JD Sports Fashion : Notice of EGM

THIS DOCUMENT IS IMPORTANT AND

REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, or an appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or transferred all of your ordinary shares in JD Sports Fashion Plc, please send this document and any other documents that accompany it as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding, you should retain this document and its enclosures.

JD Sports Fashion Plc

(incorporated in England and Wales under company number 01888425)

NOTICE OF

GENERAL MEETING

Notice of a General Meeting of JD Sports Fashion Plc, to be held at Edinburgh House, Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR on Tuesday 13 December 2022 at 9:00am.

Whether or not you propose to attend the meeting, please complete and submit a proxy appointment in accordance with the notes to the Notice of the General Meeting set out on pages 6 and 7. To be valid, your proxy appointment must be received at the address for delivery specified in the notes by no later than 9.00am on Friday 9 December 2022.

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CONTENTS

	Page
Letter from the Chair of JD Sports Fashion Plc	3
Notice of General Meeting	5
Letter from the Chair of the Remuneration Committee	8
Appendix 1 - Directors' Remuneration Policy	12
Appendix 2 - Details of new employee share plans	27

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LETTER FROM THE CHAIR

Letter from the Chair of JD Sports Fashion Plc to the holders of ordinary shares in JD Sports Fashion Plc (registered in England and Wales with number 01888425)

Directors:

Andrew Thomas Higginson (Chair)

Régis Andre Schultz (Chief Executive Officer)

Neil James Greenhalgh (Chief Financial Officer)

Kathryn Louise Smith (Senior Independent Non-Executive Director)

Hubertus Georg Hoyt (Independent Non-Executive Director)

Helen Jane Ashton (Independent Non-Executive Director)

Mahbobeh Sadat Sabetnia (Independent Non-Executive Director)

Suzi Dorothy Williams (Independent Non-Executive Director)

Andrew Michael Long (Non-Executive Director)

Dear Shareholder

24 November 2022

Notice of General Meeting

I am pleased to be writing to you with details of a General Meeting (the 'GM') of JD Sports Fashion Plc (the 'Company'), which we will be holding at Edinburgh House, Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR on Tuesday 13 December 2022 at 9:00am. The GM relates to the proposed changes to the Directors' Remuneration Policy and approval of the new JD Sports Fashion Plc Long Term Incentive Plan 2022 and the new JD Sports Fashion Plc Deferred Bonus Plan 2022.

The formal notice of GM (the 'Notice') is set out on page 5 of this document and contains the proposed resolutions on which you are invited to vote. Explanatory notes to the business to be considered are set out in the Appendix to this document.

Appointing a proxy

If you are unable to attend the GM, you can still be represented at the meeting by appointing a proxy to act on your behalf and by giving instructions on how you wish your proxy to vote on the proposed resolutions.

Irrespective of whether or not you propose to attend the meeting, we would encourage you to appoint the Chair of the meeting as your proxy. This will ensure that your vote will be counted if ultimately you are (or any proxy you might otherwise appoint is) not able to attend on the day for any reason. If you appoint the Chair of the meeting as your proxy, the Chair will vote in accordance with your instructions. If the Chair is given discretion as to how to vote, they will vote in favour of each of the proposed resolutions set out in the Notice. Appointing a proxy will not prevent you from attending and voting in person if you wish to do so. All proposed resolutions will be put to a vote on a poll. This is in line with practice adopted by many UK public companies.

Details of how to appoint a proxy are set out in the notes to the Notice on pages 6 and 7. To be valid, your proxy appointment form or instruction must be received at the address specified in the notes by no later than 9.00am on Friday 9 December 2022.

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LETTER FROM THE CHAIR CONTINUED

Asking questions

The board recognises the importance of the GM to shareholders and is keen to ensure that you are able to engage with the business of the meeting whether or not you are able to attend.

Shareholders or their appointed proxies who attend the GM on the day will be able to ask questions on the business of the meeting. All shareholders (irrespective of whether or not they propose to attend the GM) are also invited to ask their questions on the business of the meeting in advance by sending an email to [e-mail]. Shareholders wishing to receive a response to a question in advance of the proxy voting deadline for the GM should submit their questions by email by no later than 5.00pm on Friday 9 December 2022.

Recommendation

The board of directors considers that the proposed resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole and unanimously recommends shareholders to vote in favour of them as the directors intend to do in respect of their own beneficial shareholdings (save in respect of those resolutions in which they are interested).

Yours faithfully

Andrew Higginson

Chair

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JD SPORTS FASHION PLC

Notice of General Meeting

Notice is hereby given that a General Meeting of the members of JD Sports Fashion Plc (the 'Company') will be held at Edinburgh House, Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR on Tuesday 13 December 2022 at 9:00am for the purposes set out below.

The below resolutions will be proposed as ordinary resolutions:

1. To approve the Directors' Remuneration Policy, as set out in the Appendix to this Notice (subject to such minor amendments as the Remuneration Committee of the Company may consider necessary or desirable), and to authorise the Directors of the Company to do all acts necessary to put this resolution into effect.
2. To approve the establishment of the JD Sports Fashion Plc Long Term Incentive Plan 2022 (the 'LTIP'), a summary of the key terms of which is set out in the Appendix to this Notice, and to authorise the Directors of the Company to do all acts necessary to put this resolution into effect.
3. To approve the establishment of the JD Sports Fashion Plc Deferred Bonus Plan 2022 (the 'DBP'), a summary of the key terms of which is set out in the Appendix to this Notice, and to authorise the Directors of the Company to do all acts necessary to put this resolution into effect.

Registered office:	By order of the Board
JD Sports Fashion Plc	Andrew Higginson
Edinburgh House	Chair
Hollinsbrook Way	24 November 2022
Pilsworth
Bury
Lancashire BL9 8RR

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