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94256-Morrisons NoM (Original) 8pp.qxp:94256-Morrisons NoM (Original) 8pp 4/5/12 22:10 Page 1 11:00 a.m. on 14 June 2012, Hilmore House, Gain Lane, Bradford, West Yorkshire, BD3 7DL. THIS DOCUMENT IS IMPORTANT and requires your immediate attention. If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your registered holding of ordinary shares in the Company, please pass this document and accompanying form of proxy to the stockbroker, bank manager or other agent through whom the sale was effected for transmission to the purchaser or transferee. Wm Morrison Supermarkets PLC Notice of Annual General Meeting 2012 94256-Morrisons NoM (Original) 8pp.qxp:94256-Morrisons NoM (Original) 8pp 4/5/12 22:10 Page 2 1 Registered Office: Resolution 2 is a resolution to approve the Directors’ remuneration report Hilmore House for the 52 weeks ended 29 January 2012. The Company is required to seek Gain Lane shareholders’ approval of the Directors’ remuneration report which is Bradford summarised on pages 10 to 11 of the Annual review sent with this letter West Yorkshire and which appears in full on pages 46 to 55 of the Annual report and BD3 7DL financial statements. Registered in England: 358949 Telephone: 0845 611 5000 Resolution 3 is to approve a final dividend of 7.53p per share payable on 20 June 2012 to ordinary shareholders on the register of members at the close of business on 18 May 2012. The proposed final dividend will bring 10 May 2012 the total dividend for the year to 10.7p per ordinary share. Dividend warrants will be posted on 18 June 2012 to those ordinary shareholders Dear Shareholder, registered at the close of business on 18 May 2012. Statements and, if applicable, share certificates for participants in the dividend reinvestment I am pleased to enclose with this letter the notice of the 2012 Annual plan will be posted by 29 June 2012. General Meeting of Wm Morrison Supermarkets Plc which will be held at Hilmore House, Gain Lane, Bradford, BD3 7DL at 11:00 a.m. on 14 June If you have not already done so, may I take this opportunity to encourage 2012 (the “Notice”). The Notice appears on page 4 of this letter. you to arrange to have your dividends paid directly into your bank or building society account. Mandating your dividends is more secure than The Annual General Meeting is an important occasion for the Company’s receiving a cheque by post and means that you will receive cleared funds shareholders to express their views by attending, raising questions and automatically on the payment date. To do this please contact Capita voting at the meeting. The Board would welcome your participation at the Registrars. Annual General Meeting. The meeting will be held at the Company’s headquarters at Hilmore House in Bradford and a map appears on the back Resolutions 4, 5, 6 7, 8, 9 and 10 are separate resolutions to re-elect Sir Ian of the attendance card indicating the location. Gibson, Dalton Philips, Richard Pennycook, Philip Cox, Penny Hughes, Nigel Robertson and Johanna Waterous as Directors. The Board believes that Whether or not you will be attending the Annual General Meeting, I would each of them continues to perform effectively with full commitment to urge you to complete, sign and return the form of proxy enclosed with this his/her role. letter or, alternatively, register your proxy electronically in accordance with the instructions on the proxy form. The attention of corporate Under the Articles of Association of the Company all Directors are required shareholders wishing to appoint more than one corporate representative is to submit themselves for re-election at the first Annual General Meeting drawn to note 6 of the Notice on page 5. after their appointment. At each Annual General Meeting, one third of the Directors (excluding those submitting themselves for re-election by virtue This letter is also being sent to those who have been nominated to receive of having been appointed since the previous Annual General Meeting) must information rights under s 146 of the Companies Act 2006 who do not retire by rotation and submit themselves for re-election. Each Director must themselves have a right to appoint a proxy or proxies. The attention of such retire from office at least once in every three year period. The Directors to nominated persons is drawn to note 7 of the Notice on page 5. retire in any year shall be those who have been longest in office since their last re-election at an Annual General Meeting. If you have received more than one mailing, it may be that your shares are registered in two or more accounts on the Company’s share register. If that Notwithstanding the fact that these provisions were approved by was not your intention, you might consider merging them into one single shareholders when the Company’s new Articles of Association were entry. This would have several benefits in environmental terms by reducing adopted on 3 June 2010 (and after the publication of the UK Corporate the amount of energy and paper used for shareholder communications, Governance Code), the Board has decided that it will comply with the best reducing printing and postage costs and also reducing the possibility of practice guidance set out at Principle B.7.1 of the UK Corporate important documents such as dividend cheques being lost, misplaced or Governance Code and submit all Directors for re-election annually. used fraudulently. Please contact Capita Registrars who will be pleased to carry out your instructions at no cost to you. Resolution 4 is a resolution to re-elect Sir Ian Gibson as a Director. Sir Ian joined the Group as Non-Executive Deputy Chairman in September 2007. In line with many other companies, and in order to simplify the dividend He was appointed Chairman in March 2008. Sir Ian is Chair of the Board’s process and provide cost savings to the Company, we will issue only one Nomination Committee and a member of its Remuneration Committee and consolidated tax voucher in relation to all dividends paid in a tax year. This Corporate Compliance and Responsibility Committee. He is a Non- will normally be sent to you in November with payment of any interim Executive member of the Public Interest Body of the UK firm of dividend. You will not therefore receive a tax voucher with the final PriceWaterhouseCoopers LLP and will be stepping down from his current dividend to be paid in June 2012. If you register for e-communications, the role as Non-Executive Chairman of Trinity Mirror Plc in August 2012. tax voucher will be e-mailed to you. If you wish to continue to receive a tax Previous Board appointments include Chairman of BPB Plc, Deputy voucher when each dividend is paid, please contact Capita Registrars. Chairman of Asda Group Plc, and a Director of Chelys Limited, GKN Plc, Greggs Plc and Northern Rock Plc. He is also a former member of the The detailed business to be considered at the Annual General Meeting is Court of the Bank of England. Sir Ian enjoyed a distinguished 30-year set out in the Notice. The following explanatory notes will assist in career in the motor industry, most recently as President of Nissan Europe. understanding the business to be conducted at the Annual General Meeting: Resolution 5 is a resolution to re-elect Dalton Philips as a Director. Dalton joined the Group as Chief Executive on 29 March 2010. He is a member of ORDINARY BUSINESS the Board’s Nomination Committee and Corporate Compliance and The ordinary business of the meeting consists of twelve ordinary Responsibility Committee. Prior to joining Morrisons, Dalton was Chief resolutions (requiring a simple majority of votes to be passed). Operating Officer of Loblaw Companies Limited, Canada’s largest food distributor and a leading provider of general merchandise, pharmacy and Resolution 1 is to receive and consider the Directors’ report and audited financial products and services. Prior to that position, he was Chief financial statements for the 52 weeks ended 29 January 2012. The Executive of Irish department store group, Brown Thomas. Between 1998 Directors are required to present these documents to the Annual General and 2005 he worked for Wal-Mart’s international division holding a range Meeting. of commercial positions, rising to Chief Operating Officer in Germany. Wm Morrison Supermarkets PLC Notice of Annual General Meeting 94256-Morrisons NoM (Original) 8pp.qxp:94256-Morrisons NoM (Original) 8pp 4/5/12 22:10 Page 3 2 Dalton started his career as a store manager in New Zealand with Jardine Resolution 11 is a resolution to re-appoint KPMG Audit Plc as auditors of Matheson and was later regional director of the Company’s Spanish the Company until the conclusion of the next Annual General Meeting. The supermarket division. Audit Committee has determined that it will review not less than annually whether the incumbent auditor should remain in place or whether an Resolution 6 is a resolution to re-elect Richard Pennycook as a Director. auditor selection process should be initiated. The Audit Committee has Richard joined the Board as Group Finance Director in October 2005 and decided to put forward KPMG for re-appointment this year. has responsibility for finance, IT, strategy and multichannel development. Prior to that, he was the Group Finance Director of RAC Plc, the quoted Resolution 12 is a resolution to authorise the Directors of the Company to specialist motoring and vehicle management company.