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Tesco PLC — Proxy Solicitation & Information Statement 2025
May 8, 2025
4605_agm-r_2025-05-08_4f99f107-ca35-40ca-b93f-5609309c4d18.pdf
Proxy Solicitation & Information Statement
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Annual General Meeting 2025 (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.
VOTE ONLINE AT WWW.SHAREVIEW.CO.UK
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| f | 0222-0222 | |||||||||
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| VOTE ONLINE AT WWW.SHAREVIEW.CO.UK | Shareholder Reference No. | |||||||||
| o Once completed, please return this proxy form to our Registrar, Equiniti Limited (Equiniti), 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 11.30am on Tuesday, 10 June 2025. Guidance notes are set out overleaf and o in the Notice of Annual General Meeting 2025 (Notice) on pages 13 and 14. |
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| My voting instructions are: Resolution |
For | Against | Vote Withheld |
Indicate vote by marking an X in black ink Resolution |
For | Against | Vote Withheld |
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| 1. | To receive the report and accounts. | 13. | To re-elect Imran Nawaz as a Director. | |||||||
| 2. | To approve the Directors' remuneration policy. |
14. | To re-elect Caroline Silver as a Director. | |||||||
| 3. | To approve the Directors' remuneration report. |
r | 15. | To re-elect Karen Whitworth as a Director. | ||||||
| 4. | To declare a final dividend. | 16. | To reappoint the auditor. | |||||||
| 5. | To elect Chris Kennedy as a Director. | 17. | To authorise the Audit Committee to set the auditor's remuneration. |
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| 6. | To re-elect Melissa Bethell as a Director. | 18. | To authorise political donations by the Company and its subsidiaries. |
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| 7. | To re-elect Bertrand Bodson as a Director. | 19. | To authorise the Directors to allot shares. | |||||||
| 8. | To re-elect Carolyn Fairbairn as a Director. | 20. | To authorise the Directors to disapply pre-emption rights.* |
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| 9. | P To re-elect Thierry Garnier as a Director. |
21. | To authorise the Directors to disapply pre-emption rights for acquisitions and other capital investment.* |
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| 10. | To re-elect Stewart Gilliland as a Director. | 22. | To authorise the Company to purchase its own shares.* |
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| 11. | To re-elect Gerry Murphy as a Director. | 23. | To authorise a 14-day notice period for general meetings.* |
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| 12. | To re-elect Ken Murphy as a Director. | |||||||||
| * Special resolution |
Signing Declation
I/we being a shareholder(s) of the Company hereby appoint the Chair of the Meeting, or
Please tick here if this proxy appointment is one of multiple appointments (see note 5) Number of shares
(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 Thursday, 12 June 2025 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