Company Number: 00185647

J Sainsbury plc

4 July 2024

RESOLUTIONS

At the Annual General Meeting of the Company held on 4 July 2024 at 33 Holborn, London EC1N 2HT, the following resolutions were duly passed as special resolutions.

Resolution 16 - General authority to disapply pre-emption rights

That, subject to the passing of Resolution 15, 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 15 or to sell equity securities held by the Company as treasury shares for cash, as if Section 561 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 £34,157,200,

such authority to expire at the end of the annual general meeting of the Company in 2025 or at the close of business on 1 September 2025, whichever is the earlier, but 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, a pre-emptive offer means an offer of equity securities and/or sale of treasury shares open for acceptance for a period fixed by the Directors:

(a) to holders (other than the Company) of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings on the register on a record date fixed by the Directors; and

(b) to the holders of other equity securities, as entitled by the rights attaching to those securities, or as the Directors otherwise consider necessary,

but subject in both cases to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory whatsoever. 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 17 - 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 15 and in addition to any authority granted under Resolution 16, 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 15 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 £34,157,200; and

(ii) 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 an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles on the disapplication of Pre Emption Rights (the 'Statement of Principles') most recently published prior to the date of the Notice,

such power to expire at the end of the annual general meeting of the Company in 2025 or at the close of business on 1 September 2025,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 or sell treasury shares under any such offer or agreement as if the authority had not expired.

Resolution 18 - 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 28 4/7 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:

(a) the maximum number of ordinary shares which may be purchased is 239,100,500;

(b) the minimum price which may be paid for an ordinary share is 28 4/7 pence (being the nominal value of an ordinary share) exclusive of associated expenses;

(c) 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

(d) the authority to purchase conferred by this Resolution 18 shall expire at the end of the Company's annual general meeting in 2025 or at the close of business on 1 September 2025, 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 20 - Long Term Incentive Plan rules

That, the rules of the J Sainsbury plc Long Term Incentive Plan 2024 (the 'LTIP'), the principal terms of which are summarised in the Appendix to the Notice of Meeting and the draft rules of which are available for inspection in accordance with the notice of meeting and signed by the Chair for the purposes of identification, be and are hereby approved, and the Directors of the Company be and are hereby authorised to:

(i) do all acts and things as they consider necessary or desirable to carry the LTIP into effect, make such modifications to the LTIP as they consider necessary or desirable to take account of any regulatory requirements and best practice, and adopt the LTIP as so modified; and

(ii) establish further plans for the benefit of employees outside the UK, based on the LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares of the Company made available under such further plans are treated as counting against the limits on individual participation and overall participation contained in the LTIP.

Resolution 21 - Capital redemption reserve

That the capital redemption reserve of the Company be reduced by £680,110,644.00.

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.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

J. Sainsbury plc published this content on 10 July 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 July 2024 12:59:09 UTC.