Tesco PLC — Proxy Solicitation & Information Statement 2015

Sep 10, 2015

ADMISSION CARD

Tesco PLC General Meeting 30 September 2015 Please bring this card with you to the meeting.

NOTES FOR THE COMPLETION OF THE PROXY FORM

1. The Proxy Form is for the use of Tesco PLC ordinary shareholders only.

2. 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 and to 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.
3. 1. 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". If you wish to appoint the Chairman as your proxy, you do not need to change this part of the Proxy Form. A proxy need not be a member of the Company. 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).
4. 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. 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.
5. 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" and "Against" the resolution.
6. 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. 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 Proxy Form the required number of times before completing it.
7. 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.
8. 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.
9. 1. In the case of joint holders, any joint holder may sign this Proxy Form, but the vote of the person whose name appears first in the register of members in respect of the holding or his proxy will be accepted to the exclusion of the votes of other joint holders or their proxies.
10. 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 2.00 p.m. on 28 September 2015. 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.
11. 1. If you wish to register your proxy appointment electronically through the internet, please log on to www.sharevote.co.uk, where full details of the procedure are given. You will need to use the series of numbers made up of your Voting ID, Task ID and Shareholder Reference Number 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.
12. 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 page 47 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.
13. 1. Proxy appointments and instructions, however submitted, must be received by Equiniti Limited by 2.00 p.m. on 28 September 2015.
14. 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.
15. 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 6.00 p.m. on 28 September 2015 shall be entitled to attend and to 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 6.00 p.m. on 28 September 2015 shall be disregarded in determining the rights of any person to attend and to speak and vote at the meeting.
16. 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.

Wednesday 30 September 2015 at Park Plaza Riverbank London, 18 Albert Embankment, London SE1 7TJ at 2.00 p.m., please bring this card with you and present it at one of the shareholder registration desks.

If you are planning to attend the General Meeting of Tesco PLC, to be held on

If you do not wish to or are unable to attend the meeting, you can still submit a Proxy Form. If you have any queries about the General Meeting, or about your shareholding, please contact Equiniti Limited: Shareholder helpline 0871 384 2977*. From outside the UK +44 121 415 7053. Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday.

*Calls to this number are charged at 10p per minute plus network extras. Equiniti may record calls to both numbers for security purposes and to monitor the quality of its services

PROXY FORM

If you cannot attend the General Meeting, please complete 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 Number below or, if you are a CREST member, using the procedures described in the CREST Manual.

0222-121-S

Voting I.D Task I.D. Shareholder Reference Number

Tesco PLC General Meeting to be held on Wednesday 30 September 2015 at Park Plaza Riverbank London, 18 Albert Embankment, London SE1 7TJ at 2.00 p.m.

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 1, 2 and 3)

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 of the Company to be held on 30 September 2015 and at any adjournment(s) thereof. In respect of the resolution set out in full in the Notice of General Meeting, I/we instruct my/our proxy to vote on a show of hands or on a poll in the manner shown below (see notes 4 and 5).

Please tick here if this proxy appointment is one of multiple appointments (see note 6):

Number of shares in respect of which the proxy is appointed:

Please indicate your vote by marking the appropriate box in black ink like this: X

Resolution	For	Against	Vote withheld
To approve the disposal of the Homeplus Group, as described in the circular to the Company's shareholders dated 10 September 2015, and to authorise the directors to implement the transaction.

Please indicate if you are intending to attend the General Meeting

This card should not be used for any comments, change of address, or other queries (see note 14).

Signature (see notes 7, 8 and 9) Date

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