Company Number: 00185647
J Sainsbury plc
2 July 2026
RESOLUTIONS
At the Annual General Meeting of the Company 2 July 2026 at Leonardo Royal Hotel London St Paul's, 10 Godliman Street, London, EC4V 5AJ, the following resolutions were duly passed as special resolutions.
Resolution 19 - General authority to disapply pre-emption rights
That, subject to the passing of Resolution 18, the Directors be authorised to allot equity securities (as defined in section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by Resolution 18 or to sell equity securities held by the Company as treasury shares for cash, as if section 561(1) of the 2006 Act did not apply to any such allotment or sale, in each case:
i. in connection with a pre-emptive offer; and
ii. otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £65,005,200 and,
iii. otherwise than under paragraphs (i) and (ii) above, allotments up to an aggregate nominal amount equal to 20% of any allotment made from time to time under paragraph (ii) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine 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 this Notice,
such authority to expire at the end of the annual general meeting of the Company in 2027 or at the close of business on 27 August 2027, whichever is the earlier, but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.
For the purposes of this resolution, pre-emptive offer has the same meaning as in Resolution 18, references to an allotment of equity securities shall include a sale of treasury shares and the nominal amounts of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
Resolution 20 - Authority to allot equity securities for cash or to sell treasury shares other than on a pro rata basis to shareholders in connection with acquisitions or specified capital investments
That, subject to the passing of Resolution 18 and in addition to any authority granted under Resolution 19, the Directors be authorised to allot equity securities (as defined in section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by Resolution 18 or to sell equity securities held by the Company as treasury shares for cash, as if section 561(1) of the 2006 Act did not apply to any such allotment or sale, such authority to be:
i. limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £65,005,200, used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or specified capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights most recently published prior to the date of the Notice; and
ii. otherwise than under paragraph (i) above, allotments up to an aggregate nominal amount equal to 20 per cent of any allotment made from time to time under paragraph (i) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine 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 this Notice,
such power to expire at the end of the annual general meeting of the Company in 2027 or at the close of business on 27 August 2027, whichever is the earlier, but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and/or sell treasury shares under any such offer or agreement as if the authority had not expired.
For the purposes of this resolution, references to an allotment of equity securities shall include a sale of treasury shares.
Resolution 21 - Authority to purchase own shares
That the Company be generally and unconditionally authorised for the purposes of section 701 of the 2006 Act to make market purchases (within the meaning of section 693(4) of the 2006 Act) of ordinary shares of 284/7 pence each in the capital of the Company (ordinary shares) in such manner and upon such terms as the Directors may from time to time determine, provided that:
i. the maximum number of ordinary shares which may be purchased is 227,518,400;
ii. the minimum price which may be paid for an ordinary share is 284/7 pence (being the nominal value of an ordinary share) exclusive of associated expenses;
iii. the maximum price which may be paid for an ordinary share is an amount equal to the higher of: (i) 105 per cent of the average of the closing price of an ordinary share derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade of an ordinary share and the highest current bid for an ordinary share on the trading venue where the purchase is carried out (exclusive of associated expenses); and
iv. the authority to purchase shares conferred by this resolution shall expire at the end of the Company's annual general meeting in 2027 or at the close of business on 27 August 2027, whichever is the earlier, save that the Company may make a contract to purchase ordinary shares under this authority before the expiry of the authority which will or may be completed wholly or partly thereafter and a purchase of shares may be made in pursuance of any such contract.
Resolution 22 - Notice period for general meetings other than annual general meetings
That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.