THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to any action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 (as amended) in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in your jurisdiction.

You should read this document in its entirety. If you have sold or otherwise transferred all of your Ordinary Shares, please immediately forward this document (but not the personalised Form of Proxy which accompanies this document), to the purchaser or transferee or to the stockbroker, bank or other agent through whom the transfer was effected, for delivery to the purchaser or transferee. If you have sold part only of your holding of Ordinary Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take. However, this document and any accompanying documents should not be sent or transmitted in or into, any jurisdiction where to do so might constitute a violation of local securities law or regulations including, but not limited to, the United States of America, Canada, Japan, Australia, New Zealand, the Republic of South Africa and/or the Russian Federation (the "Restricted Territory").

John Lewis of Hungerford PLC

(Incorporated and registered in England and Wales with registered number 01317377)

Proposed cancellation of admission to trading on AIM of the Ordinary Shares

Proposed re-registration as a private limited company

Proposed adoption of new articles of association

and

Notice of General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Acting Chairman which is set out on pages 8 to 13 of this document and which recommends you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

The Cancellation is conditional, inter alia, on the approval of the Shareholders at the General Meeting by the passing of the Cancellation Resolution. The Re-registration is conditional, inter alia, on the approval of the Shareholders at the General Meeting by the passing of the Resolutions. Notice of the General Meeting of the Company to be held at the Company's offices at Unit B5, Grove Business Park, Downsview Road, Wantage, Oxfordshire OX12 9FA on Friday,16 June 2023 at 11 am is set out at the end of this Circular. Whether or not you intend to be present at the General Meeting you are urged to complete and return the enclosed Form of Proxy, in accordance with the instructions printed thereon, so as to be received by the Company's Registrars, Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX, as soon as possible and in any event by no later than 11 am on Wednesday, 14 June 2023. Completion and return of Forms of Proxy will not preclude Shareholders from attending and voting at the General Meeting in person, should they so wish.

The Directors, whose names appear on page 8 of this Circular, accept individual and collective responsibility for the information contained in this Circular,including individual and collective responsibility for compliance with the AIM Rules. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Circular for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Allenby Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company in connection with the Cancellation and is not acting for any other person nor will it otherwise be responsible to any person for providing the protections afforded to customers of Allenby Capital Limited, or for advising any other person in respect of the Cancellation. No representation or warranty, express or implied, is made by Allenby Capital Limited as to any of the contents of this Circular (without limiting the statutory rights of any person to whom this Circular is issued). Allenby Capital Limited has not approved the contents of, or any part of, this Circular and no liability whatsoever is accepted by Allenby Capital Limited for the accuracy of any information or opinions contained in this Circular or for the omission of any information.

Allenby Capital Limited'sresponsibilities as the Company'snominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of the Cancellation. No representation or warranty, express or implied, is made by Allenby Capital Limited as to any of the contents of this Circular (without limiting the statutory rights of any person to whom this Circular is issued). Allenby Capital Limited has not approved the contents of, or any part of, this Circular and no liability whatsoever is accepted by Allenby Capital Limited for the accuracy of any information or opinions contained in this Circular or for the omission of any information.

No person should construe the contents of this document as legal, tax or financial advice and recipients of this document should consult their own advisers as to the matters described in this document.

Copies of this document, which has been issued by the Company,will be available on the Company'swebsite at https://john-lewis.co.uk/investors/

Forward-Looking Statements

This Circular contains forward-looking statements. These relate to the Company's future prospects, developments and strategies. Forward-looking statements are identified by their use of terms and phrases such as "believe", "could", "envisage", "intend", "anticipate", "seek", "target", "may", "plan", "will" or the negative of those, variations of or comparable expressions, including by references to assumptions. The forward-looking statements in this Circular are based on current expectations and are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those statements.

2

CONTENTS

Page

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

3

DIRECTORS, SECRETARY AND ADVISERS

4

DEFINITIONS

5

PART I

-

LETTER FROM THE ACTING CHAIRMAN

8

PART II

-

PRINCIPAL CHANGES ARISING FROM THE RE-REGISTRATION AND

THE NEW ARTICLES

14

PART III -

THE TAKEOVER CODE

16

NOTICE OF GENERAL MEETING

18

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the proposed Cancellation, Re-registration and

the adoption of the New Articles

31 May 2023

Posting of this Circular and Forms of Proxy

31 May 2023

Latest time and date for receipt of Forms of Proxy

11 a.m. on 14 June 2023

Time and date of General Meeting

11 a.m. on 16

June 2023

Company's announcement of result of General Meeting

16

June 2023

Expected last day of dealings in Ordinary Shares on AIM

28

June 2023

Expected time and date of the AIM Cancellation

7 a.m. on 29

June 2023

Expected date of Re-registration

on or around 21 July 2023

Notes:

  1. Each of the times and dates in the above timetable are subject to change. If any of the above times or dates change, the revised times or dates will be notified to Shareholders by means of an announcement made through a Regulatory Information Service (as defined in the AIM Rules). All references to times in this document are to London times unless otherwise stated.
  2. The Cancellation requires the approval of not less than 75 per cent. of the votes cast by Shareholders, whether voting in person or by proxy, at the General Meeting.
  3. Re-registrationand the adoption of the New Articles requires the approval of not less than 75 per cent. of the votes cast by Shareholders, whether voting in person or by proxy, at the General Meeting and is conditional on the Cancellation becoming effective.

3

DIRECTORS, SECRETARY AND ADVISERS

Directors

Kiran Noonan (Chief Executive Officer and Acting Chairman)

Alan Charlton (Non-Executive Director)

Stephen Huggett (Non-Executive Director)

Registered Office

Grove Business Park

Downsview Road

Wantage

Oxfordshire

United Kingdom

OX12 9FA

Company Secretary

Cargil Management Services Limited

27-28 Eastcastle Street

London

W1W 8DH

Nominated Adviser and Broker

Allenby Capital Limited

5 St Helen's Place

London

EC3A 6AB

Legal Advisers to the Company

Howard Kennedy LLP

No.1 London Bridge

London

SE1 9BG

Registrar

Share Registrars Limited

3 The Millennium Centre

Crosby Way

Farnham

Surrey

GU9 7XX

4

DEFINITIONS

The following definitions and technical terms apply throughout this Circular and the accompanying Form of Proxy, unless the context otherwise requires:

"Act" or "Companies Act"

the Companies Act 2006, as amended;

"Admission"

the admission of the Ordinary Shares to trading on AIM pursuant

to rule 6 of the AIM Rules;

"AIM"

the market of that name operated by London Stock Exchange;

"AIM Cancellation" or "Cancellation" the proposed cancellation of admission of the Ordinary Shares to

trading on AIM;

"AIM Rules"

the rules and guidance for companies whose shares are admitted

to trading on AIM entitled "AIM Rules for Companies" published

by the London Stock Exchange, as amended from time to time;

"Announcement"

has the meaning set out in paragraph 1 of Part I of this Circular;

"Articles"

the Company's existing articles of association at the date of this

Circular;

"Business Day"

a day (other than a Saturday or Sunday or public holiday) on

which commercial banks are open for general business in

London;

"Buy Back Offer"

has the meaning set out in paragraph 4 of Part I of this Circular;

"Cancellation Resolution"

resolution numbered 1 of the Resolutions;

"Capital Reorganisation"

has the meaning set out in paragraph 4 of Part I of this Circular;

"Circular"

this document;

"Company" or

John Lewis of Hungerford plc (or John Lewis of Hungerford

"John Lewis of Hungerford"

Limited following the Re-registration and as the context implies),

a company incorporated in England and Wales with company

number 01317377, whose registered office is Grove Business

Park, Downsview Road, Wantage, Oxfordshire, United Kingdom,

OX12 9FA;

"CREST"

the electronic systems for the holding and transfer of shares in

uncertificated form operated by Euroclear;

"CREST Participant"

a person who is, in relation to CREST, a system-participant (as

defined in the CREST Regulations);

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI2001/3755),

(as amended from time to time);

"Directors" or "Board"

the directors of the Company whose names are set out on

page 8 of this Circular;

"Disclosure Guidance and

the rules set out in the FCA's Disclosure Guidance and

Transparency Rules"

Transparency Rules sourcebook, including: i) disclosure guidance

in rules 1 to 3 which include signposts to the disclosure

requirements in Articles 17, 18 and 19 of the UK version of the

Market Abuse Regulation; ii) the transparency rules in rules 4,5

and 6; iii) the corporate governance rules in rule 7; and iv) the

rules relating to primary information providers in rule 8;

"Euroclear"

Euroclear UK & International;

5

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John Lewis of Hungerford plc published this content on 31 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 09:43:13 UTC.