Tesco PLC — Proxy Solicitation & Information Statement 2021

May 18, 2021

TESCO

Annual General Meeting 2021 (the AGM)
Vote your shares

We strongly recommend you to submit your voting instructions ahead of the AGM. You can submit your voting instructions either:

1. online at www.sharevote.co.uk; or
2. by returning the below completed Proxy Form.

VOTE ONLINE AT SHAREVOTE.CO.UK

Voting ID
Task ID
Shareholder Reference No.

0222-193-s

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 9.30am on Wednesday, 23 June 2021. Guidance notes are set out overleaf and in the Notice of Annual General Meeting 2021 on pages 14 and 15.

My voting instructions are:					Indicate vote by marking a X in black ink
	Resolution	For	Against	Vote Withheld		Resolution	For	Against	Vote Withheld
1.	To receive the report and accounts.	☐	☐	☐	15.	To elect Thierry Garnier as a Director.	☐	☐	☐
2.	To approve the Directors' remuneration report.	☐	☐	☐	16.	To elect Imran Nawaz as a Director.	☐	☐	☐
3.	To approve the Directors' remuneration policy.	☐	☐	☐	17.	To elect Karen Whitworth as a Director.	☐	☐	☐
4.	To declare a final dividend.	☐	☐	☐	18.	To reappoint the auditors.	☐	☐	☐
5.	To re-elect John Allan as a Director.	☐	☐	☐	19.	To authorise the Audit Committee to determine the auditors' remuneration.	☐	☐	☐
6.	To re-elect Melissa Bethell as a Director.	☐	☐	☐	20.	To authorise the Directors to allot shares.	☐	☐	☐
7.	To re-elect Stewart Gilliland as a Director.	☐	☐	☐	21.	To authorise the Directors to disapply pre-emption rights*.	☐	☐	☐
8.	To re-elect Steve Golsby as a Director.	☐	☐	☐	22.	To authorise the Directors to disapply pre-emption rights for acquisitions and other capital investment*.	☐	☐	☐
9.	To re-elect Byron Grote as a Director.	☐	☐	☐	23.	To authorise the Company to purchase its own shares*.	☐	☐	☐
10.	To re-elect Ken Murphy as a Director.	☐	☐	☐	24.	To authorise political donations by the Company and its subsidiaries.	☐	☐	☐
11.	To re-elect Simon Patterson as a Director.	☐	☐	☐	25.	To authorise a 14 day notice period for general meetings*.	☐	☐	☐
12.	To re-elect Alison Platt as a Director.	☐	☐	☐	26.	To approve the Long-Term Incentive Plan 2021.	☐	☐	☐
13.	To re-elect Lindsey Pownall as a Director.	☐	☐	☐	27.	To approve the Savings-Related Share Option Scheme (2021).	☐	☐	☐
14.	To elect Bertrand Bodson as a Director.	☐	☐	☐	28.	To adopt the new articles of association*.	☐	☐	☐

• Special resolution

Please tick here if this proxy appointment is one of multiple appointments (see note 7) ☐ Number of shares

Signing Declaration

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

(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, 25 June 2021 at 9.30am and at any adjournment thereof. In respect of the resolutions set out in full in the Notice of Annual General Meeting 2021, I/we desire my/our Proxy to vote as indicated above.

Signature
Date

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Virtual Shareholder Event - 18 June 2021

Join us for a live Virtual Shareholder Event at 2.00pm on 18 June 2021 to hear presentations from the Chairman, John Allan, and Group Chief Executive, Ken Murphy, on the performance and activities of Tesco during the past year. Following these presentations, shareholders will have the opportunity to ask questions on the business of the meeting to the Board.

To access the Virtual Shareholder Event, visit https://web.lumiagm.com. You will then need the below details:

Meeting ID: 194-727-931

Shareholder Reference Number (SRN)

PIN: First two and last two digits of your SRN, above.

Access is available 60 minutes before the scheduled start time. Once logged in, you will be able to submit your question.

AGM - 25 June 2021

As set out in the Notice of Annual General Meeting 2021 (the Notice), due the restrictions on public gatherings at the date of writing the Notice, we would strongly encourage shareholders not to attend the AGM which will take place on Friday, 25 June 2021 at 9.30am in the Heart building of our Welwyn Garden City campus. Instead we would recommend shareholders access the Virtual Shareholder Event on 18 June 2021 at 2.00pm, as detailed above. The AGM will deal only with the formal business of the meeting and to ensure the health and safety of our shareholders, colleagues and AGM support staff, as well as the public, no refreshments, food demonstrations, transport facilities to the Heart building or Clubcard vouchers for attending the meeting will be available to shareholders. Guests will also not be permitted to attend.

Guidance notes

1. Virtual Shareholder Event

Join us for a live Virtual Shareholder Event at 2.00pm on 18 June 2021 to hear presentations from the Chairman, John Allan, and Group Chief Executive, Ken Murphy, on the performance and activities of Tesco during the past year. Following these presentations, shareholders will have the opportunity to ask questions on the business of the meeting to the Board.

To access the Virtual Shareholder Event, visit https://web.lumiagm.com. You will need your Shareholder Reference Number (SRN) and PIN, printed above. Full details of how to join the Virtual Shareholder Event can be found in the Notice of Annual General Meeting 2021 (the Notice) or on our website at www.tescopic.com/AGM2021.

2. Voting ahead of the AGM

Your votes are important to us, and we encourage you to submit your voting instructions as early as possible. You may submit your voting instructions electronically at www.sharevote.co.uk, where you will need your Voting ID, Task ID and Shareholder Reference Number printed on the reverse. Simply follow the on-screen instructions.

Alternatively, you can submit your voting instructions using this Proxy Form. All voting instructions must be received by Equiniti by 9.30am on Wednesday, 23 June 2021.

3. Attendance at the AGM

As set out in the Notice, due to the restrictions on public gatherings at the date of writing the Notice, we would strongly encourage shareholders not to attend the AGM which will take place on Friday, 25 June 2021 at 9.30am in the Heart building of our Welwyn Garden City campus. Instead we would recommend shareholders access the Virtual Shareholder Event on 18 June 2021 at 2.00pm, as detailed above. The AGM will deal only with the formal business of the meeting and to ensure the health and safety of our shareholders, colleagues and AGM support staff, as well as the public, no refreshments, demonstrations, transport facilities to the Heart building or Clubcard vouchers for attending the meeting will be available to shareholders. Guests will also not be permitted to attend.

4. Eligibility to vote

Although those on the register at 6.30pm on 23 June 2021 have the right to attend, speak and vote at the AGM and would ordinarily be invited to attend the meeting, due to the restrictions on public gatherings at the date of writing we would strongly encourage shareholders not to attend the AGM and to instead participate in the Virtual Shareholder Event, as detailed above, and to vote by proxy as early as possible. Changes to the register of members after 6.30pm on 23 June 2021 will be disregarded in determining the rights of any person to attend, speak and vote at the AGM.

5. 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.

6. Vote withheld

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

7. 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.

8. 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.

9. 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.

10. 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.

11. CREST members

CREST members who wish to appoint a proxy may do so by using the CREST electronic proxy instruction service. Please refer to pages 14 and 15 of the Notice for further information.

12. Returning paper Proxy Forms

A pre-paid envelope is enclosed for UK postage only. From outside the UK, IOM 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 separately and they will be pleased to assist you.

13. 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. However, due to the restrictions on public gatherings at the date of writing we would strongly encourage shareholders not to attend the AGM and to instead participate in the Virtual Shareholder Event.

14. 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.