John Lewis of Hungerford : AGM Notice

John Lewis of Hungerford plc

Notice of Annual General Meeting

Registered number 01317377

NOTICE OF ANNUAL GENERAL MEETING 2018

Letter from the Chairman

12 November 2018

Dear Shareholder,

I am pleased to invite you to attend the Annual General Meeting of John Lewis of Hungerford plc ("the Company") tobe held at Crowne Plaza London Kensington, 100 Cromwell Road, London, SW7 4ER at 2.00 p.m. on Tuesday 11

December 2018 ("the AGM").

The formal notice of theAGM (the "AGM Notice") is set out below. In addition to the usual items of business, yourBoard of Directors is also seeking shareholder approval of an Unapproved and EMI Share Option Plan("Option Plan")

The Company does not currently operate any form of share options scheme and the Long Term Incentive Plan ("LTIP") that was approved in March 2014 did not vest and awards made under the LTIP have now lapsed. Your Board believes that the proposed Option Plan is critical to strengthenthe Company'sability to attract and retain key staff by ensuring participants receive competitive incentives that align their interests with those of the Company's shareholders. In this respect the proposed Option Plan will be inclusive of all staff, unlike the LTIP noted above that was restricted to several senior members of staff.

The Option Plan is being proposed at an important time for the Company and is accordingly ambitious. In order for the Option Plan to serve as a meaningful incentive to participants the number of awards will be capped at 20% of theCompany's issued share capital.Participants in the Option Plan will be all staff and all members of the Board, including the non-executive directors, as every individual in the Company has an important role to play in theCompany's growth and development.Equally aggressive performance conditions will therefore apply to the vesting of options under the proposed Option Plan that will be tied to stretching profit and share price performance. The Option Plan will have a price at granting of the higher of market or nominal value whereas the previous LTIP had a notional value of 0.1p.

In addition to aggressive performance conditions, and following discussions with key shareholders, it has been agreedthat the scheme will include a 'hurdle' criteria which stipulates that no shares under the share price performancecriteria will vest until the share price reaches 3 pence. This ensures that shareholders will have experienced significant value gains before Option Plan participants benefit.

The principal terms of the proposed Option Plan are summarised in Appendix 1 to the AGM Notice and will also be available at the AGM. Your Board of Directors believe that the resolution to adopt the proposed Option Plan and all other resolutions contained in the AGM Notice are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of all of the resolutions in the AGM Notice.

On behalf of the Board of Directors, I would like to thank you for your continued support of the Company and look forward to meeting you at the AGM.

Yours faithfully

Gary O'BrienChairmanTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any of the contents of this document or the action you should take you are recommended to consult an independent advisor authorised under the Financial Services and Markets Act 2000.

If you have recently sold or transferred all of your shares in John Lewis of Hungerford plc, you should forward this document and the accompanying form of proxy to your bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

NOTICEis hereby given that the Annual General Meeting of John Lewis of Hungerford plc("the Company") will be held at Crowne Plaza London Kensington, 100 Cromwell Road, London, SW7 4ER at 2.00 p.m. on Tuesday 11 December 2018 for the following purposes:

As Ordinary Business

To consider and if thought fit pass the following resolutions 1, 2 and 3 that will each be proposed as an ordinary resolution:

• 1. To receive, consider andadopt the Company's accounts for the10 month period ended 30 June 2018 togetherwith the Directors' report and Auditors' report thereon.

• 2. To re-appoint Kingston Smith LLP as auditor to the Company and to authorise the Directors to determine their remuneration.

• 3. To re-elect as a Director, Kiran Noonan, who retiresin accordance with the Company's Articles of Association andwho being eligible, offers herself for re-election.

As Special Business

To consider and if thought fit pass the following resolutions 4, 5 and 6 that will be proposed as to resolution 4 as an ordinary resolution and as to resolutions 5 and 6 as special resolutions:

• 4. (a) That, in substitution for any equivalent authorities and powers granted to the Directors prior to the passing of this resolution, the Directors be and they are hereby generally and unconditionally authorised pursuant to section551 of the Companies Act 2006 (the "Act") to allot shares in the Company and grant rights to subscribe for or toconvert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being "relevant securities") provided that this authority shall be limited to relevant securities up to an aggregate nominal amount of £62,248.51 representing approximately one third of the nominal value of the issued ordinary share capital of the Company and unless previously revoked, varied or extended, this authority shall expire at the conclusion of the next Annual General Meeting of the Company, except that the Company may at any time before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if this authority had not expired,

  and further,

  (b) That the Directors be and they are hereby generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (within the meaning of Section 560 of the Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to an aggregate nominal amount of £62,248.51 provided that this authority shall expire on the date of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

• 5. That, subject to the passing of resolution 4, the directors be and they are hereby empowered pursuant to section 570(1) of the Act to allot equity securities (as defined in section 560(1) of the Act) of the Company wholly for cash pursuant to the authority of the Directors under section 551 of the Act conferred by resolution 4 above, as if section 561(1) of the Act did not apply to such allotment provided that:

  (a) the power conferred by this resolution shall be limited to:

(i)the allotment of equity securities in connection with an offer of equity securities to the holders of ordinary shares in the capital of the Company in proportion as nearly as practicable to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws or requirements of any regulatory body or stock exchange; and

(ii) the allotment, otherwise than pursuant to sub-paragraph (a) (i) above, of equity securities up to an aggregate nominal value equal to £18,674.55 representing approximately 10% of the nominal value of the issued ordinary share capital of the Company as shown in the audited accounts of the Company for the ten month period ended 30 June 2018; and

(b) unless previously revoked, varied or extended, this power shall expire at the conclusion of the next Annual

General Meeting of the Company, except that the Company may before the expiry of this power make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if this power had not expired.

6.

That the John Lewis of Hungerford plc Unapproved and EMI Share Option Plan("the Share Option Plan")the principal terms of which are summarised in Appendix 1 of this Notice of Meeting, the rules of which are produced in draft to this meeting and, for purposes of identification, initialled by the Chairman, be approved and the Directors be and are hereby be authorised to:

(a) make such modifications to the Share Option Plan as they may consider appropriate to take account of the requirements of best practice and for the implementation of the Share Option Plan and to adopt the Share Option Plan as so modified and to do all such other acts and things as they may consider appropriate to implement the Share Option Plan; and

• (b) generally and unconditionally for the purposes of Section 551 of the Act and in connection with the operation of the Share Option Plan to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for or convert any equity securities (as defined in Section 560 of the Act) into shares in the Company up to a maximum aggregate amount of up to but not more than twenty per cent in aggregate of the issued ordinary share capital of the Company at the time of the allotment under the Share Option Plan (based on the enlarged ordinary share capital following exercise of options under the Share Option Plan), and that such power, unless previously revoked, renewed or varied by the Company at a General Meeting, shall expire on the date that is five years after the passing of this resolution and that this authority is in addition to any existing authorities conferred upon the Directors pursuant to Section 551 of the Act; and

• (c) subject to the passing of resolution 6(b) above and in accordance with section 570 of the Act, generally and unconditionally to allot equity securities (within the meaning of Section 560 of the Act) of the Company pursuant to the authority conferred by resolution 6(b) above wholly for cash as if Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities in connection with the Share Option Plan up to a maximum aggregate amount of up to but not more than twenty per cent in aggregate of the issued ordinary share capital of the Company at the time of the allotment under the Share Option Plan (based on the ordinary enlarged share capital following exercise of options under the Share Option Plan) and that such power, unless previously revoked, renewed or varied by the Company at a General Meeting, shall expire upon the revocation or expiry of the authority conferred by resolution 6(b) above and that the power hereby conferred shall operate in addition to any previous power given to the Directors pursuant to Section 570 of the Act.

By Order of the Board

Registered Office:Grove Technology Park

Downsview Road

Wantage Oxfordshire OX12 9FA

Cargil Management Services LimitedCompany Secretary

Dated: 12 November 2018

APPENDIX 1

SUMMARY OF THE PRINCIPAL TERMS OF THE JOHN LEWIS OF HUNGERFORD plc UNAPPROVED AND EMI SHARE OPTION

1.

PARTICIPATION

Awards may be made under the Plan to any employees and Directorsof the Company and its subsidiaries ("the Group"). The Remuneration committee will determine which employees andDirectors will participate.

2.

NATURE OF AWARDS

Awards will give participants a right to receive up to a specified maximum number of shares in the Company at the end of a minimum period of two years, subject to the satisfaction of performance conditions set by the Remuneration Committee when the Awards are granted. The Awards will be made in the form of options to acquire shares for the higher of nominal consideration of 0.1p per share and market value per share at the date of grant. The shares required to satisfy Awards will be issued by the Company, or transferred to participants from the employee benefittrust ("EBT").

3.

CESSATION OF EMPLOYMENT

If a participant ceases to be employed in the Group by reason of death, injury, disability, long-term illness, redundancy or retirement, an award may be exercised in respect of vested shares. If a participant ceases to be employed for any other reason, options will lapse unless the Remuneration Committee permits otherwise.

4.

PERFORMANCE CONDITIONS

At the time of grant of an award under the Plan, the Remuneration Committee will determine the performance conditions that must be satisfied in order for the participant to receive the maximum number of shares to which the Award relates. The performance condition that is proposed to apply to the first grant of Awards under the Plan is as follows:

Vesting of one quarter of an award will be subject to a performance condition measuring the profit of the Company. Three quarters of an award will be subject to a performance condition based on the share price of the Company.

Once a performance condition has been set on the granting of an award, the Remuneration Committee will have limited powers to adjust that condition to take account of exceptional circumstances.

5.

CHANGE OF CONTROL

In the event of a change in control of the Company (other than as a result of a Group re-organisation) participants will normally be entitled to exercise their Awards within a limited period. Such exercise will still be subject to the satisfaction of the performance conditions unless the Remuneration Committee determines otherwise.

6.

LIMITS

The Plan is subject to an overall limit on the number of shares in the Company that may be allocated under it. This provides that in any ten-year period, not more than twenty per cent in aggregate of the issued ordinary shares (based on the enlarged share capital following exercise of options) of the Company for the time being may be issued ortransferred out of an EBT to satisfy Awards granted under the Plan and any other employees' share schemes adopted by the Company. Shares acquired by an EBT in the market will not count towards this limit.

7.

TAXATION

The acquisition of shares in the Company would ordinarily be subject to income tax and national Insurance ("NI") (viaPAYE) on the market value of the shares at exercise, less the exercise price.

However as the Award has been structured under the tax favourable Enterprise Management Investment ("EMI")scheme. Under the EMI scheme, whilst the discount (if any) from market value at the date of grant will still be subject to tax and NI, any growth in the value of shares from the date of grant to the date of disposal will be subject to capital gains tax (currently at 10%) provided the award has been held for the minimum two year period.