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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

  • +
f 0222-0222
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.
My voting instructions are:
Resolution
For Against Vote
Withheld
Indicate vote by marking an X in black ink
Resolution
For Against Vote
Withheld
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.
6. To re-elect Melissa Bethell as a Director. 18. To authorise political donations by the
Company and its subsidiaries.
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.*
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.*
10. To re-elect Stewart Gilliland as a Director. 22. To authorise the Company to purchase its
own shares.*
11. To re-elect Gerry Murphy as a Director. 23. To authorise a 14-day notice period for
general meetings.*
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