Tesco : Notice of Annual General Meeting 2023

Notice of Annual

General Meeting 2023.

Tesco PLC, Heart building, Shire Park, Welwyn Garden City, Herts, AL7 1TW

Friday, 16 June 2023 at 11.30am

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action to take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional advisor authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial advisor. If you have sold or transferred all of your shares in Tesco PLC, please send this document as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Chair's letter.

Online voting is, however, quicker and more secure than paper voting, and saves Tesco time and resources in processing the votes. You can vote online by scanning this QR code:

Dear Shareholder

I look forward to welcoming you to the Tesco PLC 2023 Annual General Meeting (AGM). This year's AGM will be held on Friday, 16 June 2023 at 11.30am in the Heart building on our Welwyn Garden City campus.

Details of how to get to the venue are set out on page 12. To assist with your journey, we will provide shuttle buses between Welwyn Garden City railway station and the Heart building from 10.15am. Parking will also be available for those shareholders travelling by car. A light lunch will be made available to shareholders from approximately 1.00pm, after the formal meeting.

If you are unable to attend in person, you will be able to watch the AGM via a live webcast. Details on how you can access the webcast facility are set out on page 15 of the Additional information section.

This Notice of Meeting (Notice) describes the business that will be proposed at the AGM and sets out the procedures for your participation and voting. The official business of the AGM is set out on pages 3 and 4. The AGM is a significant event and your participation is important to us. It provides a valuable opportunity for the Board to consider with shareholders the performance of the Group in 2022/23 and the early part of 2023/24, as well as to engage with shareholders. Please note that only shareholders, proxy holders and corporate representatives participating in the AGM will be eligible to ask questions during the AGM.

You can also submit a question in advance of the AGM. Please email your question to [e-mail] by 11.30am on Wednesday, 14 June 2023. Questions submitted in advance which are of common interest will be published on the Company's website at www.tescoplc.com/AGM2023 and will be available on the website until Monday, 17 July 2023.

Voting

Your vote is important to us and you are encouraged to vote either in advance of the AGM or on the day in person. If you will not be attending the AGM, please vote your shares by appointing a proxy. Details of how to submit your proxy instructions are set out on pages 13 and 14.

In line with our previous practice, we will not be sending out paper proxy forms by default. This reflects the increasing popularity of electronic communications and further reduces our environmental impact. You can still request a paper proxy form if you prefer by contacting Equiniti and further details are outlined on page 13.

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Board changes

In October 2022, we welcomed Caroline Silver to the Board. Caroline has undertaken a tailored induction programme to better understand the business and she will stand for election at the forthcoming AGM. Her biographical details, along with those of the other Directors seeking re-election, are detailed in this Notice and on pages 51 to 54 of the Annual Report and Financial Statements 2023. In September 2023, we look forward to welcoming Dame Carolyn Fairbairn as an independent Non-executive Director. Both Caroline and Carolyn bring a wealth of knowledge and experience across a number of commercial, financial, international and governance roles which will bolster the Board in supporting the delivery of the Group's strategic priorities.

As announced in February 2023, Lindsey Pownall will step down from the Board at the conclusion of the AGM. I would like to thank Lindsey for her wise counsel, excellent insights and invaluable contributions to Tesco over many years and I wish her well for the future. Stewart Gilliland will succeed Lindsey as Sustainability Committee Chair.

Dividend

The Board's intention is to pay a progressive dividend each year, broadly targeting a payout of around 50% of earnings. In line with this policy, and given the strong financial performance of the business and the Board's confidence in ongoing cash generation, the Board is recommending a final dividend of 7.05 pence per share. This makes the total dividend for the year 10.90 pence per share, including the payment of an interim dividend of 3.85 pence per share in November 2022. If approved, the final dividend will be paid to shareholders on the register of members at the close of business 12 May 2023. Resolution 3 seeks shareholder approval of the final dividend.

As a responsible business, Tesco is committed to reducing its carbon footprint across all business activities. As previously announced, we will no longer be paying dividends by cheque. To continue to receive dividends, you will need to provide your bank or building society account details to Equiniti, so that dividend payments and any other money payable to you in connection with your shares can be made by direct credit.

Recommendation

Your Directors are unanimously of the opinion that all of the resolutions set out in this Notice are in the best interests of both Tesco PLC and its shareholders as a whole. Accordingly, the Directors recommend that you vote in favour of all resolutions, as they intend to do in respect of their own holdings. The results of the AGM will be announced via the London Stock Exchange Regulatory News Services and will be published on our website www.tescoplc.com as soon as practicable after the conclusion of the AGM.

I look forward to meeting you in person at the forthcoming AGM.

John Allan CBE

Chair

3 May 2023

Notice of meeting.

Notice is hereby given that the 2023 Annual General Meeting (the AGM) of Tesco PLC (the Company) will be held at Tesco PLC, Heart building, Shire Park, Welwyn Garden City, Herts, AL7 1TW on Friday, 16 June 2023 at 11.30am to consider and, if thought fit, pass the following resolutions.

Resolutions 19 to 22 will be proposed as special resolutions, with the remainder being proposed as ordinary resolutions.

1. Report and accounts
   To receive the audited accounts for the financial year ended 25 February 2023, together with the strategic report, directors' report and auditor's report on those accounts.
2. Directors' remuneration report
   To approve the Directors' remuneration report set out on pages 77 to 101 of the Annual Report and Financial Statements for the year ended 25 February 2023.
3. Final dividend
   To declare a final dividend of 7.05 pence per share for the year ended 25 February 2023, as recommended by the Directors.
4. Election as a Director
   To elect Caroline Silver as a Director.

To re-elect as Directors by separate resolutions each of:

5.	John Allan	6.	Melissa Bethell
7.	Bertrand Bodson	8.	Thierry Garnier
9.	Stewart Gilliland	10.	Byron Grote
11.	Ken Murphy	12.	Imran Nawaz
13.	Alison Platt	14.	Karen Whitworth

1. Reappointment of auditor
   To reappoint Deloitte LLP as auditor of the Company, from the conclusion of the meeting until the conclusion of the next general meeting before which accounts are laid.
2. Auditor's remuneration
   To authorise the Audit Committee, on behalf of the Board, to set the auditor's remuneration.
3. Political donations
   That, in accordance with section 366 of the Companies Act 2006 (the Act), the Company and any company which is, or becomes, a subsidiary of the Company at any time during the period for which this resolution has effect, be authorised to:
4. 1. make donations to political parties and/or independent election candidates not exceeding £100,000;
   2. make political donations to political organisations, other than political parties, not exceeding £100,000; and
   3. incur political expenditure not exceeding £100,000,

as such terms are defined in Part 14 of the Act during the period beginning on the date of the passing of this resolution and ending on the date of the next annual general meeting of the Company, provided that the aggregate of all expenditure under paragraphs (a), (b) and (c) shall not exceed £100,000 in total.

18. Authority to allot shares

That, in place of the equivalent authority given to the Directors at the last annual general meeting of the Company (but without prejudice to the continuing authority of the Directors to allot equity securities pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made), the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the Act) to allot:

1. shares of 61/3 pence each in the capital of the Company (Shares) or to grant rights to subscribe for, or to convert any securities into Shares in the Company up to a maximum aggregate nominal amount of £154,460,314; and, in addition,
2. equity securities (as defined in section 560 of the Act) of the Company up to an aggregate nominal amount of £154,460,314 in connection with an offer of such securities by way of a rights issue,

provided that this authority shall expire at the end of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require rights to subscribe for or to convert any securities into Shares to be granted or equity securities to be allotted after such expiry and the Directors may allot equity securities or grant such rights under any such offer or agreement as if the authority conferred by this resolution had not expired.

'rights issue' means an offer of equity securities to:

1. holders of Shares on the register on a record date fixed by the Directors in proportion (as nearly as may be practicable) to their existing holdings; and
2. holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any treasury shares, fractional entitlements or legal or practical issues arising under the laws of or the requirements of any recognised regulatory body or any stock exchange in any territory.

19. Disapplication of pre-emption rights

That, subject to the passing of resolution 18, the Directors be empowered pursuant to section 570 of the Companies Act 2006 (the Act) to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority given by resolution 18 and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Act, in each case as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited:

1. to the allotment and/or sale of equity securities in connection with an offer of such securities by way of a rights issue (as defined in resolution 18); and
2. to the allotment and/or sale (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of £23,169,047,

such authority to expire at the end of the next annual general meeting of the Company save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry, and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Tesco PLC Notice of Annual General Meeting 2023

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Notice of meeting continued

20. Disapplication of pre-emption rights for acquisitions and other capital investment

That, subject to the passing of resolution 18, the Directors be empowered pursuant to section 570 of the Companies Act 2006 (the Act) in addition to any authority granted under resolution 19, to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority given by resolution 18 and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Act, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be:

1. limited to the allotment and/or sale of equity securities up to an aggregate nominal value of £23,169,047; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2015,

such authority to expire at the end of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

21. Purchase of own shares

That, the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006 (the Act)) of shares of 61/3 pence each in the capital of the Company (Shares) on such terms as the Directors think fit, provided that:

1. the maximum number of Shares which may be purchased is 731,654,119;
2. the minimum price, exclusive of any expenses, which may be paid for each Share is 61/3 pence;
3. the maximum price, exclusive of any expenses, which may be paid for each Share is an amount equal to the higher of:
4. 1. 105% of the average of the middle market quotations of a Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Share is contracted to be purchased; and
   2. the amount equal to the higher of the price of the last independent trade of a Share and the highest current independent bid for a Share on the trading venue where the purchase is carried out; and
5. this authority will expire at the end of the next annual general meeting of the Company, except in relation to the purchase of Shares under this authority the contracts for which are made before the expiry of this authority and which are executed wholly or partly thereafter.

22. General meetings

That, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board

Robert Welch

Group Company Secretary

3 May 2023

Registered office

Tesco House

Shire Park

Kestrel Way

Welwyn Garden City

AL7 1GA

Registered in England and Wales: 00445790

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Notes to the resolutions.

Resolutions 1 to 18 are proposed as ordinary resolutions, which must each receive more than 50% of the votes cast to be passed. Resolutions 19 to 22 are proposed as special resolutions, which must each receive at least 75% of the votes cast to be passed.

1. Report and accounts

The Directors are required to present the Annual Report and Financial Statements for the year ended 25 February 2023 to the meeting. The Annual Report and Financial Statements 2023 is available at www.tescoplc.com/ar2023. A printed copy has been sent to those shareholders who have requested this.

2. Directors' remuneration report

This resolution seeks shareholder approval of the Directors' remuneration report for the year ended 25 February 2023 as set out on pages 77 to 101 of the Annual Report and Financial Statements 2023. The vote is advisory.

3. Final dividend

This resolution is to approve a final dividend of 7.05 pence per share for the year ended 25 February 2023. If approved, the final dividend will be paid on 23 June 2023 to shareholders on the register of members at close of business on 12 May 2023.

4 - 14. Election and re-election of directors

Caroline Silver will stand for election at this year's AGM following her appointment to the Board on 1 October 2022. In accordance with the Company's articles of association, all Directors are required to retire and stand for re-election at the AGM. In accordance with this requirement, John Allan, Melissa Bethell, Bertrand Bodson, Thierry Garnier, Stewart Gilliland, Byron Grote, Ken Murphy, Imran Nawaz, Alison Platt and Karen Whitworth will retire and offer themselves for re-election. Lindsey Pownall will stand down from the Board at the conclusion of the AGM and will not offer herself for re-election.

Biographical details of the Director standing for election or re-election, together with the contribution that they bring to the Board, are set out in this Notice of Meeting and on pages 51 to 54 of the Annual Report and Financial Statements 2023.

The Nominations and Governance Committee identifies, evaluates and recommends to the Board candidates for appointment and reappointment as Directors. Appointments are made on merit and candidates are considered against objective criteria, having regard to the benefits of the diversity of the Board. The Committee keeps diversity, mix of skills, experience and knowledge of the Board under review and seeks to ensure an orderly succession of Directors. The formal annual evaluation of each Director, and the outside directorships and broader commitments of the Non-executive Directors, including time commitments, are also monitored by the Committee.

The Nominations and Governance Committee has reviewed the independence of each Non-executive Director and determined that they are all independent in character and judgement and there are no relationships or circumstances which are likely to affect the judgement of any of the Non-executive Directors.

The Non-executive Chair was considered independent upon appointment.

Following the internal 2022/23 Board evaluation process, the Board believes that the oversight the Non-executive Directors provide is balanced, contributing a broad range of skills, diverse experience and knowledge, demonstrating independence and constructive challenge. The Board considers each Director to be effective and committed to their role. Further, notwithstanding their external appointments, the Board is satisfied that each Non-executive Director is able to commit sufficient and appropriate time to their Board responsibilities. Following the significant vote against the re-election of Bertrand Bodson at the 2022 AGM, Tesco further consulted with major shareholders to understand their concerns, which related to his overall commitments. In responding to these concerns, Bertrand Bodson has taken the decision to step down as a member of the Supervisory Board of Wolters Kluwer N.V. at the end of his current term on 10 May 2023.

15 - 16. Reappointment of auditor and remuneration of auditor

At each meeting at which the Company's accounts are presented to its members, the Company is required to appoint auditors to serve until the next such meeting.

The Audit Committee has assessed the effectiveness, independence, objectivity, appropriate mindset and professional scepticism of the external auditor, Deloitte LLP, and concluded that the external auditor was in all respects effective. Deloitte LLP have indicated their willingness to continue in office as auditor of the Company until the conclusion of the next annual general meeting at which accounts are laid before the Company. Deloitte LLP was first appointed at the 2015 AGM following a formal tender process. Further details on how the Audit Committee assessed the auditor prior to recommending them for reappointment can be found on page 76 of the Annual Report and Financial Statements 2023. Resolution 16 gives authority to the Audit Committee to set the auditor's remuneration. Details of the remuneration paid to Deloitte LLP in 2022/23 can be found in Note 3 to the Annual Report and Financial Statements 2023.

17. Political donations

The Company's policy is that it does not, directly or through any subsidiary, make what are commonly regarded as donations to any political party. The authorities being requested from shareholders are not designed to change this. However, the Companies Act 2006 (the Act) defines political donations very broadly and, as a result, covers activities that form part of normal relationships and which are accepted as a way of engaging with stakeholders and opinion formers to ensure that companies' issues and concerns are considered and addressed. Activities of this nature are not designed to support any political party or to influence public support for a particular party and would not be thought of as political donations in the ordinary sense of those words.

The resolution, if passed, will renew the Directors' authority until the conclusion of the annual general meeting of the Company in 2024 to make donations and incur expenditure which might otherwise be caught by the terms of the Act, up to an aggregate amount of £100,000 for the Company and for subsidiary companies.

In the financial year ended 25 February 2023, the Company and its subsidiaries did not incur any expenditure pursuant to equivalent authorities.

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