JD Sports Fashion : Proxy form

Attendance Card

JD Sports Fashion Plc

	Notice of availability
	Important - please read carefully
	You can now access the 2022/23 Annual Report
	and Accounts and Notice of 2023 AGM at
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	you may do so in writing to our registrars at:
	Equiniti Limited, Aspect House, Spencer Road,
	Lancing, West Sussex, BN99 6DA
The Annual General Meeting of JD Sports Fashion Plc	Deadline for receipt of Form of Proxy
	Please note the deadline for receiving
	proxy appointments is 9.00am on Friday
	23 June 2023.
	You may submit your proxy appointment
	electronically through our registrar's (Equiniti
	Limited) online portfolio service, Shareview.
	Barcode:
	Shareholder reference number:

JD Sports Fashion Plc - Proxy form for use at the 2023 Annual General Meeting

Please refer to the notes on the reverse of the attendance card before completing the form

Before completing this proxy form, please read the Notice of the 2023 Annual General Meeting, together with the Notes on the reverse of this card.

Shareholder reference number:

I/We being a member / members of JD Sports Fashion Plc (the 'Company') hereby appoint the Chair of the meeting, or

…………………………………………………………… (See Notes 2 to 4)

as my / our proxy to exercise all or any of my / our rights on my / our behalf at the annual general meeting of the Company to be held at the offices of Addleshaw Goddard LLP, One St. Peter's Square, Manchester, M2 3DE at 9.00 am on Tuesday 27 June 2023 (the 'AGM') and at any adjournment.

The number of shares in respect of which my / our proxy is authorised to act (if less than the full voting entitlement) is:……………………………… (See Notes 5 and 6)

 Tick box if this proxy appointment is one of multiple proxy appointments (See Note 6).

I / We direct my / our proxy to vote on the following resolutions as I / we have indicated below by marking the appropriate box with an 'X'. If no indication is given, my / our proxy will vote (or refrain from voting) at his or her discretion and I / we authorise my / our proxy to vote (or refrain from voting) as he or she thinks fit in relation to any other matter which is properly put before the AGM (See Note 7).

Resolutions

Please mark û to indicate how you wish to vote

1. To receive the audited financial statements together with the reports of the directors and the auditors for the year ended 28 January 2023
2. To approve the directors' remuneration report (excluding the summary of the directors' remuneration policy) for the year ended 28 January 2023
3. To declare a final dividend of 0.67 pence per ordinary share
4. To elect Regis Schultz as a director of the Company
5. To re-elect Neil Greenhalgh as a director of the Company
6. To re-elect Andrew Long as a director of the Company
7. To re-elect Kath Smith as a director of the Company
8. To re-elect Bert Hoyt as a director of the Company
9. To re-elect Helen Ashton as a director of the Company
10. To re-elect Mahbobeh Sabetnia as a director of the Company
11. To re-elect Suzi Williams as a director of the Company

For	Against	Withheld	For	Against	Withheld
		12.	To elect Andrew Higginson as a director of the Company
		13.	To elect Ian Dyson as a director of the Company
		14.	To elect Angela Luger as a director of the Company
		15.	To elect Darren Shapland as a director of the Company
		16.	To appoint Deloitte LLP as auditors
		17.	To authorise the audit committee to determine the auditor's
			remuneration
		18.	To authorise the Company and its subsidiaries to make political
			donations and incur political expenditure up to the specified limit
		19.	To authorise the directors to allot shares up to the specified limit

1. To empower the directors generally to dis-applypre-emption rights up to the specified limit (special resolution)
2. To authorise general meetings (other than annual general meetings) to be called on not less than 14 clear days'notice (special resolution)

22. To authorise the Company to make market purchases of its own ordinary shares up to the specified limit (special resolution)

Signature (See Note 8) 

Date 

Once completed, please sign and return this form (together with any relevant authority) to the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing BN99 6DA so as to be received by no later than 9.00 am on Friday 23 June 2023 (See Note 9).

Notes

1. The right of a member of the Company to attend and vote at the AGM will be determined by reference to the Company's register of members. Only those members listed on the register of members as at 6.30pm

on Friday 23 June 2023 (or, if the meeting is adjourned, at 6.30pm on the date two working days before the time fixed for the adjourned meeting) shall be entitled to attend and vote at the AGM (or at such adjourned meeting), in respect of the number of shares registered in their name at that time. In each case, changes to entries on the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the AGM (or at such adjourned meeting). Members who are deemed to be controlling shareholders (as defined in the Financial Conduct Authority's Listing Rules) as at the close of business on Friday 23 June 2023 shall not be entitled to vote in respect of the separate approval of Resolutions 7 to 15 (inclusive) by members who are not controlling shareholders in accordance with LR 9.2.2ER (2) of the Listing Rules.

1. Every eligible member has the right to appoint another person, or two or more persons in respect of different shares held by him or her, as his or her proxy to exercise all or any of his or her rights in relation to the AGM.
2. The Chair of the meeting has been inserted as willing to act as proxy for members unable to attend the AGM in person, but the form may be used for the appointment of any other person (who need not be a member of the Company) by deleting the words 'the Chair of the meeting, or' and inserting the name of the person you wish to appoint as your proxy in the space provided. If you sign and return this proxy form with no name inserted in the space provided, the Chair of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chair of the meeting, you are responsible for ensuring that they attend the AGM and that they are aware of your voting intentions. If you wish for a proxy to make any comments on your behalf at the AGM, you will need to appoint someone other than the Chair of the meeting and give them the relevant instructions directly.
3. If your proxy is being appointed in relation to less than your full voting entitlement, please enter in the space provided the number of shares in relation to which they are authorised to act as your proxy. If this is left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this proxy form has been issued in respect of a designated account for a member, the full voting entitlement for that designated account).

1. To appoint more than one proxy, you should photocopy this proxy form. Please indicate in the space provided, the number of shares in relation to which you authorise your proxy to act. Please also indicate by marking the specified box if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned to the Company's registrars together in the same envelope. If you submit more than one valid proxy appointment in respect of the same share
   or shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
2. Please indicate with an "X" how you wish your proxy to vote on each
   of the proposed resolutions. Full details of the resolutions together with explanatory notes are set out in the Notice of AGM. Unless otherwise instructed, a proxy may vote (or refrain from voting) on any resolution, and in respect of any other business which may properly come before the meeting, at his or her discretion. The "Vote Withheld" option enables you to instruct your proxy not to vote 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.
3. This proxy form must be signed and dated by you (or by your attorney duly authorised in writing). If the member is a corporation, the form must be executed under its seal or signed under the hand of its duly authorised officer or attorney or other person(s) authorised to sign it. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
4. To be valid, this proxy form must be completed in accordance with these instructions, signed and delivered (together with any power of attorney or other authority under which it is signed or a certified copy of such power or authority) to the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing BN99 6DA so as to be received by no later than 9.00am on Friday 23 June 2023.
5. To appoint one or more proxies or to give an instruction to a proxy electronically online or via the CREST system, you should follow the procedures set out in the notes to the Notice of AGM and make the appointment(s) or give the instruction so as to be received at the address and by the time stated in the notes to the Notice of AGM. Any electronic communications sent by the shareholder to the Company or the Company's registrars that is found to contain a computer virus will not be accepted.
6. Appointing a proxy will not prevent you from attending and voting in person at the AGM should you so wish.
7. If you prefer to return the Form of Proxy in an envelope, then please do so using the following address: FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU. A stamp is not required if posted in Great Britain, Channel Islands or Northern Ireland.

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Freepost RTHJ-CLLL-KBKU

Equiniti

Aspect House

Spencer Road

LANCING

BN99 8LU