Tesco : Notice of Annual General Meeting 2024

Notice of Annual General Meeting 2024.

The 2024 Annual General Meeting of Tesco PLC will be held at 11.30am

on Friday, 14 June 2024 at Tesco PLC, Heart building,

Shire Park, Welwyn Garden City, AL7 1TW.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

When considering what action you should take, you are recommended to seek your own personal advice

immediately from your stockbroker, bank manager, solicitor, accountant or other professional advisor authorised

under the Financial Services and Markets Act 2000 or, if you reside outside the United Kingdom, 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.

Hello.

Contents

Find out more

Key information	02
Letter from the Chair	03
Notice of meeting	04
Notes to the resolutions	06
Board of Directors	08
Attending the meeting	11
Voting	12
Asking questions	13
Managing your shareholding	14
Other information	15

Our corporate website is the principal means we use to communicate with our shareholders.

To view the documents referenced in this Notice of AGM, including the Annual Report and Financial Statements 2024, scan the QR code below or visit: www.tescoplc.com/investors/shareholder-centre

Key information

Registering your voting instructions	To register online, scan the QR
Submit by 11.30am on Wednesday, 12 June 2024.	code or visit www.shareview.co.uk.
For full details on how you can
	register your voting instructions,
	please see pages 12 to 13.
Voting via CREST and Proxymity	Visit either www.euroclear.com or www.proximity.io
Submit by 11.30am on Wednesday, 12 June 2024.	For full details on how you can vote via CREST and
Proxymity, please see pages 12 to 13.
Submitting questions via email	Email us at: [e-mail].
Pre-register your questions from now until	For full details on how you can attend, vote and ask
questions, please see pages 11 to 13.
11.30am on Wednesday, 12 June 2024.
Attending the meeting	Registration for those attending in person will
The meeting will be held at Tesco PLC, Heart	commence at 10.30am. For full details on how you can
attend the AGM, please see page 11. Alternatively, you
building, Shire Park, Welwyn Garden City, AL7 1TW	can watch the live webcast from 11.30am via
www.tescoplc.com/AGM2024.
on Friday, 14 June 2024 at 11.30am.

Tesco PLC Notice of Annual General Meeting 2024

03.

Letter from the Chair.

Gerry Murphy,

Chair

Dear Shareholder

I am pleased to invite you to the Tesco PLC 2024 Annual General Meeting (AGM). This will be my first Tesco AGM as Chair, having been appointed to the Board in September 2023, and I look forward to welcoming you to the meeting. This year's AGM will be held on Friday, 14 June 2024 at 11.30am in the Heart building on our Welwyn Garden City campus.

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 4 and 5. The AGM is a significant event and your participation is important to us. It provides a valuable opportunity for the Board to share our insights on the performance of the Group since the last AGM, as well as to engage with shareholders.

Shareholders may attend the AGM in person or watch the live webcast online. Information on both options is provided on page 11.

Voting

We encourage all shareholders to vote online in advance of the AGM, regardless of whether or not you attend the AGM in person or watch the live webcast. Our share registrar, Equiniti, must receive your voting instructions by 11.30am on Wednesday, 12 June 2024 at the latest to ensure that your votes are counted. Please note that only shareholders, proxies and corporate representatives attending the AGM in person will be eligible to ask questions and vote during the meeting.

For further details see pages 12 and 13.

Asking a question

The views of our shareholders are important to the Board and we look forward to your questions on the business of the meeting. We recommend that you pre-register your questions in advance of the AGM.

For further details see page 13.

Board changes

In September 2023, we welcomed Dame Carolyn Fairbairn to the Board. As this is her first AGM, she, like me, will be standing for election. We will also say goodbye to Byron Grote, who having served nine years on the Board, will be stepping down from the Board at the conclusion of the AGM. Byron has been a valued member of the Board, including roles as Senior Independent Director (SID) and Audit

Committee Chair. I am pleased that Carolyn Fairbairn will take on the role of SID and Karen Whitworth the role of Audit Committee Chair, both from the conclusion of the AGM.

The biographical details of all the Directors seeking election and re-election are detailed in this Notice and on pages 52 to 54 of the Annual Report and Financial Statements 2024.

Special resolutions

In line with current market practice, to take account of updates to guidelines issued by the Investment Association and the Pre-emption Group, we have taken the opportunity to update our standard authorities to allot shares and to disapply pre-emption rights this year. The Board has no current intention to exercise these authorities and our ongoing share buyback programme, together with our strong cash generation and robust financial position, reflects the Board's confidence in the future prospects of the Company. However, the Directors consider these updates to be appropriate in order to allow the Company the maximum flexibility to respond to market developments and to finance business opportunities should they arise.

For further details see pages 4 to 7.

Recommendation

Your Directors believe that all 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 unanimously 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 a regulatory information service and published on our website www.tescoplc.com as soon as practicable after the conclusion of the AGM.

Gerry Murphy

Chair

3 May 2024

04.	Tesco PLC Notice of Annual General Meeting 2024

Notice of meeting.

Notice is hereby given that the 2024 Annual General Meeting (the AGM) of Tesco PLC (the Company) will be held at Tesco PLC, Heart building, Shire Park, Welwyn Garden City, AL7 1TW on Friday, 14 June 2024 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 24 February 2024, 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 90 to 114 of the Annual Report and Financial Statements for the year ended 24 February 2024.

3. Final dividend

To declare a final dividend of 8.25 pence per share for the year ended 24 February 2024, as recommended by the Directors.

Election and re-election of directors

To elect as Directors by separate resolutions each of:

1. Dame Carolyn Fairbairn
2. Dr Gerry Murphy

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

1. Melissa Bethell
2. Bertrand Bodson
3. Thierry Garnier
4. Stewart Gilliland
5. Ken Murphy
6. Imran Nawaz
7. Alison Platt
8. Caroline Silver
9. Karen Whitworth
10. 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.
11. Auditor's remuneration
    To authorise the Audit Committee, on behalf of the Board, to set the auditor's remuneration.

17. 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:

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 6⅓ 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 £148,599,627; and, in addition,
2. equity securities (as defined in section 560 of the Act) of the Company up to an aggregate nominal amount of £148,599,627 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);

1. to the allotment and/or sale (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of £44,579,888; and
2. when any allotment and/or sale of equity securities is or has been made pursuant to paragraph 19(b) (a paragraph 19(b) allotment), to the allotment and/or sale of additional equity securities up to an aggregate nominal amount equal to 20% of the nominal value of that paragraph 19(b) allotment provided that any allotment and/or sale pursuant to this paragraph 19(c) is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of the annual general meeting,

such authorities to expire at the end of the next annual general meeting of the Company after the date on which this resolution is passed, 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.

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 limited:

1. to the allotment and/or sale of equity securities up to an aggregate nominal value of £44,579,888, provided that the allotment and/or sale is used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months of the original transaction) a transaction which the Directors determine to be an acquisition or other specified capital investment of
   a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2022, being the most recent Statement of Principles published by the Pre-Emption Group prior to the date of the notice of the annual general meeting; and
2. when any allotment of equity securities is or has been made pursuant to paragraph 20(a) (a paragraph 20(a) allotment), to the allotment and/or sale of equity securities up to an aggregate nominal value equal to 20% of the nominal value of that paragraph 20(a) allotment, provided that any allotment and/or sale is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of the annual general meeting,

such authorities to expire at the end of the next annual general meeting of the Company after the date on which this resolution is passed, 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 2024

05.

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 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 703,892,974;
2. the minimum price, exclusive of any expenses, which may be paid for each Share is 61 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 2024

Registered office

Tesco House

Shire Park

Kestrel Way

Welwyn Garden City

AL7 1GA

Registered in England and Wales: 00445790

06.	Tesco PLC Notice of Annual General Meeting 2024

Notes to the resolutions.

judgement of any of the Non-executive Directors. The Non- executive Chair was considered independent upon appointment.

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 and Committee responsibilities.

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 24 February 2024 to the meeting. The Annual Report and Financial Statements 2024 is available at www.tescoplc.com/ar2024. 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 24 February 2024 as set out on pages 90 to 114 of the Annual Report and Financial Statements 2024. The vote on this resolution is advisory.

3. Final dividend

This resolution is to approve a final dividend of 8.25 pence per share for the year ended 24 February 2024. If approved, the final dividend will be paid on 28 June 2024 to shareholders on the register of members at close of business on 17 May 2024.

4. - 14. Election and re-election of directors

All the Directors of the Company are required to retire and offer themselves for re-election at each AGM. In accordance with this requirement, Melissa Bethell, Bertrand Bodson, Thierry Garnier, Stewart Gilliland, Ken Murphy, Imran Nawaz, Alison Platt, Caroline Silver and Karen Whitworth will retire and offer themselves

for re-election.

Carolyn Fairbairn and Gerry Murphy offer themselves for election as Directors, having being appointed to the Board since the last AGM. Byron Grote, having been appointed to the Board for nine years, will step down from the Board at the conclusion of the AGM, and will therefore not be seeking 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 and on pages 52 to 54 of the Annual Report and Financial Statements 2024.

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 Nominations and Governance 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 Nominations and Governance 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

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 annual general meeting. The Audit Committee oversees the relationship with the auditor. The Audit Committee is also responsible for the auditor selection process and for making recommendations to the Board regarding the appointment and reappointment of the auditor by shareholders at the AGM.

In accordance with the Statutory Audit Services Order 2014, the Audit Committee conducted a competitive tender exercise during the year. The Board approved the Audit Committee's recommendation that Deloitte LLP continue as auditors for the Company. 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.

Further details of the work covered by the Audit Committee in respect of the external audit, including more details on the audit tender process undertaken, are set out on pages 82 to 89 of the Annual Report and Financial Statements 2024.

Resolution 16 gives authority to the Audit Committee to set the auditor's remuneration. Details of the remuneration paid to Deloitte LLP in 2023/24 can be found in Note 3 to the Annual Report and Financial Statements 2024.

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 2025 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 24 February 2024, the Company and its subsidiaries did not incur any expenditure pursuant to equivalent authorities.

18. Renewal of Board's authority to allot shares

The purpose of this resolution is to renew the Directors' power to allot new Shares in the Company:

1. up to an aggregate nominal value of £148,599,627, which is approximately one-third of the Company's issued share capital as at 5.00pm on 1 May 2024 (being the latest practicable date prior to the publication of this document); and
2. up to a further aggregate nominal amount of £148,599,627 in connection with a rights issue.

In total, the resolution will allow the Directors to allot a maximum aggregate of two-thirds of the issued share capital of the Company. The Share Capital Management Guidelines published by The Investment Association consider this to be a routine authority.

As at 5.00pm on 1 May 2024, being the latest practicable date prior to the publication of this document, the Company does not hold any treasury shares.

There are no current plans to allot shares.

If this resolution is passed, this authority will expire at the conclusion of the annual general meeting of the Company in 2025.

19. Disapplication of pre-emption rights

The purpose of this resolution is to authorise the Directors (subject to the passing of resolution 18) to allot new shares of the Company and to sell treasury shares for cash without having to offer such shares to existing shareholders:

1. in connection with a rights issue (as defined in resolution 18); or
2. up to a nominal value of £44,579,888, which is approximately 10% of the Company's issued share capital as at 5.00pm on 1 May 2024 (being the latest practicable date prior to the publication of this document); or
3. for the purposes of a follow-on offer when an allotment of shares has been made under paragraph (b) above. It is limited to the allotment of shares having an aggregate nominal value of up to 20% of the nominal value of any shares allotted under paragraph (b) above. The follow-on offer must be determined by the Directors to be of a kind contemplated by the Pre-Emption Group's 2022 Statement of Principles.

The Pre-Emption Group published a revised Statement of Principles on Disapplying Pre-Emption Rights in November 2022. This resolution seeks authority from shareholders in line with the 2022 Statement of Principles. The Directors confirm they will follow the shareholder protections in section 2B and the expected features of a follow-on offer in paragraph 3 of section 2B of the PreEmption Group's 2022 Statement of Principles.

The authority sought, and the limits set by this resolution, will also apply to any sale or transfer of treasury shares. Your Directors consider it prudent to have the flexibility to buy back shares into treasury and subsequently to sell or to transfer them, if appropriate. This will enable them to act on short notice in appropriate circumstances if that is in the best interests of the Company.

If this resolution is passed, this authority will expire at the conclusion of the annual general meeting of the Company in 2025.

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

The purpose of this resolution is to authorise the Directors to allot additional shares for cash and/or sell treasury shares without having to offer such shares to existing shareholders:

1. up to a nominal value of £44,579,888, which is approximately 10% of the Company's issued share capital as at 5.00pm on 1 May 2024 (being the latest practicable date prior to the publication of this document), in connection with the financing (or refinancing, if the waiver is used within 12 months of the original transaction) of a transaction which the Directors determine to be an acquisition or specified capital investment of a kind contemplated by the Pre-Emption Group's 2022 Statement of Principles; or
2. for the purposes of a follow-on offer when an allotment of shares has been made under paragraph (a) above. It is limited to the allotment of shares having an aggregate nominal value of up to 20% of the nominal value of any shares allotted under paragraph (a) above. The follow on must be determined by the Directors to be of a kind contemplated by the Pre-Emption Group's 2022 Statement of Principles.

This additional disapplication resolution seeks authority from shareholders in line with the Pre-Emption Group's 2022 Statement of Principles. The Directors confirm that they will follow the shareholder protections in section 2B and the expected features of a follow-on offer in paragraph 3 of section 2B of the PreEmption Group's 2022 Statement of Principles.

The authority sought and the limits set by this resolution will also apply to any sale or transfer of treasury shares. Your Directors consider it prudent to have the flexibility to buy back shares into treasury and subsequently to sell or to transfer them,

if appropriate. This will enable them to act on short notice in appropriate circumstances if that is in the best interests of the Company.

Tesco PLC Notice of Annual General Meeting 2024

07.

Together with resolution 19 (if passed) this would give the Directors the authority to allot shares for cash and/or sell treasury shares of up to 24% of the issued share capital of the Company, on a non pre-emptive basis.

If this resolution is passed, this authority will expire at the conclusion of the annual general meeting of the Company in 2025.

21. Purchase of own shares

Consistent with previous years practice, the Directors are seeking authority to make limited market purchases of shares of 6⅓ pence each in the capital of the Company (Shares). This power is limited to 703,892,974 Shares, being just under 10% of the Company's issued share capital as at 5.00pm on 1 May 2024 (being the latest practicable date prior to the publication of this document), and specifies the minimum and maximum prices at which the Shares may be bought.

The Directors confirm that they will exercise the buyback authority only when, in light of the prevailing market conditions, they consider such purchases would result in an increase in earnings per share and would be in the best interests of shareholders generally.

Any Shares purchased would be effected by a purchase in the market and may either be cancelled, thereby reducing the number of Shares in issue, or held as treasury shares, which may then be cancelled, sold for cash or used to meet the Company's obligations under its employee share schemes.

As at 5.00pm on 1 May 2024 (being the latest practicable date prior to the publication of this document), the total number of options to subscribe for Shares in the Company was 172 million (approximately 2.4% of the Company's issued share capital and approximately 2.7% of the Company's issued share capital if the full authority proposed by this resolution 21 was used and the Shares purchased were cancelled).

The Company had bought back and cancelled 279,410,755 Shares, representing 4% of the issued share capital of the Company as at 24 February 2024, for a total consideration of approximately £752m. The Company operated a share buyback and cancellation programme in order to reduce the issued share capital of the Company. As announced on 10 April 2024, the Company committed to buy back £1bn worth of shares over the next 12 months. This includes £250m of share buybacks funded by the special dividend received from Tesco Bank in August 2023. This will be carried out by the Company using the authority to purchase its own shares

as approved by shareholders at the 2023 AGM, and the authority under this resolution 21 is sought to enable the Company to complete this programme and commence any further tranches as may be announced in due course.

If this resolution is passed, this authority will expire at the conclusion of the annual general meeting of the Company in 2025.

22. General meetings

Under the Companies Act 2006, listed companies must call general meetings (other than an annual general meeting) on at least 21 clear days' notice unless the company:

1. has obtained shareholder approval for the holding of general meetings on 14 clear days' notice by passing an appropriate resolution at its most recent annual general meeting; and
2. offers the facility for shareholders to vote by electronic means accessible to all shareholders.

To enable the Company to utilise the shorter notice period of

14 days for calling such general meetings, shareholders are asked to approve this resolution. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. If this resolution is passed, this authority will expire at the conclusion of the annual general meeting of the Company in 2025.

08.	Tesco PLC Notice of Annual General Meeting 2024

Board of Directors.

Chair

Dr Gerry Murphy.

Appointed September 2023

Skills, experience and competences

Gerry has extensive global leadership experience through both executive and non-executive roles. His executive career was spent in retail and other customer-focused businesses in senior leadership and commercial roles. His significant business and board level experience and deep understanding of corporate governance, enable him to provide the Board with valuable leadership in the delivery of the Group's strategic objectives.

External appointments

Current:

• Chair: Burberry Group plc
• Senior advisor: Perella Weinberg Partners

Past:

• Chair: The Blackstone Group International Partners LLP and Tate & Lyle PLC
• Non-executivedirector: Intertrust N.V., British American Tobacco plc, Merlin Entertainment plc, Reckitt Benckiser plc, Abbey National plc, Novar plc
• CEO: Greencore Group plc, Exel plc, Carlton Communications plc (now ITV plc) and Kingfisher plc

Committee membership

• Nominations and Governance Committee (Chair)

Group Chief Executive

Ken

Murphy.

Appointed

October 2020

Skills, experience and competences

Ken is a growth-orientated business leader with strong commercial, marketing and brand experience within retail and wholesale businesses. He has experience in global product brand management, product development, sales and marketing, sourcing, manufacturing and distribution.

External appointments

Current:

- None

Past:

• Executive vice president, chief commercial officer and president of global brands: Walgreens Boots Alliance
• Various roles: Proctor & Gamble and Coopers & Lybrand (now PwC)

Chief Financial Officer

Imran

Nawaz.

Appointed

May 2021

Skills, experience and competences

Imran has over 20 years' experience in the global food industry and broad financial, strategic and international experience gained across a number of large multinational organisations. His financial, strategic, leadership and international strengths are

a valuable asset to Tesco as we deliver on our strategic priorities.

External appointments

Current:

- None

Past:

• Chief financial officer: Tate & Lyle PLC
• Various roles: Mondelez International, Inc, Kraft Foods and Deloitte

Independent

Non-executive Director

Melissa

Bethell.

Appointed

September 2018

Skills, experience and competences

Melissa's wealth of international corporate, strategy and financial experience across a range of industries, with a focus on private equity, advisory services, strategic consultancy and the financial, media and technology sectors, is invaluable in delivering our strategy.

External appointments

Current:

• Chair: Ocean Outdoor Limited
• Non-executivedirector: Diageo PLC and Exor N.V.
• Senior advisor, Atairos

Past:

• Non-executivedirector: Samsonite International S.A., Worldpay Group PLC and Atento S.A.
• Senior positions: Atairos Europe, Bain Capital and Goldman Sachs & Co

Committee membership

- Audit Committee

Tesco PLC Notice of Annual General Meeting 2024

09.

Independent Non-executive Director

Bertrand

Bodson.

Appointed

June 2021

Skills, experience and competences

Bertrand is an accomplished business executive, with significant experience of digital transformation, technology and the application of AI. He brings exceptional leadership and business expertise to the Board, as well as experience in delivering corporate transformation programmes while maintaining a focus on performance. His significant knowledge of digital and technology matters gained across a number of sectors, including retail, enhances the Board's oversight of these areas and the delivery of the strategy.

External appointments

Current:

• Chief executive officer: Keywords Studios PLC

Past:

• Supervisory board: Wolters Kluwer N.V.
• Senior positions: Novartis AG, Sainsbury's Argos and EMI Music
• Co-founderand CEO: Bragster.com.

Committee membership

- Sustainability Committee

Independent Non-executive Director

Thierry

Garnier.

Appointed

April 2021

Skills, experience and competences

Thierry brings extensive experience in the retail sector, both in the UK and internationally, with a successful track record of implementing business transformation and driving leading-edge digital innovation in competitive and rapidly-changing retail environments.

External appointments

Current:

- Chief executive officer: Kingfisher PLC

Past:

• Executive committee member: Carrefour SA
• Senior positions: CEO, Carrefour Asia and Carrefour International and Managing Director of Carrefour in France

Committee membership

- Remuneration Committee

Independent Non-executive Director

Stewart

Gilliland.

Appointed

March 2018

Skills, experience and competences

Stewart brings over 20 years' experience and knowledge in international marketing, logistics and business management, having held a number of senior roles, predominantly in customer-centric businesses. His experiences as an executive and non-executive director and understanding and advocacy of supplier relationships, customers, colleagues and sustainability, which directly support Tesco's strategy, provide him with the skills and capabilities as Chair of the Sustainability Committee. The breadth and diversity of Stewart's experience is a benefit to the Board.

External appointments

Current:

• Chair: IG Design Group PLC
• Non-executivedirector: Chapel Down Group plc and Nature's Way Foods Ltd.

Past:

• Chair: Booker Group plc and C&C Group plc
• Chief executive: Müller Dairies UK and Ireland
• Senior positions: Whitbread plc, Mitchells & Butlers plc and Interbrew

Committee membership

• Sustainability Committee (Chair)
• Nominations and Governance Committee
• Remuneration Committee

Independent Non-executive Director

Dame Carolyn Fairbairn DBE.

Appointed

September 2023

Skills, experience and competences

Carolyn brings a wealth of experience to the Board with her deep understanding of the macroeconomic, regulatory and political environment and significant experience across media, government and finance sectors.

To be appointed Senior Independent Director from the conclusion of the 2024 AGM.

External appointments

Current:

• Non-executivedirector: HSBC Holdings plc
• Chair of the board of trustees: Royal Mencap Society

Past:

• Director-general:Confederation of British Industry
• Non-executivedirector: Lloyds Banking Group plc, The Vitec Group plc, Capita plc, BAE Systems plc, the UK Competition and Markets Authority and the Financial Services Authority
• Senior positions: McKinsey & Company, BBC and ITV
• Member: Number 10 Policy Unit

Committee membership

• Remuneration Committee
• Sustainability Committee

10.	Tesco PLC Notice of Annual General Meeting 2024

Board of Directors

	Skills, experience and competences	External appointments
Independent	Alison has extensive experience of leadership	Current:
in customer-driven organisations across the	- Chair: Hargreaves Lansdown plc and Ageas
Non-executive Director	healthcare, insurance and property sectors.	(UK) Limited
Alison Platt	Alison has gained significant business-to-	- Non-executive director: Spectrum Wellness
business and international commercial	Holdings Limited and Inchcape PLC
CMG.	experience from working for high-profile	Past:
consumer-facing companies. Her former
Appointed	membership of the steering group of the	- Chair: Dechra Pharmaceuticals PLC and
Opportunity Now
Hampton-Alexander Review provides strategic
April 2016	- Non-executive director: Foreign and
insights on diversity and inclusion.
	Commonwealth Office and Cable &
		Wireless Communications PLC
		- Senior positions: Countrywide Limited and
		Bupa Limited

Committee membership

- Nominations and Governance Committee

- Remuneration Committee (Chair)

Independent Non-executive Director

Caroline

Silver.

Appointed

October 2022

Skills, experience and competences	External appointments
Caroline brings to the Board a wealth of	Current:
knowledge and experience across a number	- Chair: Barratt Developments PLC
of commercial, financial and governance roles,	- Non-executive director: Intercontinental
together with extensive investment banking	Exchange, Inc and chair of ICE Clear Europe
and international experience.	- Member: International Advisory Board of
	Adobe Inc and V&A Foundation
	- Senior advisor: Moelis & Company
	- Governor: National Film and Television
	School
	Past:
	- Chair: PZ Cussons PLC
	- Non-executive director: Meggitt PLC,
	M&G PLC and Bupa Limited
	- Senior positions: Moelis & Company,
	Morgan Stanley and Merrill Lynch
	- Trustee: Victoria and Albert Museum
	- Board member: London Ambulance Service
	NHS Trust

Committee membership

- Audit Committee

Independent Non-executive Director

Karen

Whitworth.

Appointed

June 2021

Skills, experience and competences

Karen has significant strategic, financial and risk experience gained through a number of commercial, operational and governance roles. In addition, she brings to the Board extensive knowledge of the retail sector, logistics and supply chain gained across

a number of senior retail roles.

To be appointed Chair of the Audit Committee from the conclusion of the 2024 AGM.

External appointments

Current:

• Senior independent director: The Rank Group plc and Tritax Big Box REIT plc

Past:

• Supervisory board member: GS1 UK Limited
• Member: Commercial board and director of non-food grocery and new business at J Sainsbury plc
• Senior positions: BGS Holdings Limited, InterContinental Hotels Group PLC and Coopers & Lybrand (now PwC)

Committee membership

• Audit Committee
• Sustainability Committee