM, please see page 11. Alternatively, you can watch the live webcast from 11.30am via www.tescoplc.com/AGM2024.

Letter from the Chair.

Gerry Murphy, Chair

Dear Shareholder

I am pleased to invite you to the Tesco PLC 2024 Annual General Meeting (AGM). This will be my first Tesco AGM as Chair, having been appointed to the Board in September 2023, and I look forward to welcoming you to the meeting. This year's AGM will be held on Friday, 14 June 2024 at 11.30am in the Heart building on our Welwyn Garden City campus.

This Notice of meeting (Notice) describes the business that will be proposed at the AGM and sets out the procedures for your participation and voting. The official business of the AGM is set out on pages 4 and 5. The AGM is a significant event and your participation is important to us. It provides a valuable opportunity for the Board to share our insights on the performance of the Group since the last AGM, as well as to engage with shareholders.

Shareholders may attend the AGM in person or watch the live webcast online. Information on both options is provided on page 11.

Voting

We encourage all shareholders to vote online in advance of the AGM, regardless of whether or not you attend the AGM in person or watch the live webcast. Our share registrar, Equiniti, must receive your voting instructions by 11.30am on Wednesday, 12 June 2024 at the latest to ensure that your votes are counted. Please note that only shareholders, proxies and corporate representatives attending the AGM in person will be eligible to ask questions and vote during the meeting.

Asking a question

The views of our shareholders are important to the Board and we look forward to your questions on the business of the meeting. We recommend that you pre-register your questions in advance of the AGM.

Board changes

In September 2023, we welcomed Dame Carolyn Fairbairn to the Board. As this is her first AGM, she, like me, will be standing for election. We will also say goodbye to Byron Grote, who having served nine years on the Board, will be stepping down from the Board at the conclusion of the AGM. Byron has been a valued member of the Board, including roles as Senior Independent Director (SID) and Audit Committee Chair. I am pleased that Carolyn Fairbairn will take on the role of SID and Karen Whitworth the role of Audit Committee Chair, both from the conclusion of the AGM.

The biographical details of all the Directors seeking election and re-election are detailed in this Notice and on pages 52 to 54 of the Annual Report and Financial Statements 2024.

Special resolutions

In line with current market practice, to take account of updates to guidelines issued by the Investment Association and the Pre-emption Group, we have taken the opportunity to update our standard authorities to allot shares and to disapply pre-emption rights this year. The Board has no current intention to exercise these authorities and our ongoing share buyback programme, together with our strong cash generation and robust financial position, reflects the Board's confidence in the future prospects of the Company. However, the Directors consider these updates to be appropriate in order to allow the Company the maximum flexibility to respond to market developments and to finance business opportunities should they arise.

Recommendation

Your Directors believe that all the resolutions set out in this Notice are in the best interests of both Tesco PLC and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all resolutions, as they intend to do in respect of their own holdings. The results of the AGM will be announced via a regulatory information service and published on our website www.tescoplc.com as soon as practicable after the conclusion of the AGM.

Gerry Murphy Chair 3 May 2024

Notice of meeting.

Notice is hereby given that the 2024 Annual General Meeting (the AGM) of Tesco PLC (the Company) will be held at Tesco PLC, Heart building, Shire Park, Welwyn Garden City, AL7 1TW on Friday, 14 June 2024 at 11.30am to consider and, if thought fit, pass the following resolutions.

Resolutions 19 to 22 will be proposed as special resolutions, with the remainder being proposed as ordinary resolutions.

1. Report and accounts

To receive the audited accounts for the financial year ended 24 February 2024, together with the Strategic report, Directors' report and auditor's report on those accounts.

2. Directors' remuneration report

To approve the Directors' remuneration report set out on pages 90 to 114 of the Annual Report and Financial Statements for the year ended 24 February 2024.

3. Final dividend

To declare a final dividend of 8.25 pence per share for the year ended 24 February 2024, as recommended by the Directors.

Election and re-election of directors

To elect as Directors by separate resolutions each of:

• 4. Dame Carolyn Fairbairn
• 5. Dr Gerry Murphy
• To re-elect as Directors by separate resolutions each of:
• 6. Melissa Bethell
• 7. Bertrand Bodson
• 8. Thierry Garnier
• 9. Stewart Gilliland
• 10. Ken Murphy
• 11. Imran Nawaz
• 12. Alison Platt
• 13. Caroline Silver
• 14. Karen Whitworth

15. Reappointment of auditor

To reappoint Deloitte LLP as auditor of the Company, from the conclusion of the meeting until the conclusion of the next general meeting before which accounts are laid.

16. Auditor's remuneration

To authorise the Audit Committee, on behalf of the Board, to set the auditor's remuneration.

17. Political donations

That, in accordance with section 366 of the Companies Act 2006 (the Act), the Company and any company which is, or becomes, a subsidiary of the Company at any time during the period for which this resolution has effect, be authorised to:

• (a) make donations to political parties and/or independent election candidates not exceeding £100,000;
• (b) make political donations to political organisations, other than political parties, not exceeding £100,000; and
• (c) incur political expenditure not exceeding £100,000,

as such terms are defined in Part 14 of the Act during the period beginning on the date of the passing of this resolution and ending on the date of the next annual general meeting of the Company, provided that the aggregate of all expenditure under paragraphs (a), (b) and (c) shall not exceed £100,000 in total.

18. Authority to allot shares

That, in place of the equivalent authority given to the Directors at the last annual general meeting of the Company (but without prejudice to the continuing authority of the Directors to allot equity securities pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made), the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the Act) to allot:

• (a) shares of 6⅓ pence each in the capital of the Company (Shares) or to grant rights to subscribe for, or to convert any securities into Shares in the Company up to a maximum aggregate nominal amount of £148,599,627; and, in addition,
• (b) equity securities (as defined in section 560 of the Act) of the Company up to an aggregate nominal amount of £148,599,627 in connection with an offer of such securities by way of a rights issue,

provided that this authority shall expire at the end of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require rights to subscribe for or to convert any securities into Shares to be granted or equity securities to be allotted after such expiry and the Directors may allot equity securities or grant such rights under any such offer or agreement as if the authority conferred by this resolution had not expired.

'rights issue' means an offer of equity securities to:

• (a) holders of Shares on the register on a record date fixed by the Directors in proportion (as nearly as may be practicable) to their existing holdings; and
• (b) holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any treasury shares, fractional entitlements or legal or practical issues arising under the laws of or the requirements of any recognised regulatory body or any stock exchange in any territory.

19. Disapplication of pre-emption rights

That, subject to the passing of resolution 18, the Directors be empowered pursuant to section 570 of the Companies Act 2006 (the Act) to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority given by resolution 18 and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Act, in each case as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited:

(a) to the allotment and/or sale of equity securities in connection with an offer of such securities by way of a rights issue (as defined in resolution 18);

• (b) to the allotment and/or sale (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of £44,579,888; and
• (c) when any allotment and/or sale of equity securities is or has been made pursuant to paragraph 19(b) (a paragraph 19(b) allotment), to the allotment and/or sale of additional equity securities up to an aggregate nominal amount equal to 20% of the nominal value of that paragraph 19(b) allotment provided that any allotment and/or sale pursuant to this paragraph 19(c) is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of the annual general meeting,

such authorities to expire at the end of the next annual general meeting of the Company after the date on which this resolution is passed, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry, and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

20.Disapplication of pre-emption rights for acquisitions and other capital investment

That, subject to the passing of resolution 18, the Directors be empowered pursuant to section 570 of the Companies Act 2006 (the Act) in addition to any authority granted under resolution 19, to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority given by resolution 18 and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Act, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited:

• (a) to the allotment and/or sale of equity securities up to an aggregate nominal value of £44,579,888, provided that the allotment and/or sale is used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months of the original transaction) a transaction which the Directors determine to be an acquisition or other specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2022, being the most recent Statement of Principles published by the Pre-Emption Group prior to the date of the notice of the annual general meeting; and
• (b) when any allotment of equity securities is or has been made pursuant to paragraph 20(a) (a paragraph 20(a) allotment), to the allotment and/or sale of equity securities up to an aggregate nominal value equal to 20% of the nominal value of that paragraph 20(a) allotment, provided that any allotment and/or sale is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of the annual general meeting,

such authorities to expire at the end of the next annual general meeting of the Company after the date on which this resolution is passed, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

21. Purchase of own shares

That, the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006 (the Act)) of shares of 61/3 pence each in the capital of the Company (Shares) on such terms as the Directors think fit, provided that:

• (a) the maximum number of Shares which may be purchased is 703,892,974;
• (b) the minimum price, exclusive of any expenses, which may be paid for each Share is 61/3 pence;
• (c) the maximum price, exclusive of any expenses, which may be paid for each Share is an amount equal to the higher of:
• (i) 105% of the average of the middle market quotations of a Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Share is contracted to be purchased; and
• (ii) the amount equal to the higher of the price of the last independent trade of a Share and the highest current independent bid for a Share on the trading venue where the purchase is carried out; and
• (d) this authority will expire at the end of the next annual general meeting of the Company, except in relation to the purchase of Shares under this authority the contracts for which are made before the expiry of this authority and which are executed wholly or partly thereafter.

22.General meetings

That, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board

Robert Welch Group Company Secretary 3 May 2024

Registered office

Tesco House Shire Park Kestrel Way Welwyn Garden City AL7 1GA

Registered in England and Wales: 00445790

Notes to the resolutions.

Resolutions 1 to 18 are proposed as ordinary resolutions, which must each receive more than 50% of the votes cast to be passed. Resolutions 19 to 22 are proposed as special resolutions, which must each receive at least 75% of the votes cast to be passed.

1. Report and accounts

The Directors are required to present the Annual Report and Financial Statements for the year ended 24 February 2024 to the meeting. The Annual Report and Financial Statements 2024 is available at www.tescoplc.com/ar2024. A printed copy has been sent to those shareholders who have requested this.

2. Directors' remuneration report

This resolution seeks shareholder approval of the Directors' remuneration report for the year ended 24 February 2024 as set out on pages 90 to 114 of the Annual Report and Financial Statements 2024. The vote on this resolution is advisory.

3. Final dividend

This resolution is to approve a final dividend of 8.25 pence per share for the year ended 24 February 2024. If approved, the final dividend will be paid on 28 June 2024 to shareholders on the register of members at close of business on 17 May 2024.

4. – 14. Election and re-election of directors

All the Directors of the Company are required to retire and offer themselves for re-election at each AGM. In accordance with this requirement, Melissa Bethell, Bertrand Bodson, Thierry Garnier, Stewart Gilliland, Ken Murphy, Imran Nawaz, Alison Platt, Caroline Silver and Karen Whitworth will retire and offer themselves for re-election.

Carolyn Fairbairn and Gerry Murphy offer themselves for election as Directors, having being appointed to the Board since the last AGM. Byron Grote, having been appointed to the Board for nine years, will step down from the Board at the conclusion of the AGM, and will therefore not be seeking re-election.

Biographical details of the Director standing for election or re-election, together with the contribution that they bring to the Board, are set out in this Notice and on pages 52 to 54 of the Annual Report and Financial Statements 2024.

The Nominations and Governance Committee identifies, evaluates and recommends to the Board, candidates for appointment and reappointment as Directors. Appointments are made on merit and candidates are considered against objective criteria, having regard to the benefits of the diversity of the Board. The Nominations and Governance Committee keeps diversity, mix of skills, experience and knowledge of the Board under review and seeks to ensure an orderly succession of Directors. The formal annual evaluation of each Director, and the outside directorships and broader commitments of the Non-executive Directors, including time commitments, are also monitored by the Nominations and Governance Committee.

The Nominations and Governance Committee has reviewed the independence of each Non-executive Director and determined that they are all independent in character and judgement and there are no relationships or circumstances which are likely to affect the

judgement of any of the Non-executive Directors. The Nonexecutive Chair was considered independent upon appointment.

The Board considers each Director to be effective and committed to their role. Further, notwithstanding their external appointments, the Board is satisfied that each Non-executive Director is able to commit sufficient and appropriate time to their Board and Committee responsibilities.

15. – 16. Reappointment of auditor and remuneration of auditor

At each meeting at which the Company's accounts are presented to its members, the Company is required to appoint auditors to serve until the next annual general meeting. The Audit Committee oversees the relationship with the auditor. The Audit Committee is also responsible for the auditor selection process and for making recommendations to the Board regarding the appointment and reappointment of the auditor by shareholders at the AGM.

In accordance with the Statutory Audit Services Order 2014, the Audit Committee conducted a competitive tender exercise during the year. The Board approved the Audit Committee's recommendation that Deloitte LLP continue as auditors for the Company. Deloitte LLP have indicated their willingness to continue in office as auditor of the Company until the conclusion of the next annual general meeting at which accounts are laid before the Company.

Further details of the work covered by the Audit Committee in respect of the external audit, including more details on the audit tender process undertaken, are set out on pages 82 to 89 of the Annual Report and Financial Statements 2024.

Resolution 16 gives authority to the Audit Committee to set the auditor's remuneration. Details of the remuneration paid to Deloitte LLP in 2023/24 can be found in Note 3 to the Annual Report and Financial Statements 2024.

17. Political donations

The Company's policy is that it does not, directly or through any subsidiary, make what are commonly regarded as donations to any political party. The authorities being requested from shareholders are not designed to change this. However, the Companies Act 2006 (the Act) defines political donations very broadly and, as a result, covers activities that form part of normal relationships and which are accepted as a way of engaging with stakeholders and opinion formers to ensure that companies' issues and concerns are considered and addressed. Activities of this nature are not designed to support any political party or to influence public support for a particular party and would not be thought of as political donations in the ordinary sense of those words.

The resolution, if passed, will renew the Directors' authority until the conclusion of the annual general meeting of the Company in 2025 to make donations and incur expenditure which might otherwise be caught by the terms of the Act, up to an aggregate amount of £100,000 for the Company and for subsidiary companies.

In the financial year ended 24 February 2024, the Company and its subsidiaries did not incur any expenditure pursuant to equivalent authorities.

18. Renewal of Board's authority to allot shares

The purpose of this resolution is to renew the Directors' power to allot new Shares in the Company:

• (a) up to an aggregate nominal value of £148,599,627, which is approximately one-third of the Company's issued share capital as at 5.00pm on 1 May 2024 (being the latest practicable date prior to the publication of this document); and
• (b) up to a further aggregate nominal amount of £148,599,627 in connection with a rights issue.

In total, the resolution will allow the Directors to allot a maximum aggregate of two-thirds of the issued share capital of the Company. The Share Capital Management Guidelines published by The Investment Association consider this to be a routine authority.

As at 5.00pm on 1 May 2024, being the latest practicable date prior to the publication of this document, the Company does not hold any treasury shares.

There are no current plans to allot shares.

If this resolution is passed, this authority will expire at the conclusion of the annual general meeting of the Company in 2025.

19. Disapplication of pre-emption rights

The purpose of this resolution is to authorise the Directors (subject to the passing of resolution 18) to allot new shares of the Company and to sell treasury shares for cash without having to offer such shares to existing shareholders:

• (a) in connection with a rights issue (as defined in resolution 18); or
• (b) up to a nominal value of £44,579,888, which is approximately 10% of the Company's issued share capital as at 5.00pm on 1 May 2024 (being the latest practicable date prior to the publication of this document); or
• (c) for the purposes of a follow-on offer when an allotment of shares has been made under paragraph (b) above. It is limited to the allotment of shares having an aggregate nominal value of up to 20% of the nominal value of any shares allotted under paragraph (b) above. The follow-on offer must be determined by the Directors to be of a kind contemplated by the Pre-Emption Group's 2022 Statement of Principles.

The Pre-Emption Group published a revised Statement of Principles on Disapplying Pre-Emption Rights in November 2022. This resolution seeks authority from shareholders in line with the 2022 Statement of Principles. The Directors confirm they will follow the shareholder protections in section 2B and the expected features of a follow-on offer in paragraph 3 of section 2B of the Pre-Emption Group's 2022 Statement of Principles.

The authority sought, and the limits set by this resolution, will also apply to any sale or transfer of treasury shares. Your Directors consider it prudent to have the flexibility to buy back shares into treasury and subsequently to sell or to transfer them, if appropriate. This will enable them to act on short notice in appropriate circumstances if that is in the best interests of the Company.

If this resolution is passed, this authority will expire at the conclusion of the annual general meeting of the Company in 2025.

20. Disapplication of pre-emption rights for acquisitions and other capital investment

The purpose of this resolution is to authorise the Directors to allot additional shares for cash and/or sell treasury shares without having to offer such shares to existing shareholders:

• (a) up to a nominal value of £44,579,888, which is approximately 10% of the Company's issued share capital as at 5.00pm on 1 May 2024 (being the latest practicable date prior to the publication of this document), in connection with the financing (or refinancing, if the waiver is used within 12 months of the original transaction) of a transaction which the Directors determine to be an acquisition or specified capital investment of a kind contemplated by the Pre-Emption Group's 2022 Statement of Principles; or
• (b) for the purposes of a follow-on offer when an allotment of shares has been made under paragraph (a) above. It is limited to the allotment of shares having an aggregate nominal value of up to 20% of the nominal value of any shares allotted under paragraph (a) above. The follow on must be determined by the Directors to be of a kind contemplated by the Pre-Emption Group's 2022 Statement of Principles.

This additional disapplication resolution seeks authority from shareholders in line with the Pre-Emption Group's 2022 Statement of Principles. The Directors confirm that they will follow the shareholder protections in section 2B and the expected features of a follow-on offer in paragraph 3 of section 2B of the Pre-Emption Group's 2022 Statement of Principles.

The authority sought and the limits set by this resolution will also apply to any sale or transfer of treasury shares. Your Directors consider it prudent to have the flexibility to buy back shares into treasury and subsequently to sell or to transfer them, if appropriate. This will enable them to act on short notice in appropriate circumstances if that is in the best interests of the Company.

Together with resolution 19 (if passed) this would give the Directors the authority to allot shares for cash and/or sell treasury shares of up to 24% of the issued share capital of the Company, on a non pre-emptive basis.

If this resolution is passed, this authority will expire at the conclusion of the annual general meeting of the Company in 2025.

21. Purchase of own shares

Consistent with previous years practice, the Directors are seeking authority to make limited market purchases of shares of 6⅓ pence each in the capital of the Company (Shares). This power is limited to 703,892,974 Shares, being just under 10% of the Company's issued share capital as at 5.00pm on 1 May 2024 (being the latest practicable date prior to the publication of this document), and specifies the minimum and maximum prices at which the Shares may be bought.

The Directors confirm that they will exercise the buyback authority only when, in light of the prevailing market conditions, they consider such purchases would result in an increase in earnings per share and would be in the best interests of shareholders generally.

Any Shares purchased would be effected by a purchase in the market and may either be cancelled, thereby reducing the number of Shares in issue, or held as treasury shares, which may then be cancelled, sold for cash or used to meet the Company's obligations under its employee share schemes.

As at 5.00pm on 1 May 2024 (being the latest practicable date prior to the publication of this document), the total number of options to subscribe for Shares in the Company was 172 million (approximately 2.4% of the Company's issued share capital and approximately 2.7% of the Company's issued share capital if the full authority proposed by this resolution 21 was used and the Shares purchased were cancelled).

The Company had bought back and cancelled 279,410,755 Shares, representing 4% of the issued share capital of the Company as at 24 February 2024, for a total consideration of approximately £752m. The Company operated a share buyback and cancellation programme in order to reduce the issued share capital of the Company. As announced on 10 April 2024, the Company committed to buy back £1bn worth of shares over the next 12 months. This includes £250m of share buybacks funded by the special dividend received from Tesco Bank in August 2023. This will be carried out by the Company using the authority to purchase its own shares as approved by shareholders at the 2023 AGM, and the authority under this resolution 21 is sought to enable the Company to complete this programme and commence any further tranches as may be announced in due course.

If this resolution is passed, this authority will expire at the conclusion of the annual general meeting of the Company in 2025.

22. General meetings

Under the Companies Act 2006, listed companies must call general meetings (other than an annual general meeting) on at least 21 clear days' notice unless the company:

• (a) has obtained shareholder approval for the holding of general meetings on 14 clear days' notice by passing an appropriate resolution at its most recent annual general meeting; and
• (b) offers the facility for shareholders to vote by electronic means accessible to all shareholders.

To enable the Company to utilise the shorter notice period of 14 days for calling such general meetings, shareholders are asked to approve this resolution. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. If this resolution is passed, this authority will expire at the conclusion of the annual general meeting of the Company in 2025.

Board of Directors.

Chair Dr Gerry

Murphy. Appointed September 2023

Skills, experience and competences

Gerry has extensive global leadership experience through both executive and non-executive roles. His executive career was spent in retail and other customer-focused businesses in senior leadership and commercial roles. His significant business and board level experience and deep understanding of corporate governance, enable him to provide the Board with valuable leadership in the delivery of the Group's strategic objectives.

External appointments Current:

— Chair: Burberry Group plc

— Senior advisor: Perella Weinberg Partners

Past:

• Chair: The Blackstone Group International Partners LLP and Tate & Lyle PLC
• Non-executive director: Intertrust N.V., British American Tobacco plc, Merlin Entertainment plc, Reckitt Benckiser plc, Abbey National plc, Novar plc
• CEO: Greencore Group plc, Exel plc, Carlton Communications plc (now ITV plc) and Kingfisher plc

Committee membership

External appointments

Walgreens Boots Alliance — Various roles: Proctor & Gamble and Coopers & Lybrand (now PwC)

— Nominations and Governance Committee (Chair)

— Executive vice president, chief commercial officer and president of global brands:

Group Chief Executive Ken Murphy.

Appointed October 2020

Skills, experience and competences

Ken is a growth-orientated business leader with strong commercial, marketing and brand experience within retail and wholesale businesses. He has experience in global product brand management, product development, sales and marketing, sourcing, manufacturing and distribution.

Skills, experience and competences

Imran has over 20 years' experience in the global food industry and broad financial, strategic and international experience gained across a number of large multinational organisations. His financial, strategic, leadership and international strengths are a valuable asset to Tesco as we deliver on our strategic priorities.

External appointments

Current: — None

Current: — None Past:

Past:

— Chief financial officer: Tate & Lyle PLC — Various roles: Mondelez International, Inc, Kraft Foods and Deloitte

Nawaz. Appointed

Chief Financial Officer

May 2021

Imran

Independent Non-executive Director

Melissa Bethell. Appointed September 2018

Skills, experience and competences

Melissa's wealth of international corporate, strategy and financial experience across a range of industries, with a focus on private equity, advisory services, strategic consultancy and the financial, media and technology sectors, is invaluable in delivering our strategy.

External appointments Current:

• Chair: Ocean Outdoor Limited
• Non-executive director: Diageo PLC and Exor N.V.
• Senior advisor, Atairos

Past:

• Non-executive director: Samsonite International S.A., Worldpay Group PLC and Atento S.A.
• Senior positions: Atairos Europe, Bain Capital and Goldman Sachs & Co

Committee membership

— Audit Committee

Independent Non-executive Director Bertrand

Bodson. Appointed June 2021

Skills, experience and competences

Bertrand is an accomplished business executive, with significant experience of digital transformation, technology and the application of AI. He brings exceptional leadership and business expertise to the Board, as well as experience in delivering corporate transformation programmes while maintaining a focus on performance. His significant knowledge of digital and technology matters gained across a number of sectors, including retail, enhances the Board's oversight of these areas and the delivery of the strategy.

Skills, experience and competences

Thierry brings extensive experience in the retail sector, both in the UK and internationally, with a successful track record of implementing business transformation and driving leading-edge digital innovation in competitive and rapidly-changing retail environments.

Independent Non-executive Director Stewart Gilliland.

Appointed March 2018

Independent Non-executive Director Dame Carolyn Fairbairn DBE.

Appointed September 2023

Skills, experience and competences

Stewart brings over 20 years' experience and knowledge in international marketing, logistics and business management, having held a number of senior roles, predominantly in customer-centric businesses. His experiences as an executive and non-executive director and understanding and advocacy of supplier relationships, customers, colleagues and sustainability, which directly support Tesco's strategy, provide him with the skills and capabilities as Chair of the Sustainability Committee. The breadth and diversity of Stewart's experience is a benefit to the Board.

Skills, experience and competences

Carolyn brings a wealth of experience to the Board with her deep understanding of the macroeconomic, regulatory and political environment and significant experience across media, government and finance sectors.

To be appointed Senior Independent Director from the conclusion of the 2024 AGM.

External appointments Current:

— Chief executive officer: Keywords Studios PLC

Past:

• Supervisory board: Wolters Kluwer N.V.

• Senior positions: Novartis AG, Sainsbury's Argos and EMI Music — Co-founder and CEO: Bragster.com.

• Committee membership

• Sustainability Committee

External appointments Current:

— Chief executive officer: Kingfisher PLC

Past:

— Executive committee member: Carrefour SA — Senior positions: CEO, Carrefour Asia and Carrefour International and Managing Director of Carrefour in France

Committee membership

— Remuneration Committee

External appointments Current:

• Chair: IG Design Group PLC
• Non-executive director: Chapel Down Group plc and Nature's Way Foods Ltd.

Past:

• Chair: Booker Group plc and C&C Group plc — Chief executive: Müller Dairies UK and
• Ireland — Senior positions: Whitbread plc, Mitchells & Butlers plc and Interbrew

Committee membership

• Sustainability Committee (Chair)
• Nominations and Governance Committee
• Remuneration Committee

External appointments Current:

• Non-executive director: HSBC Holdings plc — Chair of the board of trustees: Royal
• Mencap Society

Past: — Director-general: Confederation of British Industry

• Non-executive director: Lloyds Banking Group plc, The Vitec Group plc, Capita plc, BAE Systems plc, the UK Competition and Markets Authority and the Financial Services Authority
• Senior positions: McKinsey & Company, BBC and ITV
• Member: Number 10 Policy Unit

Committee membership

— Remuneration Committee — Sustainability Committee

Independent Non-executive Director Thierry Garnier. Appointed April 2021

Board of Directors

Independent Non-executive Director Alison Platt

Appointed April 2016

CMG.

Skills, experience and competences

Alison has extensive experience of leadership in customer-driven organisations across the healthcare, insurance and property sectors. Alison has gained significant business-tobusiness and international commercial experience from working for high-profile consumer-facing companies. Her former membership of the steering group of the Hampton-Alexander Review provides strategic insights on diversity and inclusion.

External appointments

• Current: — Chair: Hargreaves Lansdown plc and Ageas (UK) Limited
• Non-executive director: Spectrum Wellness Holdings Limited and Inchcape PLC

Past:

• Chair: Dechra Pharmaceuticals PLC and Opportunity Now
• Non-executive director: Foreign and Commonwealth Office and Cable & Wireless Communications PLC
• Senior positions: Countrywide Limited and Bupa Limited

Committee membership

• Nominations and Governance Committee
• Remuneration Committee (Chair)

Independent Non-executive Director

Skills, experience and competences

Caroline brings to the Board a wealth of knowledge and experience across a number of commercial, financial and governance roles, together with extensive investment banking and international experience.

External appointments — Chair: Barratt Developments PLC

• Non-executive director: Intercontinental Exchange, Inc and chair of ICE Clear Europe
• Member: International Advisory Board of Adobe Inc and V&A Foundation
• Senior advisor: Moelis & Company — Governor: National Film and Television School

Past:

Current:

• Chair: PZ Cussons PLC
• Non-executive director: Meggitt PLC, M&G PLC and Bupa Limited
• Senior positions: Moelis & Company, Morgan Stanley and Merrill Lynch
• Trustee: Victoria and Albert Museum — Board member: London Ambulance Service NHS Trust

Committee membership

— Audit Committee

External appointments

Current:

— Senior independent director: The Rank Group plc and Tritax Big Box REIT plc

Past:

• Supervisory board member: GS1 UK Limited — Member: Commercial board and director
• of non-food grocery and new business at J Sainsbury plc — Senior positions: BGS Holdings Limited,
• InterContinental Hotels Group PLC and Coopers & Lybrand (now PwC)

Committee membership

— Audit Committee — Sustainability Committee

Independent Non-executive Director Karen

Whitworth. Appointed June 2021

Karen has significant strategic, financial and risk experience gained through a number of commercial, operational and governance roles. In addition, she brings to the Board extensive knowledge of the retail sector, logistics and supply chain gained across

Skills, experience and competences

a number of senior retail roles.

To be appointed Chair of the Audit Committee from the conclusion of the 2024 AGM.

Caroline Silver. Appointed October 2022

Attending the meeting.

How do I attend in person?

The meeting will take place from 11.30am on Friday, 14 June 2024 at Tesco PLC, Heart building, Shire Park, Welwyn Garden City, AL7 1TW. Registration commences at 10.30am and registration desks will be situated just inside the entrance of the Heart building on our Welwyn Garden City campus.

Tea and coffee will be served before the meeting. We ask that you do not bring your own food into the venue. Please ensure that all electronic equipment (including mobile devices) is switched off throughout the meeting.

The AGM will be filmed for webcast purposes. If you attend in person, you may be included in the webcast – and by attending the AGM, you consent to being filmed.

Please be prepared to provide evidence of your shareholding and/ or identity, to authenticate your right to attend, ask questions and vote at the AGM.

If you are attending on behalf of a shareholder, you must bring photographic proof of your identity and evidence of your appointment to represent that shareholder, including their Voting Instruction Card.

Security

For your personal safety and security, attendees will be asked to pass through security systems before entering the meeting. Large bags and luggage will not be permitted, and all hand baggage may be subject to examination. We will not permit behaviour which may interfere with anyone's safety and comfort, or the orderly conduct of the meeting. Guests will be admitted at the discretion of the Company.

Accessibility

The venue is easily accessible by wheelchair users and has lift access inside. Please let us know in advance if you will need wheelchair assistance to ensure appropriate arrangements are in place.

Transport

Welwyn Garden City railway station is the nearest railway station to Shire Park. Trains to and from Welwyn Garden City are operated by Great Northern and Thameslink. You can plan your train journey online using the National Rail website at www.nationalrail.co.uk.

Shuttle buses

Tesco will provide a free shuttle bus service from Welwyn Garden City railway station to Shire Park from 10.15am on the day of the meeting. Please allow 15 minutes for this journey. Tesco helpers will be on hand to direct you to the Golden Boy shuttle buses departing from the basement/drop off area of the Howard Centre shopping mall. Please allow 15 minutes to get from the railway platform to the shuttle buses. The shuttle bus service will resume following the end of the meeting from Shire Park to Welwyn Garden City railway station and will continue to run for 30 minutes after the meeting closes.

Welwyn Garden City has a taxi rank located outside the Howard Centre shopping mall. Please exit the station and take the escalator to the ground floor where you will see the main entrance/exit directly in front of you. The taxi rank is situated on Fretherne Road, and it is approximately a 5-minute journey.

Shire Park is approximately a 15-minute drive from junction 4 of the A1(M). The postcode for sat nav purposes is AL7 1TW. On arrival at Shire Park, follow signs to the AGM shareholder car park 7. There is no charge for parking. Tesco offers limited accessible parking spaces, located within close proximity to the Heart building. Spaces are available to blue badge holders only and badges must be displayed at all times.

If you wish to view the AGM proceedings online, you can watch via the live webcast which will be broadcast at 11.30am on the day of the AGM at www.tescoplc.com/AGM2024. The webcast is not interactive, and it is not possible to vote or ask questions via the webcast.

Voting.

Am I eligible to vote?

To attend, speak and vote at the AGM you must be entered in the Register of members of the Company at 6.30pm on Wednesday, 12 June 2024 or, in the event that the AGM is adjourned, 6.30pm on the date which is two working days prior to the reconvened AGM.

How do I vote in advance of the AGM?

Your vote is important to us and we encourage all shareholders to vote. There are a number of ways to submit your voting instructions in advance of the meeting:

• by logging into Shareview 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. To appoint more than one proxy using Shareview, log into your Shareview portfolio at www.shareview.co.uk and 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; or
• by completing and returning the paper proxy form (if you have requested one to be sent to you). Please read the instructions carefully to ensure you have completed and signed the paper proxy form correctly. Any alterations must be initialled; or
• via CREST or Proxymity.

Your voting instructions must be received by the Registrar, Equiniti Limited (Equiniti) no later than 11.30am on Wednesday, 12 June 2024. If you miss this deadline and wish to submit a new vote or amend an existing vote, you can only do so by attending the AGM in person and voting.

Please note that any electronic communication sent to the Company or the Registrar that is 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, and may be read by logging on to the website.

If you would like to receive a paper proxy form in advance of the meeting, you should contact Equiniti to request this at help.shareview.co.uk. Any requests must be received no later than Monday, 3 June 2024. The proxy form must be returned to Equiniti in the stamped addressed envelope provided by 11.30am on Wednesday, 12 June 2024.

How do I vote at the AGM?

Voting on all resolutions will be by way of a poll. This ensures an exact and definitive result.

If you attend the AGM, you will be given a poll card. You will be able to cast your vote on each resolution from the time the Chair declares the poll open until it is closed.

All of the votes of the shareholders present will be counted and added to those received in advance by proxy and the provisional voting results will be shown on the screen at the end of the meeting.

If you have already voted in advance, you will still be able to vote using a poll card and your vote at the AGM will replace your previously lodged vote.

Can I change my vote?

You can submit a new proxy instruction online at any time before 11.30am on Wednesday, 12 June 2024.

If you wish to amend a paper proxy form instruction, you must do so in writing and sign your new instruction. The voting instruction received last will be the one that is followed. If a postal instruction and an online instruction are received on the same day, the online instruction will be followed. Any amendment to an instruction must be received by Equiniti by 11.30am on Wednesday, 12 June 2024.

We have included a 'vote withheld' option when voting. A 'vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' or 'against' a resolution.

I am a CREST member, how do I vote?

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy instruction service may do so for the AGM to be held on Friday, 14 June 2024 and any adjournment(s) thereof by using the procedures described in the CREST Manual.

These procedures are available via www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed voting service providers, should refer to their CREST sponsors or voting service providers, who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK and Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by 11.30am on Wednesday, 12 June 2024.

For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear UK and Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by the CREST system by any particular time. CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001, as amended.

Asking questions.

How do I vote using Proxymity?

If you are an institutional investor you may be able to appoint a proxy for the AGM, and any adjournment(s) thereof, electronically via the Proxymity platform, a process which has been agreed by the Company and approved by Equiniti. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.30am on Wednesday, 12 June 2024 in order to be considered valid. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Can I appoint a corporate representative?

Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member, provided that they do not do so in relation to the same shares.

If two or more corporate representatives purport to vote in respect of the same shares:

• (a) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and
• (b) in other cases, the power is treated as not exercised.

Where can I find the voting results?

Details of the votes cast 'for', 'against' and 'withheld' on each resolution will be announced via a regulatory information service and published on our website www.tescoplc.com as soon as practicable following the AGM.

I am attending the AGM, how do I ask a question?

If you are attending the AGM in person, we ask that you register your question at the Question Registration stand before the start of the meeting. Please keep your questions and statements short and relevant to the business of the meeting to allow everyone who wishes to speak the chance to do so.

When called upon to ask your question in the meeting, please be considerate to others who may have waited for some time to ask their question and do not make speeches or ask multiple or repetitive questions.

Can I ask a question in advance of the meeting?

Yes, just email your question to shareholderquestions@tesco.com. We encourage shareholders to register questions in advance of the AGM, even where you are attending the AGM in person or viewing the webcast online, to enable us to answer as many questions as possible.

You will be able to pre-register your questions about the business of the meeting until Wednesday, 12 June 2024 at 11.30am. We encourage all questions to be submitted at the earliest opportunity and well in advance of the deadline.

Any questions not related to the business of the meeting will be answered by return email.

Can I ask a question?

Shareholder proxies and corporate representatives have the right to ask questions at the AGM if they relate to the business being dealt with at the meeting, unless answering such questions:

• (a) would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
• (b) the answer has already been given on a website in the form of an answer to a question; or
• (c) it is undesirable in the interests of the Company or good order of the meeting that the question be answered.

Managing your shareholding.

Managing your shares and shareholder communications

The Company's share register is maintained by our Registrar, Equiniti. Shareholders can manage their holdings online or elect to receive shareholder documentation in electronic form by setting up a Shareview portfolio. Please see below for more details.

Go Online. Go Paperless. It's Simple.

Electronic communications

We encourage our shareholders to take advantage of electronic communications. By signing up to receive electronic communications, you will be helping to reduce print, paper and postage costs and the associated environmental impact.

Tesco Share Account

The Tesco Share Account (TSA) is a free service available to Tesco shareholders that allows you to hold your Tesco shares electronically. The TSA is a sponsored nominee service operated for Tesco by Equiniti Financial Services Limited, authorised and regulated by the FCA. Holding your shares electronically removes the need to hold paper share certificates, making dealing quicker and more secure. When you join the TSA, you remain the beneficial owner of your shares and continue to have the right to receive shareholder communications, vote at general meetings and to receive any dividends paid on your shares.

Share dealing service

Equiniti offers shareholder services for dealing in Tesco PLC shares. Dealing fees vary between brokers and you are recommended to check that you are being charged the most competitive rate. For further information please visit www.shareview.co.uk/dealing.

Your dividend options

You have the option to reinvest your dividend to purchase shares by joining the Tesco PLC Dividend Reinvestment Plan (the DRIP). For further information please visit www.shareview.co.uk/info/drip (terms and conditions apply).

Want more information or help?

Equiniti can help with shareholding queries and can provide you with a paper proxy form, if required. Please contact Equiniti via www.shareview.co.uk or online at help.shareview.co.uk (from here, you can securely email Equiniti with your enquiry).

Other information.

Availability of this Notice

A copy of this Notice, the Annual Report and Financial Statements 2024 and other information required by section 311A(1) of the Companies Act 2006 can be found on the Company's website at www.tescoplc.com/AGM2024.

Documents for inspection

The following documents are, under normal circumstances, available for inspection during normal business hours at the Company's registered office, Tesco House, Shire Park, Kestrel Way, Welwyn Garden City, AL7 1GA, on any business day from the date of this Notice and will be available for inspection at the place of the AGM from 11.15am on the day of the AGM until the conclusion of the AGM:

• (a) copies of the Executive Directors' service contracts with the Company; and
• (b) copies of Non-executive Directors' letters of appointment.

Nominated persons

If you hold your shares through a broker or a nominee and you wish to participate in the meeting, you will need to ask your broker or nominee to appoint you either as a proxy or as a corporate representative.

If they appoint you as a proxy, the appointment must be notified to Equiniti by the appropriate deadline. If they appoint you as a corporate representative, they will need to write a letter to Equiniti setting out the details of the appointment and of your shareholding, and you will need to bring the letter with you to the AGM. If you do not have such a letter and Equiniti has not been notified of your appointment as a proxy, you may be denied entry to the meeting and will be unable to vote.

Audit concerns

Shareholders meeting the threshold requirements set out in section 527 of the Companies Act 2006 have the right to require the Company to publish a statement on its website in relation to the audit of the Company's accounts that are to be laid before the meeting, or any circumstances connected with an auditor of the Company ceasing to hold office since the previous AGM. The Company may not charge the requesting shareholders for website publication of such a statement. The Company must also forward the statement to the auditor not later than the time when it publishes the statement on the website. The business which may be dealt with at the AGM includes any website statement relating to audit concerns.

Issued share capital and total voting rights

As at 5.00pm on 1 May 2024 (being the latest practicable date prior to the publication of this document), the Company's issued share capital consisted of 7,038,929,740 shares, carrying one vote each. The Company does not hold any shares in the capital of the Company in treasury. Therefore, the total voting rights in the Company as at 5.00pm on 1 May 2024 were 7,038,929,740.

Shareholder security

In recent years, Tesco PLC has become aware that its shareholders (and holders of other Tesco securities) have received unsolicited phone calls or correspondence concerning investment matters. These callers can be very persistent and extremely persuasive and often have professional websites and telephone numbers to support their activities. These callers will sometimes imply connection to Tesco and provide incorrect or misleading information. Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports.

Beware of share fraud

Spot the warning signs

Fraudsters will often:

• contact you out of the blue;
• apply pressure to invest quickly;
• downplay the risks to your money;
• promise returns that sound too good to be true; and
• state that the offer is only available to you or that you cannot inform anyone else.

If you are suspicious, report it

You can report the firm or scam to the FCA by contacting their Consumer Helpline on 0800 111 6768 or by visiting the FCA's website at www.fca.org.uk/scamsmart.

How to avoid investment scams

1. Reject unexpected offers.

Scammers usually make unsolicited phone calls, but they can also contact you by email, post, word of mouth or at a seminar. If you have been offered an investment opportunity out of the blue, it is likely to be a high-risk investment or a scam.

2. Check the FCA Warning List.

Use the FCA Warning List to check the risks of a potential investment opportunity – you can also search to see if the firm is known to be operating without FCA authorisation.

3. Get advice.

Get advice before investing – do not use an advisor from the firm that contacted you.

If you have lost money in a scam, contact Action Fraud on 0300 123 2040 or www.actionfraud.police.uk.

This report is printed on Arctic Volume paper and board.

The paper is Forest Stewardship Council® (FSC®) certified from well managed forests and other controlled sources.

The paper is Carbon Balanced with World Land Trust, an international conservation charity, which offset carbon emissions through the purchase and preservation of high conservation value land. Through protecting standing forests, under threat of clearance, carbon is locked in that would otherwise be released. These protected forests and then able to continue absorbing carbon from the atmosphere, referred to as REDD (Reduced Emissions from Deforestation and forest Degradation).

This is now recognised as one of the most cost-effective and swiftest ways to arrest the rise in atmospheric CO2 and global warming effects. Additional to the carbon benefits is the flora and fauna this land preserves, including a number of species identified at risk of extinction on the IUCN Red List of Threatened Species.

Printed in the UK by Pureprint Group, a CarbonNeutral® Company with FSC® certification.