This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised pursuant to the Financial Services Act 2012. If you have sold or transferred all your ordinary shares in J Sainsbury plc you should pass this document to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. Chairman’s letter to shareholders and Notice of Annual General Meeting Registered Office 33 Holborn London EC1N 2HT Registered number 185647 30 May 2014 To ordinary shareholders and, for information only, beneficial owners of shares under the Share Trust of the Sainsbury’s Share Purchase Plan. Dear Shareholder Annual General Meeting 2014 I am pleased to invite you to this year’s Annual General Meeting (‘AGM’). The meeting will be held at 11.00am on Wednesday, 9 July 2014 at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE. Full details of the meeting and the resolutions that will be put to shareholders are set out in the enclosed Notice of Meeting. The AGM gives the Board the opportunity to present the Company’s performance and strategy to shareholders and to listen and respond to your questions. If you cannot attend, but would like to raise any points, please send your comments to me at [email protected] and we will take them into account in planning the meeting. If you are intending to come to the AGM, please sign your attendance card and bring it with you to the meeting. Refreshments will be available from 9.30am and there will be a number of exhibition stands which may be of interest to you. I do recommend that you arrive by 10.30am to enable us to carry out all of the registration formalities to ensure a prompt start at 11.00am. If you cannot come to the meeting in person, your vote is still important and I would urge you to complete, sign and return the enclosed proxy card to be received by 11.00am on Monday, 7 July 2014. You may also register your proxy vote electronically by accessing our Registrar’s website www.eproxyappointment.com. Board of Directors In compliance with the UK Corporate Governance Code, shareholders will have the opportunity to vote on your Directors’ re-elections to the Board on an annual basis. Accordingly all of your Directors, other than Justin King, are standing for re-election at the meeting. Their biographies are set out on pages 4 and 5 of this Notice. As announced on 29 January 2014, Justin King has decided to step down after ten successful years as Chief Executive and Mike Coupe will succeed him as Chief Executive following the AGM. Justin is a truly exceptional leader, who has reshaped Sainsbury’s during his ten years as Chief Executive, as well as playing a leading role in the sector and wider business world. The Board thanks him for his outstanding achievements in ‘Making Sainsbury’s Great Again’. He leaves a lasting legacy, with the Company stronger than ever. Mike Coupe, who joined the Board on 1 August 2007 and is standing for re-election as a Director, will, subject to his re-election, be appointed Chief Executive following the AGM. We are delighted to appoint a Chief Executive of Mike’s unique talent and experience as Justin’s successor to lead the next chapter of Sainsbury’s history. Recommendation Your Directors are of the opinion that all resolutions which are to be proposed at the AGM are in the best interests of the Company and its shareholders and therefore unanimously recommend that you vote in favour of the resolutions. Yours faithfully David Tyler Chairman J Sainsbury plc Notice of AGM 1 Asset Sainsburys_NoM_V03.indd 1 19/05/2014 17:08 Notice of Annual General Meeting Notice is hereby given that the Annual Ordinary business General Meeting of J Sainsbury plc will be Resolutions 1 to 16 will be proposed as Ordinary Resolutions and Resolution 17 held at The Queen Elizabeth II Conference will be proposed as a Special Resolution. Centre, Broad Sanctuary, Westminster, Ordinary resolutions London SW1P 3EE at 11.00am on 1. To receive and adopt the audited accounts for the 52 weeks to 15 March 2014 together with the Reports of the Directors and Auditors. Wednesday, 9 July 2014 for the purpose 2. To approve the Directors’ Remuneration Report (other than the part of considering and, if thought fit, passing containing the Directors’ Remuneration Policy referred to in Resolution 3) set out in the Company’s Annual Report and Financial Statements for the the Resolutions set out in this Notice. 52 weeks to 15 March 2014. 3. To approve the Directors’ Remuneration Policy in the Directors’ Remuneration Report set out in the Annual Report and Financial Statements 2014. 4. To declare a final dividend of 12.3 pence per ordinary share in respect of the 52 weeks to 15 March 2014. 5. To re-elect Matt Brittin as a Director. 6. To re-elect Mike Coupe as a Director. 7. To re-elect Mary Harris as a Director. 8. To re-elect Gary Hughes as a Director. 9. To re-elect John McAdam as a Director. 10. To re-elect Susan Rice as a Director. 11. To re-elect John Rogers as a Director. 12. To re-elect Jean Tomlin as a Director. 13. To re-elect David Tyler as a Director. 14. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. 15. To authorise the Audit Committee to agree the Auditors’ remuneration. 16. THAT the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the ‘2006 Act’) to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares up to a nominal amount of £181,809,000, such authority to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the Annual General Meeting in 2015 or on 15 September 2015, whichever is the earlier but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends. J Sainsbury plc Notice of AGM 2 Asset Sainsburys_NoM_V03.indd 2 19/05/2014 17:08 Special resolution Special business 17. THAT subject to the passing of Resolution 16 above, the Directors be Resolution 18 will be proposed as an Ordinary Resolution and Resolutions 19 empowered to allot equity securities (as defined in Section 560(1) of the and 20 will be proposed as Special Resolutions. 2006 Act) wholly for cash pursuant to the authority given by Resolution 16 above or where the allotment constitutes an allotment of equity securities Ordinary resolution by virtue of Section 560(3) of the 2006 Act, in each case: 18. (i) THAT in accordance with Part 14 of the 2006 Act the Company and any (i) in connection with a pre-emptive offer; and company which is, or becomes, a subsidiary of the Company during the period to which this Resolution relates are authorised to: (ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £27,271,000, (a) make political donations to political parties and/or independent election candidates, not exceeding £50,000 in total; as if Section 561 (1) of the 2006 Act did not apply to any such allotment; (b) make political donations to political organisations other than such power to expire at the end of the Annual General Meeting in 2015 or on political parties, not exceeding £50,000 in total; and 15 September 2015, whichever is the earlier, but so that the Company may make offers and enter into agreements during this period which would, or (c) incur political expenditure, not exceeding £50,000 in total, might, require equity securities to be allotted after the power ends. during the period beginning with the date of the passing of this For the purposes of this Resolution: Resolution and ending on the date of the Company’s Annual General Meeting in 2015 or on 15 September 2015, whichever is the earlier; (a) ‘pre-emptive offer’ means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on (ii) All existing authorisations and approvals relating to political donations the register on a record date fixed by the Directors of ordinary shares in or expenditure under Part 14 of the 2006 Act are hereby revoked proportion to their respective holdings but subject to such exclusions or without prejudice to any donation made or expenditure incurred prior other arrangements as the Directors may deem necessary or expedient in to the date hereof pursuant to such authorisation or approval; and relation to treasury shares, fractional entitlements, record dates or legal, (iii) Words and expressions defined for the purpose of the 2006 Act shall regulatory or practical problems in, or under the laws of, any territory; have the same meaning in this resolution. (b) references to an allotment of equity securities shall include a sale of Special resolutions treasury shares; and 19.