24th Feb 2006 10:38
Sainsbury(J) PLC24 February 2006 THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE INANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERAUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. £314,500,000 5.25 per cent. Notes due 2007 (the "Notes") issued by J SAINSBURY PLC (incorporated in England and Wales with limited liability) under its £2,500,000,000 Euro Medium Term Note Programme NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Second Scheduleto the Trust Deed (as defined below) constituting the Notes and made between JSainsbury plc and The Law Debenture Trust Corporation p.l.c. (the "Trustee"), ameeting of the holders of the Notes (the "Noteholders") has been convened by JSainsbury plc and will be held at the offices of Clifford Chance, 10 Upper BankStreet, London E14 5JJ on 20 March 2006 at 09:00 a.m. London time for thepurpose of considering and, if thought fit, passing the following resolutionwhich will be proposed as an Extraordinary Resolution in accordance with theprovisions of the Trust Deed. J Sainsbury plc has convened the Meeting for the purpose of enabling Noteholdersto consider the proposals outlined in the Tender Offer and Consent SolicitationMemorandum (the "Memorandum") and resolve, if they think fit, to pass theExtraordinary Resolution proposed in relation to the Notes. Capitalised termsused in this Notice and not otherwise defined herein shall have the meaningsascribed to them in the Memorandum. EXTRAORDINARY RESOLUTION "THAT this meeting of the holders of the outstanding £314,500,000 5.25 per cent.Notes due 2007 (the "Notes") of J Sainsbury plc constituted by a trust deeddated 14 August 2003 (as amended and supplemented from time to time) (the "TrustDeed") made between J Sainsbury plc and The Law Debenture Trust Corporationp.l.c. (the "Trustee") as trustee for the holders of the Notes hereby: (A) assents to the modification of the terms and conditions of theNotes by the addition of a new Condition 5(ee) giving J Sainsbury plc the rightto redeem those Notes in respect of which an Acceptance Notice has not beendelivered pursuant to the relevant Offer (or has been delivered and subsequentlyvalidly revoked) at any time not later than two London business days after theLong Stop Date at an amount per £1,000 of nominal amount of Notes not less thanthe Repurchase Price, plus Accrued Interest, on giving not less than 2 Londonbusiness days' notice (including the day on which such notice is delivered tothe Clearing Systems and the day on which the Notes are to be redeemed) toNoteholders in the form of an announcement of redemption (the "Announcement")through a RIS and a notice via the Clearing Systems. The redemption, inaccordance with the Announcement, is conditional upon J Sainsbury plc havingnotified Noteholders on the Confirmation Date that it intends to proceed tosettle the Offer in respect of the Notes. If this condition is not satisfied onor before the expiry of the notice period specified in the Announcement, theredemption of the Notes shall become incapable of becoming unconditional and noredemption of the Notes shall occur pursuant to new Condition 5(ee); (B) authorises, directs, requests and empowers the Trustee: (i) to concur in and execute a Supplemental Trust Deed toeffect the modifications referred to in paragraph (A) of this ExtraordinaryResolution in the form of the draft produced to this meeting and signed by thechairman of the meeting for the purposes of identification, with suchamendments, if any, requested by J Sainsbury plc and approved by the Trustee inits sole discretion or required by the Trustee (and agreed by J Sainsbury plc);and (ii) to concur in, approve, and execute and do all such deeds,instruments, acts and things that may be necessary in the opinion of the Trusteeto carry out and give effect to this Extraordinary Resolution; (C) sanctions and approves every modification, abrogation, variationor compromise of, or arrangement in respect of, the rights of Noteholdersnecessary to give effect to this Extraordinary Resolution and to the Proposals(whether or not the rights arise under the Trust Deed) and assents to everymodification, variation or abrogation of the Conditions (as defined in the TrustDeed) of the Notes and/or the provisions contained in the Trust Deed involved inor inherent in or effected by the implementation of this ExtraordinaryResolution and the Proposals; (D) authorises and requests the Trustee to concur in taking allsteps considered by it in its sole discretion to be necessary, desirable orexpedient to carry out and give effect to this Extraordinary Resolution; (E) discharges and exonerates the Trustee from any liability inrespect of any act or omission for which it may have become responsible underthe Trust Deed and/or the Notes in connection with this ExtraordinaryResolution; and (F) acknowledges that capitalised terms used in this ExtraordinaryResolution have the same meanings as those defined in the Tender Offer andConsent Solicitation Memorandum published by J Sainsbury plc on 24 February2006, unless the context otherwise requires." The substantive terms of the Proposals and the Extraordinary Resolution have notbeen formulated by the Trustee who expresses no view on whether Noteholderswould be acting in Noteholders' best interests in approving them, and nothing inthis notice should be construed as a recommendation to Noteholders from theTrustee to vote in favour of, or against, the Extraordinary Resolution. The Trustee has not been involved in the formulation of the Proposals outlinedin the Memorandum and, in accordance with normal practice, expresses no opinionon the merits of those Proposals or on the applicable Extraordinary Resolution.Noteholders should take their own independent financial advice on the merits andon the consequences of voting in favour of the applicable ExtraordinaryResolution, including any tax consequences. However, on the basis of the information contained in the Memorandum, theTrustee has authorised J Sainsbury plc to state that the Trustee has noobjection to the Extraordinary Resolution being put to Noteholders for theirconsideration. Noteholders are further given notice that J Sainsbury plc has also commenced anOffer for the repurchase of the Notes, as more fully described in theMemorandum. General Copies of the Memorandum are available for collection by Noteholders at thespecified office of any of the Existing Paying Agents and the specified officeof the Joint Dealer Managers, on and after the date of this Notice and will beavailable at the Meeting. A Noteholder will be required to produce evidencesatisfactory to the relevant Existing Paying Agent or the Joint Dealer Managersas to his status as a Noteholder before being permitted to collect a copy of theMemorandum. Copies of (i) the Trust Deed relating to the Notes, the Notice andthe Memorandum; and (ii) the current draft of the Supplemental Trust Deed are,on and from 24 February 2006, available for inspection by the Noteholders at thespecified office of the Joint Dealer Managers and each Existing Paying Agentduring normal business hours on any weekday (Saturdays, Sundays and publicholidays excepted) up to and including the Expiration Date. Revised versions ofthe documents described in (ii) above will be available as aforesaid (marked toindicate changes to the draft made available at 24 February 2006) no later thantwo London business days before the date of the Meeting and at the Meeting. Anysuch revised document made available as aforesaid will supersede the previousdraft of such document and Noteholders will be deemed to have notice of anychanges. The attention of Noteholders is particularly drawn to the quorum required forthe Meeting and for any adjourned meeting thereof which is set out in paragraph4 of "Voting and Quorum" below. Having regard to such requirements, Noteholdersare strongly urged either to attend the Meeting or to take steps to berepresented at the Meeting, as referred to below, as soon as possible. Voting and Quorum Noteholders who have submitted and not withdrawn a valid Acceptance Notice or avalid Voting Instruction need take no further action to be represented at theMeeting. Noteholders who have not submitted or have submitted and subsequentlywithdrawn an Acceptance Notice or a Voting Instruction should take note of theprovisions set out below detailing how such Noteholders can attend or take stepsto be represented at the Meeting. 1. Noteholder attendance: A Noteholder wishing to attend andvote at the Meeting in person must produce at such Meeting a valid votingcertificate or valid voting certificates issued by an Existing Paying Agentrelating to such Notes in respect of which he or she wishes to vote. 2. Appointment of Proxies: A Noteholder not wishing to attendand vote at the Meeting in person may give a voting instruction instructing therelevant Existing Paying Agent to appoint a proxy to attend and vote at suchMeeting in accordance with his or her instructions. 3. Deposit of Notes. Voting Certificates and Block VotingInstructions: The Notes may, not less than 48 hours (including all or part oftwo days upon which banks are open for business in London (disregarding for thispurpose the day upon which the Meeting is to be held)) ("48 hours") before thetime fixed for the Meeting or any adjourned Meeting thereof, be deposited withany Existing Paying Agent or (to its satisfaction) held to its order for thepurpose of: (i) obtaining voting certificates from such Existing PayingAgent; or (ii) such Existing Paying Agent completing a block votinginstruction in respect of such Notes appointing a proxy to attend and vote atthe Meeting or any adjourned Meeting in accordance with the instructions of thatNoteholder. A Noteholder will need to give voting instructions (such votinginstructions being neither revocable nor capable of amendment by the Noteholderduring the period commencing 48 hours prior to the time for which the Meeting orany adjourned Meeting is convened) in accordance with the procedures ofEuroclear and/or Clearstream, Luxembourg, or on a voting instruction formobtainable from the specified office of the relevant Existing Paying Agent, toany Existing Paying Agent, not less than 48 hours before the time fixed for theMeeting or any adjourned Meeting, to enable such Existing Paying Agent tocomplete the block voting instruction. Notes so deposited or held will not be released: (i) Voting Certificates: in the case of Notes in respect of whicha voting certificate has been issued until the first to occur of: (a) the conclusion of the Meeting specified in suchcertificate or any adjourned Meeting thereof or any poll taken on any resolutionproposed thereat (whichever is the later); and (b) the surrender of the certificate to the Existing PayingAgent who issued the certificate; and (ii) Block Voting Instructions: in the case of Notes in respect ofwhich a block voting instruction has been issued until the first to occur of: (a) the conclusion of the Meeting specified in such blockvoting instruction or any adjourned Meeting thereof or any poll taken on anyresolution proposed thereat (whichever is the later); and (b) the surrender to the relevant Existing Paying Agent, notless than 48 hours before the time for which such Meeting or any adjournedMeeting thereof is convened or poll called, of the receipt issued by suchExisting Paying Agent in respect of each such deposited Note which is to bereleased and the giving of notice from the relevant Existing Paying Agent to JSainsbury plc of such surrender. A holder whose Notes are held on behalf of Euroclear and/or Clearstream,Luxembourg who wishes to obtain a voting certificate or procure an ExistingPaying Agent to appoint a proxy to attend and vote at the meeting on his behalfshould not less than 48 hours before the time appointed for the holding of theMeeting and within the relevant time limit appointed by Euroclear and/orClearstream, Luxembourg, as the case may be, request the relevant ClearingSystem to block his Notes in his own account and to hold the same to the orderor under the control of an Existing Paying Agent. A holder whose Notes have been so blocked will thus be able to obtain a votingcertificate from, or procure that a voting instruction is given in accordancewith the procedures of, Euroclear or Clearstream, Luxembourg to an ExistingPaying Agent. Notes so blocked will be released in accordance with theprocedures set out above and in accordance with the procedures of Euroclear and/or Clearstream, Luxembourg, as the case may be. 4. Quorum Requirements: The quorum required at the Meeting shallbe two or more persons present in person holding voting certificates and/orbeing proxies and holding or representing in the aggregate not less thanthree-fourths in principal amount of such Notes for the time being outstandingof such Series of Notes. On any adjourned Meeting, the quorum required shall betwo or more persons present in person holding voting certificates and/or beingproxies and holding or representing in the aggregate not less than 25 per cent.of the principal amount of the Notes for the time being outstanding. 5. Adjournment: If within half an hour after the time appointedfor any such Meeting, a quorum is not present, such meeting shall standadjourned for such period, being not less than 14 days nor more than 42 days,and to such place as may be appointed by the Chairman and approved by theExisting Trustee. At least 14 clear days' notice of any meeting adjournedthrough want of quorum, and such notice shall be given in the same manner as ofthe original meeting. 6. Voting by Show of Hands or Poll: Every question submitted toeach Meeting shall be decided on a show of hands unless a poll is duly demandedby the Chairman or J Sainsbury plc or by one or more persons holding one or morevoting certificates and/or being proxies and/or being representatives andholding or representing in the aggregate not less than 2 per cent. of theprincipal amount of the relevant Series of Notes then outstanding. In the case of equality of votes, the Chairman shall both on a show of hands andon a poll have a casting vote in addition to the vote or votes (if any) to whichhe may be entitled as a holder of a voting certificate and/or as a proxy and/oras a representative. 7. Representation of Vote: On a show of hands every person whois present in person and produces a voting certificate or is a proxy shall haveone vote. On a poll every person who is so present shall have one vote inrespect of each £1,000 or, as the case may be, €1,000 in principal amount ofNotes so produced or in respect of which such person is a proxy or arepresentative. 8. Voting Majority Requirements: To be passed at the relevantMeeting, the Extraordinary Resolution requires a majority consisting of not lessthan three-fourths of the votes cast thereon. If passed, the ExtraordinaryResolution shall be binding upon all Noteholders, whether present or not presentat the Meeting at which it is passed and whether or not voting and upon allCouponholders (as defined in the Trust Deed). 9. This Notice is given by J Sainsbury plc. 10. Holders should contact the following for further information: The Joint Dealer Managers at: Morgan Stanley & Co. International Limited 25 Cabot Square Canary Wharf London E14 4QA Tel: +44 (0)20 7677 5040 Fax: +44 (0)20 7056 1997 Email: [email protected] UBS Limited 1 Finsbury Avenue London EC2M 2PP Tel: +44 (0)20 7568 3118 Fax: +44 (0)20 7567 2411 Email: [email protected] The Tender Agent at: The Bank of New York One Canada Square London E14 5AL Tel: + 44 (0)20 7964 7662 Fax: +44 (0)20 7964 6399 Attention: Emma Wilkes The Existing Principal Paying Agent at: Citibank N.A. 5 Carmelite Street London EC4Y 0PA THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE INANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERAUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. £350,000,000 6.00 per cent. Notes due 2032 (the "Notes") issued by J SAINSBURY PLC (incorporated in England and Wales with limited liability) under its £2,500,000,000 Euro Medium Term Note Programme NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Second Scheduleto the Trust Deed (as defined below) constituting the Notes and made between JSainsbury plc and The Law Debenture Trust Corporation p.l.c. (the "Trustee"), ameeting of the holders of the Notes (the "Noteholders") has been convened by JSainsbury plc and will be held at the offices of Clifford Chance, 10 Upper BankStreet, London E14 5JJ on 20 March 2006 at 09:05 a.m. London time (or as soonthereafter as the meeting of the holders of the £314,500,000 5.25 per cent.Notes due 2007 of J Sainsbury plc shall have concluded or been adjourned) forthe purpose of considering and, if thought fit, passing the following resolutionwhich will be proposed as an Extraordinary Resolution in accordance with theprovisions of the Trust Deed. J Sainsbury plc has convened the Meeting for the purpose of enabling Noteholdersto consider the proposals outlined in the Tender Offer and Consent SolicitationMemorandum (the "Memorandum") and resolve, if they think fit, to pass theExtraordinary Resolution proposed in relation to the Notes. Capitalised termsused in this Notice and not otherwise defined herein shall have the meaningsascribed to them in the Memorandum. EXTRAORDINARY RESOLUTION "THAT this meeting of the holders of the outstanding £350,000,000 6.00 per cent.Notes due 2032 (the "Notes") of J Sainsbury plc constituted by a trust deeddated 26 July 2000 (as amended and supplemented from time to time) (the "TrustDeed") made between J Sainsbury plc and The Law Debenture Trust Corporationp.l.c. (the "Trustee") as trustee for the holders of the Notes hereby: (A) assents to the modification of the terms and conditions of theNotes by the addition of a new Condition 5(ee) giving J Sainsbury plc the rightto redeem those Notes in respect of which an Acceptance Notice has not beendelivered pursuant to the relevant Offer (or has been delivered and subsequentlyvalidly revoked) at any time not later than two London business days after theLong Stop Date at an amount per £1,000 of nominal amount of Notes not less thanthe Repurchase Price, plus Accrued Interest, on giving not less than 2 Londonbusiness days' notice (including the day on which such notice is delivered tothe Clearing Systems and the day on which the Notes are to be redeemed) toNoteholders in the form of an announcement of redemption (the "Announcement")through a RIS and a notice via the Clearing Systems. The redemption, inaccordance with the Announcement, is conditional upon J Sainsbury plc havingnotified Noteholders on the Confirmation Date that it intends to proceed tosettle the Offer in respect of the Notes. If this condition is not satisfied onor before the expiry of the notice period specified in the Announcement, theredemption of the Notes shall become incapable of becoming unconditional and noredemption of the Notes shall occur pursuant to new Condition 5(ee); (B) authorises, directs, requests and empowers the Trustee: (i) to concur in and execute a Supplemental Trust Deed toeffect the modifications referred to in paragraph (A) of this ExtraordinaryResolution in the form of the draft produced to this meeting and signed by thechairman of the meeting for the purposes of identification, with suchamendments, if any, requested by J Sainsbury plc and approved by the Trustee inits sole discretion or required by the Trustee (and agreed by J Sainsbury plc);and (ii) to concur in, approve, and execute and do all such deeds,instruments, acts and things that may be necessary in the opinion of the Trusteeto carry out and give effect to this Extraordinary Resolution; (C) sanctions and approves every modification, abrogation, variationor compromise of, or arrangement in respect of, the rights of Noteholdersnecessary to give effect to this Extraordinary Resolution and to the Proposals(whether or not the rights arise under the Trust Deed) and assents to everymodification, variation or abrogation of the Conditions (as defined in the TrustDeed) of the Notes and/or the provisions contained in the Trust Deed involved inor inherent in or effected by the implementation of this ExtraordinaryResolution and the Proposals; (D) authorises and requests the Trustee to concur in taking allsteps considered by it in its sole discretion to be necessary, desirable orexpedient to carry out and give effect to this Extraordinary Resolution; (E) discharges and exonerates the Trustee from any liability inrespect of any act or omission for which it may have become responsible underthe Trust Deed and/or the Notes in connection with this ExtraordinaryResolution; and (F) acknowledges that capitalised terms used in this ExtraordinaryResolution have the same meanings as those defined in the Tender Offer andConsent Solicitation Memorandum published by J Sainsbury plc on 24 February2006, unless the context otherwise requires." The substantive terms of the Proposals and the Extraordinary Resolution have notbeen formulated by the Trustee who expresses no view on whether Noteholderswould be acting in Noteholders' best interests in approving them, and nothing inthis notice should be construed as a recommendation to Noteholders from theTrustee to vote in favour of, or against, the Extraordinary Resolution. The Trustee has not been involved in the formulation of the Proposals outlinedin the Memorandum and, in accordance with normal practice, expresses no opinionon the merits of those Proposals or on the applicable Extraordinary Resolution.Noteholders should take their own independent financial advice on the merits andon the consequences of voting in favour of the applicable ExtraordinaryResolution, including any tax consequences. However, on the basis of the information contained in the Memorandum, theTrustee has authorised J Sainsbury plc to state that the Trustee has noobjection to the Extraordinary Resolution being put to Noteholders for theirconsideration. Noteholders are further given notice that J Sainsbury plc has also commenced anOffer for the repurchase of the Notes, as more fully described in theMemorandum. General Copies of the Memorandum are available for collection by Noteholders at thespecified office of any of the Existing Paying Agents and the specified officeof the Joint Dealer Managers, on and after the date of this Notice and will beavailable at the Meeting. A Noteholder will be required to produce evidencesatisfactory to the relevant Existing Paying Agent or the Joint Dealer Managersas to his status as a Noteholder before being permitted to collect a copy of theMemorandum. Copies of (i) the Trust Deed relating to the Notes, the Notice andthe Memorandum; and (ii) the current draft of the Supplemental Trust Deed are,on and from 24 February 2006, available for inspection by the Noteholders at thespecified office of the Joint Dealer Managers and each Existing Paying Agentduring normal business hours on any weekday (Saturdays, Sundays and publicholidays excepted) up to and including the Expiration Date. Revised versions ofthe documents described in (ii) above will be available as aforesaid (marked toindicate changes to the draft made available at 24 February 2006) no later thantwo London business days before the date of the Meeting and at the Meeting. Anysuch revised document made available as aforesaid will supersede the previousdraft of such document and Noteholders will be deemed to have notice of anychanges. The attention of Noteholders is particularly drawn to the quorum required forthe Meeting and for any adjourned meeting thereof which is set out in paragraph4 of "Voting and Quorum" below. Having regard to such requirements, Noteholdersare strongly urged either to attend the Meeting or to take steps to berepresented at the Meeting, as referred to below, as soon as possible. Voting and Quorum Noteholders who have submitted and not withdrawn a valid Acceptance Notice or avalid Voting Instruction need take no further action to be represented at theMeeting. Noteholders who have not submitted or have submitted and subsequentlywithdrawn an Acceptance Notice or a Voting Instruction should take note of theprovisions set out below detailing how such Noteholders can attend or take stepsto be represented at the Meeting. 1. Noteholder attendance: A Noteholder wishing to attend andvote at the Meeting in person must produce at such Meeting a valid votingcertificate or valid voting certificates issued by an Existing Paying Agentrelating to such Notes in respect of which he or she wishes to vote. 2. Appointment of Proxies: A Noteholder not wishing to attendand vote at the Meeting in person may give a voting instruction instructing therelevant Existing Paying Agent to appoint a proxy to attend and vote at suchMeeting in accordance with his or her instructions. 3. Deposit of Notes. Voting Certificates and Block VotingInstructions: The Notes may, not less than 48 hours (including all or part oftwo days upon which banks are open for business in London (disregarding for thispurpose the day upon which the Meeting is to be held)) ("48 hours") before thetime fixed for the Meeting or any adjourned Meeting thereof, be deposited withany Existing Paying Agent or (to its satisfaction) held to its order for thepurpose of: (i) obtaining voting certificates from such Existing PayingAgent; or (ii) such Existing Paying Agent completing a block votinginstruction in respect of such Notes appointing a proxy to attend and vote atthe Meeting or any adjourned Meeting in accordance with the instructions of thatNoteholder. A Noteholder will need to give voting instructions (such votinginstructions being neither revocable nor capable of amendment by the Noteholderduring the period commencing 48 hours prior to the time for which the Meeting orany adjourned Meeting is convened) in accordance with the procedures ofEuroclear and/or Clearstream, Luxembourg, or on a voting instruction formobtainable from the specified office of the relevant Existing Paying Agent, toany Existing Paying Agent, not less than 48 hours before the time fixed for theMeeting or any adjourned Meeting, to enable such Existing Paying Agent tocomplete the block voting instruction. Notes so deposited or held will not be released: (i) Voting Certificates: in the case of Notes in respect of whicha voting certificate has been issued until the first to occur of: (a) the conclusion of the Meeting specified in suchcertificate or any adjourned Meeting thereof or any poll taken on any resolutionproposed thereat (whichever is the later); and (b) the surrender of the certificate to the Existing PayingAgent who issued the certificate; and (ii) Block Voting Instructions: in the case of Notes in respect ofwhich a block voting instruction has been issued until the first to occur of: (a) the conclusion of the Meeting specified in such blockvoting instruction or any adjourned Meeting thereof or any poll taken on anyresolution proposed thereat (whichever is the later); and (b) the surrender to the relevant Existing Paying Agent, notless than 48 hours before the time for which such Meeting or any adjournedMeeting thereof is convened or poll called, of the receipt issued by suchExisting Paying Agent in respect of each such deposited Note which is to bereleased and the giving of notice from the relevant Existing Paying Agent to JSainsbury plc of such surrender. A holder whose Notes are held on behalf of Euroclear and/or Clearstream,Luxembourg who wishes to obtain a voting certificate or procure an ExistingPaying Agent to appoint a proxy to attend and vote at the meeting on his behalfshould not less than 48 hours before the time appointed for the holding of theMeeting and within the relevant time limit appointed by Euroclear and/orClearstream, Luxembourg, as the case may be, request the relevant ClearingSystem to block his Notes in his own account and to hold the same to the orderor under the control of an Existing Paying Agent. A holder whose Notes have been so blocked will thus be able to obtain a votingcertificate from, or procure that a voting instruction is given in accordancewith the procedures of, Euroclear or Clearstream, Luxembourg to an ExistingPaying Agent. Notes so blocked will be released in accordance with theprocedures set out above and in accordance with the procedures of Euroclear and/or Clearstream, Luxembourg, as the case may be. 4. Quorum Requirements: The quorum required at the Meeting shallbe two or more persons present in person holding voting certificates and/orbeing proxies and holding or representing in the aggregate not less thanthree-fourths in principal amount of such Notes for the time being outstandingof such Series of Notes. On any adjourned Meeting, the quorum required shall betwo or more persons present in person holding voting certificates and/or beingproxies and holding or representing in the aggregate not less than 25 per cent.of the principal amount of the Notes for the time being outstanding. 5. Adjournment: If within half an hour after the time appointedfor any such Meeting, a quorum is not present, such meeting shall standadjourned for such period, being not less than 14 days nor more than 42 days,and to such place as may be appointed by the Chairman and approved by theExisting Trustee. At least 14 clear days' notice of any meeting adjournedthrough want of quorum, and such notice shall be given in the same manner as ofthe original meeting. 6. Voting by Show of Hands or Poll: Every question submitted toeach Meeting shall be decided on a show of hands unless a poll is duly demandedby the Chairman or J Sainsbury plc or by one or more persons holding one or morevoting certificates and/or being proxies and/or being representatives andholding or representing in the aggregate not less than 2 per cent. of theprincipal amount of the relevant Series of Notes then outstanding. In the case of equality of votes, the Chairman shall both on a show of hands andon a poll have a casting vote in addition to the vote or votes (if any) to whichhe may be entitled as a holder of a voting certificate and/or as a proxy and/oras a representative. 7. Representation of Vote: On a show of hands every person whois present in person and produces a voting certificate or is a proxy shall haveone vote. On a poll every person who is so present shall have one vote inrespect of each £1,000 or, as the case may be, €1,000 in principal amount ofNotes so produced or in respect of which such person is a proxy or arepresentative. 8. Voting Majority Requirements: To be passed at the relevantMeeting, the Extraordinary Resolution requires a majority consisting of not lessthan three-fourths of the votes cast thereon. If passed, the ExtraordinaryResolution shall be binding upon all Noteholders, whether present or not presentat the Meeting at which it is passed and whether or not voting and upon allCouponholders (as defined in the Trust Deed). 9. This Notice is given by J Sainsbury plc. 10. Holders should contact the following for further information: The Joint Dealer Managers at: Morgan Stanley & Co. International Limited 25 Cabot Square Canary Wharf London E14 4QA Tel: +44 (0)20 7677 5040 Fax: +44 (0)20 7056 1997 Email: [email protected] UBS Limited 1 Finsbury Avenue London EC2M 2PP Tel: +44 (0)20 7568 3118 Fax: +44 (0)20 7567 2411 Email: [email protected] The Tender Agent at: The Bank of New York One Canada Square London E14 5AL Tel: + 44 (0)20 7964 7662 Fax: +44 (0)20 7964 6399 Attention: Emma Wilkes The Existing Principal Paying Agent at: Citibank N.A. 5 Carmelite Street London EC4Y 0PA THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE INANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERAUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. £250,000,000 6.125 per cent. Notes due 2017 (the "Notes") issued by J SAINSBURY PLC (incorporated in England and Wales with limited liability) under its £2,500,000,000 Euro Medium Term Note Programme NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Second Scheduleto the Trust Deed (as defined below) constituting the Notes and made between JSainsbury plc and The Law Debenture Trust Corporation p.l.c. (the "Trustee"), ameeting of the holders of the Notes (the "Noteholders") has been convened by JSainsbury plc and will be held at the offices of Clifford Chance, 10 Upper BankStreet, London E14 5JJ on 20 March 2006 at 09:10 a.m. London time (or as soonthereafter as the meeting of the holders of the £350,000,000 6.00 per cent.Notes due 2032 of J Sainsbury plc shall have concluded or been adjourned) forthe purpose of considering and, if thought fit, passing the following resolutionwhich will be proposed as an Extraordinary Resolution in accordance with theprovisions of the Trust Deed. J Sainsbury plc has convened the Meeting for the purpose of enabling Noteholdersto consider the proposals outlined in the Tender Offer and Consent SolicitationMemorandum (the "Memorandum") and resolve, if they think fit, to pass theExtraordinary Resolution proposed in relation to the Notes. Capitalised termsused in this Notice and not otherwise defined herein shall have the meaningsascribed to them in the Memorandum. EXTRAORDINARY RESOLUTION "THAT this meeting of the holders of the outstanding £250,000,000 6.125 percent. Notes due 2017 (the "Notes") of J Sainsbury plc constituted by a trustdeed dated 26 July 2000 (as amended and supplemented from time to time) (the"Trust Deed") made between J Sainsbury plc and The Law Debenture TrustCorporation p.l.c. (the "Trustee") as trustee for the holders of the Noteshereby: (A) assents to the modification of the terms and conditions of theNotes by the addition of a new Condition 5(ee) giving J Sainsbury plc the rightto redeem those Notes in respect of which an Acceptance Notice has not beendelivered pursuant to the relevant Offer (or has been delivered and subsequentlyvalidly revoked) at any time not later than two London business days after theLong Stop Date at an amount per £1,000 of nominal amount of Notes not less thanthe Repurchase Price, plus Accrued Interest, on giving not less than 2 Londonbusiness days' notice (including the day on which such notice is delivered tothe Clearing Systems and the day on which the Notes are to be redeemed) toNoteholders in the form of an announcement of redemption (the "Announcement")through a RIS and a notice via the Clearing Systems. The redemption, inaccordance with the Announcement, is conditional upon J Sainsbury plc havingnotified Noteholders on the Confirmation Date that it intends to proceed tosettle the Offer in respect of the Notes. If this condition is not satisfied onor before the expiry of the notice period specified in the Announcement, theredemption of the Notes shall become incapable of becoming unconditional and noredemption of the Notes shall occur pursuant to new Condition 5(ee); (B) authorises, directs, requests and empowers the Trustee: (i) to concur in and execute a Supplemental Trust Deed toeffect the modifications referred to in paragraph (A) of this ExtraordinaryResolution in the form of the draft produced to this meeting and signed by thechairman of the meeting for the purposes of identification, with suchamendments, if any, requested by J Sainsbury plc and approved by the Trustee inits sole discretion or required by the Trustee (and agreed by J Sainsbury plc);and (ii) to concur in, approve, and execute and do all such deeds,instruments, acts and things that may be necessary in the opinion of the Trusteeto carry out and give effect to this Extraordinary Resolution; (C) sanctions and approves every modification, abrogation, variationor compromise of, or arrangement in respect of, the rights of Noteholdersnecessary to give effect to this Extraordinary Resolution and to the Proposals(whether or not the rights arise under the Trust Deed) and assents to everymodification, variation or abrogation of the Conditions (as defined in the TrustDeed) of the Notes and/or the provisions contained in the Trust Deed involved inor inherent in or effected by the implementation of this ExtraordinaryResolution and the Proposals; (D) authorises and requests the Trustee to concur in taking allsteps considered by it in its sole discretion to be necessary, desirable orexpedient to carry out and give effect to this Extraordinary Resolution; (E) discharges and exonerates the Trustee from any liability inrespect of any act or omission for which it may have become responsible underthe Trust Deed and/or the Notes in connection with this ExtraordinaryResolution; and (F) acknowledges that capitalised terms used in this ExtraordinaryResolution have the same meanings as those defined in the Tender Offer andConsent Solicitation Memorandum published by J Sainsbury plc on 24 February2006, unless the context otherwise requires." The substantive terms of the Proposals and the Extraordinary Resolution have notbeen formulated by the Trustee who expresses no view on whether Noteholderswould be acting in Noteholders' best interests in approving them, and nothing inthis notice should be construed as a recommendation to Noteholders from theTrustee to vote in favour of, or against, the Extraordinary Resolution. The Trustee has not been involved in the formulation of the Proposals outlinedin the Memorandum and, in accordance with normal practice, expresses no opinionon the merits of those Proposals or on the applicable Extraordinary Resolution.Noteholders should take their own independent financial advice on the merits andon the consequences of voting in favour of the applicable ExtraordinaryResolution, including any tax consequences. However, on the basis of the information contained in the Memorandum, theTrustee has authorised J Sainsbury plc to state that the Trustee has noobjection to the Extraordinary Resolution being put to Noteholders for theirconsideration. Noteholders are further given notice that J Sainsbury plc has also commenced anOffer for the repurchase of the Notes, as more fully described in theMemorandum. General Copies of the Memorandum are available for collection by Noteholders at thespecified office of any of the Existing Paying Agents and the specified officeof the Joint Dealer Managers, on and after the date of this Notice and will beavailable at the Meeting. A Noteholder will be required to produce evidencesatisfactory to the relevant Existing Paying Agent or the Joint Dealer Managersas to his status as a Noteholder before being permitted to collect a copy of theMemorandum. Copies of (i) the Trust Deed relating to the Notes, the Notice andthe Memorandum; and (ii) the current draft of the Supplemental Trust Deed are,on and from 24 February 2006, available for inspection by the Noteholders at thespecified office of the Joint Dealer Managers and each Existing Paying Agentduring normal business hours on any weekday (Saturdays, Sundays and publicholidays excepted) up to and including the Expiration Date. Revised versions ofthe documents described in (ii) above will be available as aforesaid (marked toindicate changes to the draft made available at 24 February 2006) no later thantwo London business days before the date of the Meeting and at the Meeting. Anysuch revised document made available as aforesaid will supersede the previousdraft of such document and Noteholders will be deemed to have notice of anychanges. The attention of Noteholders is particularly drawn to the quorum required forthe Meeting and for any adjourned meeting thereof which is set out in paragraph4 of "Voting and Quorum" below. Having regard to such requirements, Noteholdersare strongly urged either to attend the Meeting or to take steps to berepresented at the Meeting, as referred to below, as soon as possible. Voting and Quorum Noteholders who have submitted and not withdrawn a valid Acceptance Notice or avalid Voting Instruction need take no further action to be represented at theMeeting. Noteholders who have not submitted or have submitted and subsequentlywithdrawn an Acceptance Notice or a Voting Instruction should take note of theprovisions set out below detailing how such Noteholders can attend or take stepsto be represented at the Meeting. 1. Noteholder attendance: A Noteholder wishing to attend andvote at the Meeting in person must produce at such Meeting a valid votingcertificate or valid voting certificates issued by an Existing Paying Agentrelating to such Notes in respect of which he or she wishes to vote. 2. Appointment of Proxies: A Noteholder not wishing to attendand vote at the Meeting in person may give a voting instruction instructing therelevant Existing Paying Agent to appoint a proxy to attend and vote at suchMeeting in accordance with his or her instructions. 3. Deposit of Notes. Voting Certificates and Block VotingInstructions: The Notes may, not less than 48 hours (including all or part oftwo days upon which banks are open for business in London (disregarding for thispurpose the day upon which the Meeting is to be held)) ("48 hours") before thetime fixed for the Meeting or any adjourned Meeting thereof, be deposited withany Existing Paying Agent or (to its satisfaction) held to its order for thepurpose of: (i) obtaining voting certificates from such Existing PayingAgent; or (ii) such Existing Paying Agent completing a block votinginstruction in respect of such Notes appointing a proxy to attend and vote atthe Meeting or any adjourned Meeting in accordance with the instructions of thatNoteholder. A Noteholder will need to give voting instructions (such votinginstructions being neither revocable nor capable of amendment by the Noteholderduring the period commencing 48 hours prior to the time for which the Meeting orany adjourned Meeting is convened) in accordance with the procedures ofEuroclear and/or Clearstream, Luxembourg, or on a voting instruction formobtainable from the specified office of the relevant Existing Paying Agent, toany Existing Paying Agent, not less than 48 hours before the time fixed for theMeeting or any adjourned Meeting, to enable such Existing Paying Agent tocomplete the block voting instruction. Notes so deposited or held will not be released: (i) Voting Certificates: in the case of Notes in respect of whicha voting certificate has been issued until the first to occur of: (a) the conclusion of the Meeting specified in suchcertificate or any adjourned Meeting thereof or any poll taken on any resolutionproposed thereat (whichever is the later); and (b) the surrender of the certificate to the Existing PayingAgent who issued the certificate; and (ii) Block Voting Instructions: in the case of Notes in respect ofwhich a block voting instruction has been issued until the first to occur of: (a) the conclusion of the Meeting specified in such blockvoting instruction or any adjourned Meeting thereof or any poll taken on anyresolution proposed thereat (whichever is the later); and (b) the surrender to the relevant Existing Paying Agent, notless than 48 hours before the time for which such Meeting or any adjournedMeeting thereof is convened or poll called, of the receipt issued by suchExisting Paying Agent in respect of each such deposited Note which is to bereleased and the giving of notice from the relevant Existing Paying Agent to JSainsbury plc of such surrender. A holder whose Notes are held on behalf of Euroclear and/or Clearstream,Luxembourg who wishes to obtain a voting certificate or procure an ExistingPaying Agent to appoint a proxy to attend and vote at the meeting on his behalfshould not less than 48 hours before the time appointed for the holding of theMeeting and within the relevant time limit appointed by Euroclear and/orClearstream, Luxembourg, as the case may be, request the relevant ClearingSystem to block his Notes in his own account and to hold the same to the orderor under the control of an Existing Paying Agent. A holder whose Notes have been so blocked will thus be able to obtain a votingcertificate from, or procure that a voting instruction is given in accordancewith the procedures of, Euroclear or Clearstream, Luxembourg to an ExistingPaying Agent. Notes so blocked will be released in accordance with theprocedures set out above and in accordance with the procedures of Euroclear and/or Clearstream, Luxembourg, as the case may be. 4. Quorum Requirements: The quorum required at the Meeting shallbe two or more persons present in person holding voting certificates and/orbeing proxies and holding or representing in the aggregate not less thanthree-fourths in principal amount of such Notes for the time being outstandingof such Series of Notes. On any adjourned Meeting, the quorum required shall betwo or more persons present in person holding voting certificates and/or beingproxies and holding or representing in the aggregate not less than 25 per cent.of the principal amount of the Notes for the time being outstanding. 5. Adjournment: If within half an hour after the time appointedfor any such Meeting, a quorum is not present, such meeting shall standadjourned for such period, being not less than 14 days nor more than 42 days,and to such place as may be appointed by the Chairman and approved by theExisting Trustee. At least 14 clear days' notice of any meeting adjournedthrough want of quorum, and such notice shall be given in the same manner as ofthe original meeting. 6. Voting by Show of Hands or Poll: Every question submitted toeach Meeting shall be decided on a show of hands unless a poll is duly demandedby the Chairman or J Sainsbury plc or by one or more persons holding one or morevoting certificates and/or being proxies and/ or being representatives andholding or representing in the aggregate not less than 2 per cent. of theprincipal amount of the relevant Series of Notes then outstanding. In the case of equality of votes, the Chairman shall both on a show of hands andon a poll have a casting vote in addition to the vote or votes (if any) to whichhe may be entitled as a holder of a voting certificate and/or as a proxy and/oras a representative. 7. Representation of Vote: On a show of hands every person whois present in person and produces a voting certificate or is a proxy shall haveone vote. On a poll every person who is so present shall have one vote inrespect of each £1,000 or, as the case may be, €1,000 in principal amount ofNotes so produced or in respect of which such person is a proxy or arepresentative. 8. Voting Majority Requirements: To be passed at the relevantMeeting, the Extraordinary Resolution requires a majority consisting of not lessthan three-fourths of the votes cast thereon. If passed, the ExtraordinaryResolution shall be binding upon all Noteholders, whether present or not presentat the Meeting at which it is passed and whether or not voting and upon allCouponholders (as defined in the Trust Deed). 9. This Notice is given by J Sainsbury plc. 10. Holders should contact the following for further information: The Joint Dealer Managers at: Morgan Stanley & Co. International Limited 25 Cabot Square Canary Wharf London E14 4QA Tel: +44 (0)20 7677 5040 Fax: +44 (0)20 7056 1997 Email: [email protected] UBS Limited 1 Finsbury Avenue London EC2M 2PP Tel: +44 (0)20 7568 3118 Fax: +44 (0)20 7567 2411 Email: [email protected] The Tender Agent at: The Bank of New York One Canada Square London E14 5AL Tel: + 44 (0)20 7964 7662 Fax: +44 (0)20 7964 6399 Attention: Emma Wilkes The Existing Principal Paying Agent at: Citibank N.A. 5 Carmelite Street London EC4Y 0PA THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE INANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERAUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. €800,000,000 5.625 per cent. Notes due 2008 (the "Notes") issued by J SAINSBURY PLC (incorporated in England and Wales with limited liability) under its £2,500,000,000 Euro Medium Term Note Programme NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Second Scheduleto the Trust Deed (as defined below) constituting the Notes and made between JSainsbury plc and The Law Debenture Trust Corporation p.l.c. (the "Trustee"), ameeting of the holders of the Notes (the "Noteholders") has been convened by JSainsbury plc and will be held at the offices of Clifford Chance, 10 Upper BankStreet, London E14 5JJ on 20 March 2006 at 09:15 a.m. London time (or as soonthereafter as the meeting of the holders of the £250,000,000 6.125 per cent.Notes due 2017 of J Sainsbury plc shall have concluded or been adjourned) forthe purpose of considering and, if thought fit, passing the following resolutionwhich will be proposed as an Extraordinary Resolution in accordance with theprovisions of the Trust Deed. J Sainsbury plc has convened the Meeting for the purpose of enabling Noteholdersto consider the proposals outlined in the Tender Offer and Consent SolicitationMemorandum (the "Memorandum") and resolve, if they think fit, to pass theExtraordinary Resolution proposed in relation to the Notes. Capitalised termsused in this Notice and not otherwise defined herein shall have the meaningsascribed to them in the Memorandum. EXTRAORDINARY RESOLUTION "THAT this meeting of the holders of the outstanding €800,000,000 5.625 percent. Notes due 2008 (the "Notes") of J Sainsbury plc constituted by a trustdeed dated 26 July 2000 (as amended and supplemented from time to time) (the"Trust Deed") made between J Sainsbury plc and The Law Debenture TrustCorporation p.l.c. (the "Trustee") as trustee for the holders of the Noteshereby: (A) assents to the modification of the terms and conditions of theNotes by the addition of a new Condition 5(ee) giving J Sainsbury plc the rightto redeem those Notes in respect of which an Acceptance Notice has not beendelivered pursuant to the relevant Offer (or has been delivered and subsequentlyvalidly revoked) at any time not later than two London business days after theLong Stop Date at an amount per €1,000 of nominal amount of Notes not less thanthe Repurchase Price, plus Accrued Interest, on giving not less than 2 Londonbusiness days' notice (including the day on which such notice is delivered tothe Clearing Systems and the day on which the Notes are to be redeemed) toNoteholders in the form of an announcement of redemption (the "Announcement")through a RIS and a notice via the Clearing Systems. The redemption, inaccordance with the Announcement, is conditional upon J Sainsbury plc havingnotified Noteholders on the Confirmation Date that it intends to proceed tosettle the Offer in respect of the Notes. If this condition is not satisfied onor before the expiry of the notice period specified in the Announcement, theredemption of the Notes shall become incapable of becoming unconditional and noredemption of the Notes shall occur pursuant to new Condition 5(ee); (B) authorises, directs, requests and empowers the Trustee: (i) to concur in and execute a Supplemental Trust Deed toeffect the modifications referred to in paragraph (A) of this ExtraordinaryResolution in the form of the draft produced to this meeting and signed by thechairman of the meeting for the purposes of identification, with suchamendments, if any, requested by J Sainsbury plc and approved by the Trustee inits sole discretion or required by the Trustee (and agreed by J Sainsbury plc);and (ii) to concur in, approve, and execute and do all such deeds,instruments, acts and things that may be necessary in the opinion of the Trusteeto carry out and give effect to this Extraordinary Resolution; (C) sanctions and approves every modification, abrogation, variationor compromise of, or arrangement in respect of, the rights of Noteholdersnecessary to give effect to this Extraordinary Resolution and to the Proposals(whether or not the rights arise under the Trust Deed) and assents to everymodification, variation or abrogation of the Conditions (as defined in the TrustDeed) of the Notes and/or the provisions contained in the Trust Deed involved inor inherent in or effected by the implementation of this ExtraordinaryResolution and the Proposals; (D) authorises and requests the Trustee to concur in taking allsteps considered by it in its sole discretion to be necessary, desirable orexpedient to carry out and give effect to this Extraordinary Resolution; (E) discharges and exonerates the Trustee from any liability inrespect of any act or omission for which it may have become responsible underthe Trust Deed and/or the Notes in connection with this ExtraordinaryResolution; and (F) acknowledges that capitalised terms used in this ExtraordinaryResolution have the same meanings as those defined in the Tender Offer andConsent Solicitation Memorandum published by J Sainsbury plc on 24 February2006, unless the context otherwise requires." The substantive terms of the Proposals and the Extraordinary Resolution have notbeen formulated by the Trustee who expresses no view on whether Noteholderswould be acting in Noteholders' best interests in approving them, and nothing inthis notice should be construed as a recommendation to Noteholders from theTrustee to vote in favour of, or against, the Extraordinary Resolution. The Trustee has not been involved in the formulation of the Proposals outlinedin the Memorandum and, in accordance with normal practice, expresses no opinionon the merits of those Proposals or on the applicable Extraordinary Resolution.Noteholders should take their own independent financial advice on the merits andon the consequences of voting in favour of the applicable ExtraordinaryResolution, including any tax consequences. However, on the basis of the information contained in the Memorandum, theTrustee has authorised J Sainsbury plc to state that the Trustee has noobjection to the Extraordinary Resolution being put to Noteholders for theirconsideration. Noteholders are further given notice that J Sainsbury plc has also commenced anOffer for the repurchase of the Notes, as more fully described in theMemorandum. General Copies of the Memorandum are available for collection by Noteholders at thespecified office of any of the Existing Paying Agents and the specified officeof the Joint Dealer Managers, on and after the date of this Notice and will beavailable at the Meeting. A Noteholder will be required to produce evidencesatisfactory to the relevant Existing Paying Agent or the Joint Dealer Managersas to his status as a Noteholder before being permitted to collect a copy of theMemorandum. Copies of (i) the Trust Deed relating to the Notes, the Notice andthe Memorandum; and (ii) the current draft of the Supplemental Trust Deed are,on and from 24 February 2006, available for inspection by the Noteholders at thespecified office of the Joint Dealer Managers and each Existing Paying Agentduring normal business hours on any weekday (Saturdays, Sundays and publicholidays excepted) up to and including the Expiration Date. Revised versions ofthe documents described in (ii) above will be available as aforesaid (marked toindicate changes to the draft made available at 24 February 2006) no later thantwo London business days before the date of the Meeting and at the Meeting. Anysuch revised document made available as aforesaid will supersede the previousdraft of such document and Noteholders will be deemed to have notice of anychanges. The attention of Noteholders is particularly drawn to the quorum required forthe Meeting and for any adjourned meeting thereof which is set out in paragraph4 of "Voting and Quorum" below. Having regard to such requirements, Noteholdersare strongly urged either to attend the Meeting or to take steps to berepresented at the Meeting, as referred to below, as soon as possible. Voting and Quorum Noteholders who have submitted and not withdrawn a valid Acceptance Notice or avalid Voting Instruction need take no further action to be represented at theMeeting. Noteholders who have not submitted or have submitted and subsequentlywithdrawn an Acceptance Notice or a Voting Instruction should take note of theprovisions set out below detailing how such Noteholders can attend or take stepsto be represented at the Meeting. 1. Noteholder attendance: A Noteholder wishing to attend andvote at the Meeting in person must produce at such Meeting a valid votingcertificate or valid voting certificates issued by an Existing Paying Agentrelating to such Notes in respect of which he or she wishes to vote. 2. Appointment of Proxies: A Noteholder not wishing to attendand vote at the Meeting in person may give a voting instruction instructing therelevant Existing Paying Agent to appoint a proxy to attend and vote at suchMeeting in accordance with his or her instructions. 3. Deposit of Notes. Voting Certificates and Block VotingInstructions: The Notes may, not less than 48 hours (including all or part oftwo days upon which banks are open for business in London (disregarding for thispurpose the day upon which the Meeting is to be held)) ("48 hours") before thetime fixed for the Meeting or any adjourned Meeting thereof, be deposited withany Existing Paying Agent or (to its satisfaction) held to its order for thepurpose of: (i) obtaining voting certificates from such Existing PayingAgent; or (ii) such Existing Paying Agent completing a block votinginstruction in respect of such Notes appointing a proxy to attend and vote atthe Meeting or any adjourned Meeting in accordance with the instructions of thatNoteholder. A Noteholder will need to give voting instructions (such votinginstructions being neither revocable nor capable of amendment by the Noteholderduring the period commencing 48 hours prior to the time for which the Meeting orany adjourned Meeting is convened) in accordance with the procedures ofEuroclear and/or Clearstream, Luxembourg, or on a voting instruction formobtainable from the specified office of the relevant Existing Paying Agent, toany Existing Paying Agent, not less than 48 hours before the time fixed for theMeeting or any adjourned Meeting, to enable such Existing Paying Agent tocomplete the block voting instruction. Notes so deposited or held will not be released: (i) Voting Certificates: in the case of Notes in respect of whicha voting certificate has been issued until the first to occur of: (a) the conclusion of the Meeting specified in suchcertificate or any adjourned Meeting thereof or any poll taken on any resolutionproposed thereat (whichever is the later); and (b) the surrender of the certificate to the Existing PayingAgent who issued the certificate; and (ii) Block Voting Instructions: in the case of Notes in respect ofwhich a block voting instruction has been issued until the first to occur of: (a) the conclusion of the Meeting specified in such blockvoting instruction or any adjourned Meeting thereof or any poll taken on anyresolution proposed thereat (whichever is the later); and (b) the surrender to the relevant Existing Paying Agent, notless than 48 hours before the time for which such Meeting or any adjournedMeeting thereof is convened or poll called, of the receipt issued by suchExisting Paying Agent in respect of each such deposited Note which is to bereleased and the giving of notice from the relevant Existing Paying Agent to JSainsbury plc of such surrender. A holder whose Notes are held on behalf of Euroclear and/or Clearstream,Luxembourg who wishes to obtain a voting certificate or procure an ExistingPaying Agent to appoint a proxy to attend and vote at the meeting on his behalfshould not less than 48 hours before the time appointed for the holding of theMeeting and within the relevant time limit appointed by Euroclear and/orClearstream, Luxembourg, as the case may be, request the relevant ClearingSystem to block his Notes in his own account and to hold the same to the orderor under the control of an Existing Paying Agent. A holder whose Notes have been so blocked will thus be able to obtain a votingcertificate from, or procure that a voting instruction is given in accordancewith the procedures of, Euroclear or Clearstream, Luxembourg to an ExistingPaying Agent. Notes so blocked will be released in accordance with theprocedures set out above and in accordance with the procedures of Euroclear and/or Clearstream, Luxembourg, as the case may be. 4. Quorum Requirements: The quorum required at the Meeting shallbe two or more persons present in person holding voting certificates and/orbeing proxies and holding or representing in the aggregate not less thanthree-fourths in principal amount of such Notes for the time being outstandingof such Series of Notes. On any adjourned Meeting, the quorum required shall betwo or more persons present in person holding voting certificates and/or beingproxies and holding or representing in the aggregate not less than 25 per cent.of the principal amount of the Notes for the time being outstanding. 5. Adjournment: If within half an hour after the time appointedfor any such Meeting, a quorum is not present, such meeting shall standadjourned for such period, being not less than 14 days nor more than 42 days,and to such place as may be appointed by the Chairman and approved by theExisting Trustee. At least 14 clear days' notice of any meeting adjournedthrough want of quorum, and such notice shall be given in the same manner as ofthe original meeting. 6. Voting by Show of Hands or Poll: Every question submitted toeach Meeting shall be decided on a show of hands unless a poll is duly demandedby the Chairman or J Sainsbury plc or by one or more persons holding one or morevoting certificates and/or being proxies and/ or being representatives andholding or representing in the aggregate not less than 2 per cent. of theprincipal amount of the relevant Series of Notes then outstanding. In the case of equality of votes, the Chairman shall both on a show of hands andon a poll have a casting vote in addition to the vote or votes (if any) to whichhe may be entitled as a holder of a voting certificate and/or as a proxy and/oras a representative. 7. Representation of Vote: On a show of hands every person whois present in person and produces a voting certificate or is a proxy shall haveone vote. On a poll every person who is so present shall have one vote inrespect of each £1,000 or, as the case may be, €1,000 in principal amount ofNotes so produced or in respect of which such person is a proxy or arepresentative. 8. Voting Majority Requirements: To be passed at the relevantMeeting, the Extraordinary Resolution requires a majority consisting of not lessthan three-fourths of the votes cast thereon. If passed, the ExtraordinaryResolution shall be binding upon all Noteholders, whether present or not presentat the Meeting at which it is passed and whether or not voting and upon allCouponholders (as defined in the Trust Deed). 9. This Notice is given by J Sainsbury plc. 10. Holders should contact the following for further information: The Joint Dealer Managers at: Morgan Stanley & Co. International Limited 25 Cabot Square Canary Wharf London E14 4QA Tel: +44 (0)20 7677 5040 Fax: +44 (0)20 7056 1997 Email: [email protected] UBS Limited 1 Finsbury Avenue London EC2M 2PP Tel: +44 (0)20 7568 3118 Fax: +44 (0)20 7567 2411 Email: [email protected] The Tender Agent at: The Bank of New York One Canada Square London E14 5AL Tel: + 44 (0)20 7964 7662 Fax: +44 (0)20 7964 6399 Attention: Emma Wilkes The Existing Principal Paying Agent at: Citibank N.A. 5 Carmelite Street London EC4Y 0PA THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE INANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOURSTOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERAUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. £300,000,000 6.50 per cent. Notes due 2012 (the "Notes") issued by J SAINSBURY PLC (incorporated in England and Wales with limited liability) under its £2,500,000,000 Euro Medium Term Note Programme NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Second Scheduleto the Trust Deed (as defined below) constituting the Notes and made between JSainsbury plc and The Law Debenture Trust Corporation p.l.c. (the "Trustee"), ameeting of the holders of the Notes (the "Noteholders") has been convened by JSainsbury plc and will be held at the offices of Clifford Chance, 10 Upper BankStreet, London E14 5JJ on 20 March 2006 at 09:20 a.m. London time (or as soonthereafter as the meeting of the holders of the €800,000,000 5.625 per cent.Notes due 2008 of J Sainsbury plc shall have concluded or been adjourned) forthe purpose of considering and, if thought fit, passing the following resolutionwhich will be proposed as an Extraordinary Resolution in accordance with theprovisions of the Trust Deed. J Sainsbury plc has convened the Meeting for the purpose of enabling Noteholdersto consider the proposals outlined in the Tender Offer and Consent SolicitationMemorandum (the "Memorandum") and resolve, if they think fit, to pass theExtraordinary Resolution proposed in relation to the Notes. Capitalised termsused in this Notice and not otherwise defined herein shall have the meaningsascribed to them in the Memorandum. EXTRAORDINARY RESOLUTION "THAT this meeting of the holders of the outstanding £300,000,000 6.50 per cent.Notes due 2012 (the "Notes") of J Sainsbury plc constituted by a trust deeddated 26 July 2000 (as amended and supplemented from time to time) (the "TrustDeed") made between J Sainsbury plc and The Law Debenture Trust Corporationp.l.c. (the "Trustee") as trustee for the holders of the Notes hereby: (A) assents to the modification of the terms and conditions of theNotes by the addition of a new Condition 5(ee) giving J Sainsbury plc the rightto redeem those Notes in respect of which an Acceptance Notice has not beendelivered pursuant to the relevant Offer (or has been delivered and subsequentlyvalidly revoked) at any time not later than two London business days after theLong Stop Date at an amount per £1,000 of nominal amount of Notes not less thanthe Repurchase Price, plus Accrued Interest, on giving not less than 2 Londonbusiness days' notice (including the day on which such notice is delivered tothe Clearing Systems and the day on which the Notes are to be redeemed) toNoteholders in the form of an announcement of redemption (the "Announcement")through a RIS and a notice via the Clearing Systems. The redemption, inaccordance with the Announcement, is conditional upon J Sainsbury plc havingnotified Noteholders on the Confirmation Date that it intends to proceed tosettle the Offer in respect of the Notes. If this condition is not satisfied onor before the expiry of the notice period specified in the Announcement, theredemption of the Notes shall become incapable of becoming unconditional and noredemption of the Notes shall occur pursuant to new Condition 5(ee); (B) authorises, directs, requests and empowers the Trustee: (i) to concur in and execute a Supplemental Trust Deed toeffect the modifications referred to in paragraph (A) of this ExtraordinaryResolution in the form of the draft produced to this meeting and signed by thechairman of the meeting for the purposes of identification, with suchamendments, if any, requested by J Sainsbury plc and approved by the Trustee inits sole discretion or required by the Trustee (and agreed by J Sainsbury plc);and (ii) to concur in, approve, and execute and do all such deeds,instruments, acts and things that may be necessary in the opinion of the Trusteeto carry out and give effect to this Extraordinary Resolution; (C) sanctions and approves every modification, abrogation, variationor compromise of, or arrangement in respect of, the rights of Noteholdersnecessary to give effect to this Extraordinary Resolution and to the Proposals(whether or not the rights arise under the Trust Deed) and assents to everymodification, variation or abrogation of the Conditions (as defined in the TrustDeed) of the Notes and/or the provisions contained in the Trust Deed involved inor inherent in or effected by the implementation of this ExtraordinaryResolution and the Proposals; (D) authorises and requests the Trustee to concur in taking allsteps considered by it in its sole discretion to be necessary, desirable orexpedient to carry out and give effect to this Extraordinary Resolution; (E) discharges and exonerates the Trustee from any liability inrespect of any act or omission for which it may have become responsible underthe Trust Deed and/or the Notes in connection with this ExtraordinaryResolution; and (F) acknowledges that capitalised terms used in this ExtraordinaryResolution have the same meanings as those defined in the Tender Offer andConsent Solicitation Memorandum published by J Sainsbury plc on 24 February2006, unless the context otherwise requires." The substantive terms of the Proposals and the Extraordinary Resolution have notbeen formulated by the Trustee who expresses no view on whether Noteholderswould be acting in Noteholders' best interests in approving them, and nothing inthis notice should be construed as a recommendation to Noteholders from theTrustee to vote in favour of, or against, the Extraordinary Resolution. The Trustee has not been involved in the formulation of the Proposals outlinedin the Memorandum and, in accordance with normal practice, expresses no opinionon the merits of those Proposals or on the applicable Extraordinary Resolution.Noteholders should take their own independent financial advice on the merits andon the consequences of voting in favour of the applicable ExtraordinaryResolution, including any tax consequences. However, on the basis of the information contained in the Memorandum, theTrustee has authorised J Sainsbury plc to state that the Trustee has noobjection to the Extraordinary Resolution being put to Noteholders for theirconsideration. Noteholders are further given notice that J Sainsbury plc has also commenced anOffer for the repurchase of the Notes, as more fully described in theMemorandum. General Copies of the Memorandum are available for collection by Noteholders at thespecified office of any of the Existing Paying Agents and the specified officeof the Joint Dealer Managers, on and after the date of this Notice and will beavailable at the Meeting. A Noteholder will be required to produce evidencesatisfactory to the relevant Existing Paying Agent or the Joint Dealer Managersas to his status as a Noteholder before being permitted to collect a copy of theMemorandum. Copies of (i) the Trust Deed relating to the Notes, the Notice andthe Memorandum; and (ii) the current draft of the Supplemental Trust Deed are,on and from 24 February 2006, available for inspection by the Noteholders at thespecified office of the Joint Dealer Managers and each Existing Paying Agentduring normal business hours on any weekday (Saturdays, Sundays and publicholidays excepted) up to and including the Expiration Date. Revised versions ofthe documents described in (ii) above will be available as aforesaid (marked toindicate changes to the draft made available at 24 February 2006) no later thantwo London business days before the date of the Meeting and at the Meeting. Anysuch revised document made available as aforesaid will supersede the previousdraft of such document and Noteholders will be deemed to have notice of anychanges. The attention of Noteholders is particularly drawn to the quorum required forthe Meeting and for any adjourned meeting thereof which is set out in paragraph4 of "Voting and Quorum" below. Having regard to such requirements, Noteholdersare strongly urged either to attend the Meeting or to take steps to berepresented at the Meeting, as referred to below, as soon as possible. Voting and Quorum Noteholders who have submitted and not withdrawn a valid Acceptance Notice or avalid Voting Instruction need take no further action to be represented at theMeeting. Noteholders who have not submitted or have submitted and subsequentlywithdrawn an Acceptance Notice or a Voting Instruction should take note of theprovisions set out below detailing how such Noteholders can attend or take stepsto be represented at the Meeting. 1. Noteholder attendance: A Noteholder wishing to attend andvote at the Meeting in person must produce at such Meeting a valid votingcertificate or valid voting certificates issued by an Existing Paying Agentrelating to such Notes in respect of which he or she wishes to vote. 2. Appointment of Proxies: A Noteholder not wishing to attendand vote at the Meeting in person may give a voting instruction instructing therelevant Existing Paying Agent to appoint a proxy to attend and vote at suchMeeting in accordance with his or her instructions. 3. Deposit of Notes. Voting Certificates and Block VotingInstructions: The Notes may, not less than 48 hours (including all or part oftwo days upon which banks are open for business in London (disregarding for thispurpose the day upon which the Meeting is to be held)) ("48 hours") before thetime fixed for the Meeting or any adjourned Meeting thereof, be deposited withany Existing Paying Agent or (to its satisfaction) held to its order for thepurpose of: (i) obtaining voting certificates from such Existing PayingAgent; or (ii) such Existing Paying Agent completing a block votinginstruction in respect of such Notes appointing a proxy to attend and vote atthe Meeting or any adjourned Meeting in accordance with the instructions of thatNoteholder. A Noteholder will need to give voting instructions (such votinginstructions being neither revocable nor capable of amendment by the Noteholderduring the period commencing 48 hours prior to the time for which the Meeting orany adjourned Meeting is convened) in accordance with the procedures ofEuroclear and/or Clearstream, Luxembourg, or on a voting instruction formobtainable from the specified office of the relevant Existing Paying Agent, toany Existing Paying Agent, not less than 48 hours before the time fixed for theMeeting or any adjourned Meeting, to enable such Existing Paying Agent tocomplete the block voting instruction. Notes so deposited or held will not be released: (i) Voting Certificates: in the case of Notes in respect of whicha voting certificate has been issued until the first to occur of: (a) the conclusion of the Meeting specified in suchcertificate or any adjourned Meeting thereof or any poll taken on any resolutionproposed thereat (whichever is the later); and (b) the surrender of the certificate to the Existing PayingAgent who issued the certificate; and (ii) Block Voting Instructions: in the case of Notes in respect ofwhich a block voting instruction has been issued until the first to occur of: (a) the conclusion of the Meeting specified in such blockvoting instruction or any adjourned Meeting thereof or any poll taken on anyresolution proposed thereat (whichever is the later); and (b) the surrender to the relevant Existing Paying Agent, notless than 48 hours before the time for which such Meeting or any adjournedMeeting thereof is convened or poll called, of the receipt issued by suchExisting Paying Agent in respect of each such deposited Note which is to bereleased and the giving of notice from the relevant Existing Paying Agent to JSainsbury plc of such surrender. A holder whose Notes are held on behalf of Euroclear and/or Clearstream,Luxembourg who wishes to obtain a voting certificate or procure an ExistingPaying Agent to appoint a proxy to attend and vote at the meeting on his behalfshould not less than 48 hours before the time appointed for the holding of theMeeting and within the relevant time limit appointed by Euroclear and/orClearstream, Luxembourg, as the case may be, request the relevant ClearingSystem to block his Notes in his own account and to hold the same to the orderor under the control of an Existing Paying Agent. A holder whose Notes have been so blocked will thus be able to obtain a votingcertificate from, or procure that a voting instruction is given in accordancewith the procedures of, Euroclear or Clearstream, Luxembourg to an ExistingPaying Agent. Notes so blocked will be released in accordance with theprocedures set out above and in accordance with the procedures of Euroclear and/or Clearstream, Luxembourg, as the case may be. 4. Quorum Requirements: The quorum required at the Meeting shallbe two or more persons present in person holding voting certificates and/orbeing proxies and holding or representing in the aggregate not less thanthree-fourths in principal amount of such Notes for the time being outstandingof such Series of Notes. On any adjourned Meeting, the quorum required shall betwo or more persons present in person holding voting certificates and/or beingproxies and holding or representing in the aggregate not less than 25 per cent.of the principal amount of the Notes for the time being outstanding. 5. Adjournment: If within half an hour after the time appointedfor any such Meeting, a quorum is not present, such meeting shall standadjourned for such period, being not less than 14 days nor more than 42 days,and to such place as may be appointed by the Chairman and approved by theExisting Trustee. At least 14 clear days' notice of any meeting adjournedthrough want of quorum, and such notice shall be given in the same manner as ofthe original meeting. 6. Voting by Show of Hands or Poll: Every question submitted toeach Meeting shall be decided on a show of hands unless a poll is duly demandedby the Chairman or J Sainsbury plc or by one or more persons holding one or morevoting certificates and/or being proxies and/ or being representatives andholding or representing in the aggregate not less than 2 per cent. of theprincipal amount of the relevant Series of Notes then outstanding. In the case of equality of votes, the Chairman shall both on a show of hands andon a poll have a casting vote in addition to the vote or votes (if any) to whichhe may be entitled as a holder of a voting certificate and/or as a proxy and/oras a representative. 7. Representation of Vote: On a show of hands every person whois present in person and produces a voting certificate or is a proxy shall haveone vote. On a poll every person who is so present shall have one vote inrespect of each £1,000 or, as the case may be, €1,000 in principal amount ofNotes so produced or in respect of which such person is a proxy or arepresentative. 8. Voting Majority Requirements: To be passed at the relevantMeeting, the Extraordinary Resolution requires a majority consisting of not lessthan three-fourths of the votes cast thereon. If passed, the ExtraordinaryResolution shall be binding upon all Noteholders, whether present or not presentat the Meeting at which it is passed and whether or not voting and upon allCouponholders (as defined in the Trust Deed). 9. This Notice is given by J Sainsbury plc. 10. Holders should contact the following for further information: The Joint Dealer Managers at: Morgan Stanley & Co. International Limited 25 Cabot Square Canary Wharf London E14 4QA Tel: +44 (0)20 7677 5040 Fax: +44 (0)20 7056 1997 Email: [email protected] UBS Limited 1 Finsbury Avenue London EC2M 2PP Tel: +44 (0)20 7568 3118 Fax: +44 (0)20 7567 2411 Email: [email protected] The Tender Agent at: The Bank of New York One Canada Square London E14 5AL Tel: + 44 (0)20 7964 7662 Fax: +44 (0)20 7964 6399 Attention: Emma Wilkes The Existing Principal Paying Agent at: Citibank N.A. 5 Carmelite Street London EC4Y 0PA This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Sainsbury's