Tesco PLC — Proxy Solicitation & Information Statement 2018

May 10, 2018

TESCO

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Annual General Meeting 2018 (the AGM)
VOTE YOUR SHARES

If you would like to vote at the AGM but you cannot attend the meeting, you can appoint a Proxy to vote at the meeting on your behalf. There are two ways of doing this:

1) vote online; or
2) complete and return the Proxy Form below.

0222-145-S

VOTERONLINEATSHAREVOTEC.O.UK

Voting ID	Task ID	Shareholder Reference No.

If you are not able to vote online, you can complete the form below and return it to our Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA in the pre-paid envelope provided (UK only). All votes must be submitted by no later than 2.00pm on Wednesday 13 June 2018. Guidance Notes are set out overleaf and in the Notice of Meeting on page 8.

My voting instructions are:		Date vote by marking a X in black ink
	Resolution	For	Against	We should	For
1.	To receive the report and account	☐	☐	☐	☐
2.	To approve the Directors' Remuneration Report	☐	☐	☐	☐
3.	To approve the Directors' Remuneration Policy	☐	☐	☐	☐
4.	To declare a final dividend	☐	☐	☐	☐
5.	To elect Stewart Gilliland as a Director	☐	☐	☐	☐
6.	To elect Charles Wilson as a Director	☐	☐	☐	☐
7.	To re-elect John Allan as a Director	☐	☐	☐	☐
8.	To re-elect Mark Armour as a Director	☐	☐	☐	☐
9.	To re-elect Steve Golsby as a Director	☐	☐	☐	☐
10.	To re-elect Byron Grote as a Director	☐	☐	☐	☐
11.	To re-elect Dave Lewis as a Director	☐	☐	☐	☐
12.	To re-elect Mikael Olsson as a Director	☐	☐	☐	☐
13.	To re-elect Deanna Oppenheimer as a Director	☐	☐	☐	☐

*Special resolution

Please tick here if this proxy appointment is one of multiple appointments (see note 4) ☐ Number of shares

Signing Declaration

I/we being a shareholder(s) of the Company hereby appoint the Chairman 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 15 June 2018 at 2.00pm and at any adjournment thereof. In respect of the resolutions set out in full in the Notice of Meeting, I/we desire my/our Proxy to vote as indicated above.

Signature

1delete as appropriate

Date

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ADMISSION CARD

Tesco PLC Annual General Meeting

15 June 2018 at 2.00pm

The ICC Capital Suite, 3rd Floor of ExCeL London, One Western Gateway, Royal Victoria Dock, London E16 1XL.

Please bring this card with you to the meeting.

How to get to the AGM

By train: The nearest London mainline terminals are Stratford International and London Bridge. You can join the Jubilee line from both these stations.

By tube and DLR: Take the Jubilee line to Canning Town station and change on to the Beckton-bound DLR train for two stops to Prince Regent. There are lifts on the station platforms to the covered walkway into the ExCeL (East entrance). Once you have entered the ExCeL (East entrance) please follow our AGM signage.

By car: The post code for Sat Nav purposes is E16 1FR. To help plan your journey by car please visit www.excel.london/visitor/getting-here.

Guidance Notes

1. Eligibility to vote

You will have the right to attend, speak and vote at the AGM if your name appears on the register of members of the Company as at 6.30pm on 13 June 2018. 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.

2. 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 of Meeting.

3. Vote withheld

The 'Vote Withheld' option is provided in the Notice of your 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 proportion of the votes 'For' or 'Against' a resolution.

4. 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 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 by post, each proxy must be appointed on a separate proxy form. Additional paper proxy forms may be obtained from Equiniti. Alternatively, you may photocopy the proxy form the required number of times before completing it.

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.

5. 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 your total holding, as they see fit. Your proxy can vote, or abstain from voting, as they decide on any other business which may validly come before the meeting.

6. 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.

7. Joint shareholders

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.

8. CREST members

CREST members who wish to appoint a proxy may do so by using the CREST electronic communication service. Please refer to page 8 of the Notice of Meeting for further information.

9. Returning paper proxy forms

A principal envelope is enclosed for UK postage only. From outside the UK, IOWA Channel Islands are 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 separately and they will be pleased to assist you.

10. Attending in person after submitting a proxy form

Submitting a proxy form in advance does not prevent you from attending and voting at the meeting in person. If you have submitted a proxy form and you wish to attend in person, please mention this upon registration at the meeting and your proxy form will be disregarded.

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.sharevote.co.uk, and may be read by logging on to that site.