Notice of meetings

Sainsbury(J) PLC
24 February 2006

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER
AUTHORISED 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 Schedule
to the Trust Deed (as defined below) constituting the Notes and made between J
Sainsbury plc and The Law Debenture Trust Corporation p.l.c. (the 'Trustee'), a
meeting of the holders of the Notes (the 'Noteholders') has been convened by J
Sainsbury plc and will be held at the offices of Clifford Chance, 10 Upper Bank
Street, London E14 5JJ on 20 March 2006 at 09:00 a.m. London time for the
purpose of considering and, if thought fit, passing the following resolution
which will be proposed as an Extraordinary Resolution in accordance with the
provisions of the Trust Deed.

J Sainsbury plc has convened the Meeting for the purpose of enabling Noteholders
to consider the proposals outlined in the Tender Offer and Consent Solicitation
Memorandum (the 'Memorandum') and resolve, if they think fit, to pass the
Extraordinary Resolution proposed in relation to the Notes. Capitalised terms
used in this Notice and not otherwise defined herein shall have the meanings
ascribed 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 deed
dated 14 August 2003 (as amended and supplemented from time to time) (the 'Trust
Deed') made between J Sainsbury plc and The Law Debenture Trust Corporation
p.l.c. (the 'Trustee') as trustee for the holders of the Notes hereby:

(A)            assents to the modification of the terms and conditions of the
Notes by the addition of a new Condition 5(ee) giving J Sainsbury plc the right
to redeem those Notes in respect of which an Acceptance Notice has not been
delivered pursuant to the relevant Offer (or has been delivered and subsequently
validly revoked) at any time not later than two London business days after the
Long Stop Date at an amount per £1,000 of nominal amount of Notes not less than
the Repurchase Price, plus Accrued Interest, on giving not less than 2 London
business days' notice (including the day on which such notice is delivered to
the Clearing Systems and the day on which the Notes are to be redeemed) to
Noteholders in the form of an announcement of redemption (the 'Announcement')
through a RIS and a notice via the Clearing Systems. The redemption, in
accordance with the Announcement, is conditional upon J Sainsbury plc having
notified Noteholders on the Confirmation Date that it intends to proceed to
settle the Offer in respect of the Notes. If this condition is not satisfied on
or before the expiry of the notice period specified in the Announcement, the
redemption of the Notes shall become incapable of becoming unconditional and no
redemption 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 to
effect the modifications referred to in paragraph (A) of this Extraordinary
Resolution in the form of the draft produced to this meeting and signed by the
chairman of the meeting for the purposes of identification, with such
amendments, if any, requested by J Sainsbury plc and approved by the Trustee in
its 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 Trustee
to carry out and give effect to this Extraordinary Resolution;

(C)             sanctions and approves every modification, abrogation, variation
or compromise of, or arrangement in respect of, the rights of Noteholders
necessary to give effect to this Extraordinary Resolution and to the Proposals
(whether or not the rights arise under the Trust Deed) and assents to every
modification, variation or abrogation of the Conditions (as defined in the Trust
Deed) of the Notes and/or the provisions contained in the Trust Deed involved in
or inherent in or effected by the implementation of this Extraordinary
Resolution and the Proposals;

(D)             authorises and requests the Trustee to concur in taking all
steps considered by it in its sole discretion to be necessary, desirable or
expedient to carry out and give effect to this Extraordinary Resolution;

(E)              discharges and exonerates the Trustee from any liability in
respect of any act or omission for which it may have become responsible under
the Trust Deed and/or the Notes in connection with this Extraordinary
Resolution; and

(F)              acknowledges that capitalised terms used in this Extraordinary
Resolution have the same meanings as those defined in the Tender Offer and
Consent Solicitation Memorandum published by J Sainsbury plc on 24 February
2006, unless the context otherwise requires.'

The substantive terms of the Proposals and the Extraordinary Resolution have not
been formulated by the Trustee who expresses no view on whether Noteholders
would be acting in Noteholders' best interests in approving them, and nothing in
this notice should be construed as a recommendation to Noteholders from the
Trustee to vote in favour of, or against, the Extraordinary Resolution.

The Trustee has not been involved in the formulation of the Proposals outlined
in the Memorandum and, in accordance with normal practice, expresses no opinion
on the merits of those Proposals or on the applicable Extraordinary Resolution.
Noteholders should take their own independent financial advice on the merits and
on the consequences of voting in favour of the applicable Extraordinary
Resolution, including any tax consequences.

However, on the basis of the information contained in the Memorandum, the
Trustee has authorised J Sainsbury plc to state that the Trustee has no
objection to the Extraordinary Resolution being put to Noteholders for their
consideration.

Noteholders are further given notice that J Sainsbury plc has also commenced an
Offer for the repurchase of the Notes, as more fully described in the
Memorandum.

General

Copies of the Memorandum are available for collection by Noteholders at the
specified office of any of the Existing Paying Agents and the specified office
of the Joint Dealer Managers, on and after the date of this Notice and will be
available at the Meeting. A Noteholder will be required to produce evidence
satisfactory to the relevant Existing Paying Agent or the Joint Dealer Managers
as to his status as a Noteholder before being permitted to collect a copy of the
Memorandum. Copies of (i) the Trust Deed relating to the Notes, the Notice and
the 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 the
specified office of the Joint Dealer Managers and each Existing Paying Agent
during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) up to and including the Expiration Date. Revised versions of
the documents described in (ii) above will be available as aforesaid (marked to
indicate changes to the draft made available at 24 February 2006) no later than
two London business days before the date of the Meeting and at the Meeting. Any
such revised document made available as aforesaid will supersede the previous
draft of such document and Noteholders will be deemed to have notice of any
changes.

The attention of Noteholders is particularly drawn to the quorum required for
the Meeting and for any adjourned meeting thereof which is set out in paragraph
4 of 'Voting and Quorum' below. Having regard to such requirements, Noteholders
are strongly urged either to attend the Meeting or to take steps to be
represented 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 a
valid Voting Instruction need take no further action to be represented at the
Meeting.  Noteholders who have not submitted or have submitted and subsequently
withdrawn an Acceptance Notice or a Voting Instruction should take note of the
provisions set out below detailing how such Noteholders can attend or take steps
to be represented at the Meeting.

1.                 Noteholder attendance: A Noteholder wishing to attend and
vote at the Meeting in person  must produce at such Meeting a valid voting
certificate or valid voting certificates issued by an Existing Paying Agent
relating to such Notes in respect of which he or she wishes to vote.

2.                 Appointment of Proxies: A Noteholder not wishing to attend
and vote at the Meeting in person may give a voting instruction instructing the
relevant Existing Paying Agent to appoint a proxy to attend and vote at such
Meeting in accordance with his or her instructions.

3.                 Deposit of Notes. Voting Certificates and Block Voting
Instructions: The Notes may, not less than 48 hours (including all or part of
two days upon which banks are open for business in London (disregarding for this
purpose the day upon which the Meeting is to be held)) ('48 hours') before the
time fixed for the Meeting or any adjourned Meeting thereof, be deposited with
any Existing Paying Agent or (to its satisfaction) held to its order for the
purpose of:

(i)                     obtaining voting certificates from such Existing Paying
Agent; or

(ii)                   such Existing Paying Agent completing a block voting
instruction in respect of such Notes appointing a proxy to attend and vote at
the Meeting or any adjourned Meeting in accordance with the instructions of that
Noteholder. A Noteholder will need to give voting instructions (such voting
instructions being neither revocable nor capable of amendment by the Noteholder
during the period commencing 48 hours prior to the time for which the Meeting or
any adjourned Meeting is convened) in accordance with the procedures of
Euroclear and/or Clearstream, Luxembourg, or on a voting instruction form
obtainable from the specified office of the relevant Existing Paying Agent, to
any Existing Paying Agent, not less than 48 hours before the time fixed for the
Meeting or any adjourned Meeting, to enable such Existing Paying Agent to
complete the block voting instruction.

Notes so deposited or held will not be released:

(i)                Voting Certificates: in the case of Notes in respect of which
a voting certificate has been issued until the first to occur of:

(a)                   the conclusion of the Meeting specified in such
certificate or any adjourned Meeting thereof or any poll taken on any resolution
proposed thereat (whichever is the later); and

(b)                   the surrender of the certificate to the Existing Paying
Agent who issued the certificate; and

(ii)              Block Voting Instructions: in the case of Notes in respect of
which a block voting instruction has been issued until the first to occur of:

(a)                   the conclusion of the Meeting specified in such block
voting instruction or any adjourned Meeting thereof or any poll taken on any
resolution proposed thereat (whichever is the later); and

(b)                   the surrender to the relevant Existing Paying Agent, not
less than 48 hours before the time for which such Meeting or any adjourned
Meeting thereof is convened or poll called, of the receipt issued by such
Existing Paying Agent in respect of each such deposited Note which is to be
released and the giving of notice from the relevant Existing Paying Agent to J
Sainsbury 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 Existing
Paying Agent to appoint a proxy to attend and vote at the meeting on his behalf
should not less than 48 hours before the time appointed for the holding of the
Meeting and within the relevant time limit appointed by Euroclear and/or
Clearstream, Luxembourg, as the case may be, request the relevant Clearing
System to block his Notes in his own account and to hold the same to the order
or under the control of an Existing Paying Agent.

A holder whose Notes have been so blocked will thus be able to obtain a voting
certificate from, or procure that a voting instruction is given in accordance
with the procedures of, Euroclear or Clearstream, Luxembourg to an Existing
Paying Agent. Notes so blocked will be released in accordance with the
procedures 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 shall
be two or more persons present in person holding voting certificates and/or
being proxies and holding or representing in the aggregate not less than
three-fourths in principal amount of such Notes for the time being outstanding
of such Series of Notes. On any adjourned Meeting, the quorum required shall be
two or more persons present in person holding voting certificates and/or being
proxies 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 appointed
for any such Meeting, a quorum is not present, such meeting shall stand
adjourned 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 the
Existing Trustee. At least 14 clear days' notice of any meeting adjourned
through want of quorum, and such notice shall be given in the same manner as of
the original meeting.

6.                 Voting by Show of Hands or Poll: Every question submitted to
each Meeting shall be decided on a show of hands unless a poll is duly demanded
by the Chairman or J Sainsbury plc or by one or more persons holding one or more
voting certificates and/or being proxies and/or being representatives and
holding or representing in the aggregate not less than 2 per cent. of the
principal 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 and
on a poll have a casting vote in addition to the vote or votes (if any) to which
he may be entitled as a holder of a voting certificate and/or as a proxy and/or
as a representative.

7.                 Representation of Vote: On a show of hands every person who
is present in person and produces a voting certificate or is a proxy shall have
one vote. On a poll every person who is so present shall have one vote in
respect of each £1,000 or, as the case may be, €1,000 in principal amount of
Notes so produced or in respect of which such person is a proxy or a
representative.

8.                 Voting Majority Requirements: To be passed at the relevant
Meeting, the Extraordinary Resolution requires a majority consisting of not less
than three-fourths of the votes cast thereon. If passed, the Extraordinary
Resolution shall be binding upon all Noteholders, whether present or not present
at the Meeting at which it is passed and whether or not voting and upon all
Couponholders (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:     [phone]

Fax:    [phone]

Email:  [e-mail]

UBS Limited

1 Finsbury Avenue

London  EC2M 2PP

Tel:     [phone]

Fax:    [phone]

Email:  [e-mail]

The Tender Agent at:

The Bank of New York

One Canada Square

London E14 5AL

Tel: + 44 (0)20 7964 7662

Fax: [phone]

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 IN
ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER
AUTHORISED 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 Schedule
to the Trust Deed (as defined below) constituting the Notes and made between J
Sainsbury plc and The Law Debenture Trust Corporation p.l.c. (the 'Trustee'), a
meeting of the holders of the Notes (the 'Noteholders') has been convened by J
Sainsbury plc and will be held at the offices of Clifford Chance, 10 Upper Bank
Street, London E14 5JJ on 20 March 2006 at 09:05 a.m. London time (or as soon
thereafter 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) for
the purpose of considering and, if thought fit, passing the following resolution
which will be proposed as an Extraordinary Resolution in accordance with the
provisions of the Trust Deed.

J Sainsbury plc has convened the Meeting for the purpose of enabling Noteholders
to consider the proposals outlined in the Tender Offer and Consent Solicitation
Memorandum (the 'Memorandum') and resolve, if they think fit, to pass the
Extraordinary Resolution proposed in relation to the Notes. Capitalised terms
used in this Notice and not otherwise defined herein shall have the meanings
ascribed 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 deed
dated 26 July 2000 (as amended and supplemented from time to time) (the 'Trust
Deed') made between J Sainsbury plc and The Law Debenture Trust Corporation
p.l.c. (the 'Trustee') as trustee for the holders of the Notes hereby:

(A)            assents to the modification of the terms and conditions of the
Notes by the addition of a new Condition 5(ee) giving J Sainsbury plc the right
to redeem those Notes in respect of which an Acceptance Notice has not been
delivered pursuant to the relevant Offer (or has been delivered and subsequently
validly revoked) at any time not later than two London business days after the
Long Stop Date at an amount per £1,000 of nominal amount of Notes not less than
the Repurchase Price, plus Accrued Interest, on giving not less than 2 London
business days' notice (including the day on which such notice is delivered to
the Clearing Systems and the day on which the Notes are to be redeemed) to
Noteholders in the form of an announcement of redemption (the 'Announcement')
through a RIS and a notice via the Clearing Systems. The redemption, in
accordance with the Announcement, is conditional upon J Sainsbury plc having
notified Noteholders on the Confirmation Date that it intends to proceed to
settle the Offer in respect of the Notes. If this condition is not satisfied on
or before the expiry of the notice period specified in the Announcement, the
redemption of the Notes shall become incapable of becoming unconditional and no
redemption 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 to
effect the modifications referred to in paragraph (A) of this Extraordinary
Resolution in the form of the draft produced to this meeting and signed by the
chairman of the meeting for the purposes of identification, with such
amendments, if any, requested by J Sainsbury plc and approved by the Trustee in
its 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 Trustee
to carry out and give effect to this Extraordinary Resolution;

(C)             sanctions and approves every modification, abrogation, variation
or compromise of, or arrangement in respect of, the rights of Noteholders
necessary to give effect to this Extraordinary Resolution and to the Proposals
(whether or not the rights arise under the Trust Deed) and assents to every
modification, variation or abrogation of the Conditions (as defined in the Trust
Deed) of the Notes and/or the provisions contained in the Trust Deed involved in
or inherent in or effected by the implementation of this Extraordinary
Resolution and the Proposals;

(D)             authorises and requests the Trustee to concur in taking all
steps considered by it in its sole discretion to be necessary, desirable or
expedient to carry out and give effect to this Extraordinary Resolution;

(E)              discharges and exonerates the Trustee from any liability in
respect of any act or omission for which it may have become responsible under
the Trust Deed and/or the Notes in connection with this Extraordinary
Resolution; and

(F)              acknowledges that capitalised terms used in this Extraordinary
Resolution have the same meanings as those defined in the Tender Offer and
Consent Solicitation Memorandum published by J Sainsbury plc on 24 February
2006, unless the context otherwise requires.'

The substantive terms of the Proposals and the Extraordinary Resolution have not
been formulated by the Trustee who expresses no view on whether Noteholders
would be acting in Noteholders' best interests in approving them, and nothing in
this notice should be construed as a recommendation to Noteholders from the
Trustee to vote in favour of, or against, the Extraordinary Resolution.

The Trustee has not been involved in the formulation of the Proposals outlined
in the Memorandum and, in accordance with normal practice, expresses no opinion
on the merits of those Proposals or on the applicable Extraordinary Resolution.
Noteholders should take their own independent financial advice on the merits and
on the consequences of voting in favour of the applicable Extraordinary
Resolution, including any tax consequences.

However, on the basis of the information contained in the Memorandum, the
Trustee has authorised J Sainsbury plc to state that the Trustee has no
objection to the Extraordinary Resolution being put to Noteholders for their
consideration.

Noteholders are further given notice that J Sainsbury plc has also commenced an
Offer for the repurchase of the Notes, as more fully described in the
Memorandum.

General

Copies of the Memorandum are available for collection by Noteholders at the
specified office of any of the Existing Paying Agents and the specified office
of the Joint Dealer Managers, on and after the date of this Notice and will be
available at the Meeting. A Noteholder will be required to produce evidence
satisfactory to the relevant Existing Paying Agent or the Joint Dealer Managers
as to his status as a Noteholder before being permitted to collect a copy of the
Memorandum. Copies of (i) the Trust Deed relating to the Notes, the Notice and
the 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 the
specified office of the Joint Dealer Managers and each Existing Paying Agent
during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) up to and including the Expiration Date. Revised versions of
the documents described in (ii) above will be available as aforesaid (marked to
indicate changes to the draft made available at 24 February 2006) no later than
two London business days before the date of the Meeting and at the Meeting. Any
such revised document made available as aforesaid will supersede the previous
draft of such document and Noteholders will be deemed to have notice of any
changes.

The attention of Noteholders is particularly drawn to the quorum required for
the Meeting and for any adjourned meeting thereof which is set out in paragraph
4 of 'Voting and Quorum' below. Having regard to such requirements, Noteholders
are strongly urged either to attend the Meeting or to take steps to be
represented 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 a
valid Voting Instruction need take no further action to be represented at the
Meeting.  Noteholders who have not submitted or have submitted and subsequently
withdrawn an Acceptance Notice or a Voting Instruction should take note of the
provisions set out below detailing how such Noteholders can attend or take steps
to be represented at the Meeting.

1.                 Noteholder attendance: A Noteholder wishing to attend and
vote at the Meeting in person  must produce at such Meeting a valid voting
certificate or valid voting certificates issued by an Existing Paying Agent
relating to such Notes in respect of which he or she wishes to vote.

2.                 Appointment of Proxies: A Noteholder not wishing to attend
and vote at the Meeting in person may give a voting instruction instructing the
relevant Existing Paying Agent to appoint a proxy to attend and vote at such
Meeting in accordance with his or her instructions.

3.                 Deposit of Notes. Voting Certificates and Block Voting
Instructions: The Notes may, not less than 48 hours (including all or part of
two days upon which banks are open for business in London (disregarding for this
purpose the day upon which the Meeting is to be held)) ('48 hours') before the
time fixed for the Meeting or any adjourned Meeting thereof, be deposited with
any Existing Paying Agent or (to its satisfaction) held to its order for the
purpose of:

(i)                     obtaining voting certificates from such Existing Paying
Agent; or

(ii)                   such Existing Paying Agent completing a block voting
instruction in respect of such Notes appointing a proxy to attend and vote at
the Meeting or any adjourned Meeting in accordance with the instructions of that
Noteholder. A Noteholder will need to give voting instructions (such voting
instructions being neither revocable nor capable of amendment by the Noteholder
during the period commencing 48 hours prior to the time for which the Meeting or
any adjourned Meeting is convened) in accordance with the procedures of
Euroclear and/or Clearstream, Luxembourg, or on a voting instruction form
obtainable from the specified office of the relevant Existing Paying Agent, to
any Existing Paying Agent, not less than 48 hours before the time fixed for the
Meeting or any adjourned Meeting, to enable such Existing Paying Agent to
complete the block voting instruction.

Notes so deposited or held will not be released:

(i)                Voting Certificates: in the case of Notes in respect of which
a voting certificate has been issued until the first to occur of:

(a)                   the conclusion of the Meeting specified in such
certificate or any adjourned Meeting thereof or any poll taken on any resolution
proposed thereat (whichever is the later); and

(b)                   the surrender of the certificate to the Existing Paying
Agent who issued the certificate; and

(ii)              Block Voting Instructions: in the case of Notes in respect of
which a block voting instruction has been issued until the first to occur of:

(a)                   the conclusion of the Meeting specified in such block
voting instruction or any adjourned Meeting thereof or any poll taken on any
resolution proposed thereat (whichever is the later); and

(b)                   the surrender to the relevant Existing Paying Agent, not
less than 48 hours before the time for which such Meeting or any adjourned
Meeting thereof is convened or poll called, of the receipt issued by such
Existing Paying Agent in respect of each such deposited Note which is to be
released and the giving of notice from the relevant Existing Paying Agent to J
Sainsbury 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 Existing
Paying Agent to appoint a proxy to attend and vote at the meeting on his behalf
should not less than 48 hours before the time appointed for the holding of the
Meeting and within the relevant time limit appointed by Euroclear and/or
Clearstream, Luxembourg, as the case may be, request the relevant Clearing
System to block his Notes in his own account and to hold the same to the order
or under the control of an Existing Paying Agent.

A holder whose Notes have been so blocked will thus be able to obtain a voting
certificate from, or procure that a voting instruction is given in accordance
with the procedures of, Euroclear or Clearstream, Luxembourg to an Existing
Paying Agent. Notes so blocked will be released in accordance with the
procedures 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 shall
be two or more persons present in person holding voting certificates and/or
being proxies and holding or representing in the aggregate not less than
three-fourths in principal amount of such Notes for the time being outstanding
of such Series of Notes. On any adjourned Meeting, the quorum required shall be
two or more persons present in person holding voting certificates and/or being
proxies 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 appointed
for any such Meeting, a quorum is not present, such meeting shall stand
adjourned 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 the
Existing Trustee. At least 14 clear days' notice of any meeting adjourned
through want of quorum, and such notice shall be given in the same manner as of
the original meeting.

6.                 Voting by Show of Hands or Poll: Every question submitted to
each Meeting shall be decided on a show of hands unless a poll is duly demanded
by the Chairman or J Sainsbury plc or by one or more persons holding one or more
voting certificates and/or being proxies and/or being representatives and
holding or representing in the aggregate not less than 2 per cent. of the
principal 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 and
on a poll have a casting vote in addition to the vote or votes (if any) to which
he may be entitled as a holder of a voting certificate and/or as a proxy and/or
as a representative.

7.                 Representation of Vote: On a show of hands every person who
is present in person and produces a voting certificate or is a proxy shall have
one vote. On a poll every person who is so present shall have one vote in
respect of each £1,000 or, as the case may be, €1,000 in principal amount of
Notes so produced or in respect of which such person is a proxy or a
representative.

8.                 Voting Majority Requirements: To be passed at the relevant
Meeting, the Extraordinary Resolution requires a majority consisting of not less
than three-fourths of the votes cast thereon. If passed, the Extraordinary
Resolution shall be binding upon all Noteholders, whether present or not present
at the Meeting at which it is passed and whether or not voting and upon all
Couponholders (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:     [phone]

Fax:    [phone]

Email:  [e-mail]

UBS Limited

1 Finsbury Avenue

London  EC2M 2PP

Tel:     [phone]

Fax:    [phone]

Email:  [e-mail]

The Tender Agent at:

The Bank of New York

One Canada Square

London E14 5AL

Tel: + 44 (0)20 7964 7662

Fax: [phone]

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 IN
ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER
AUTHORISED 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 Schedule
to the Trust Deed (as defined below) constituting the Notes and made between J
Sainsbury plc and The Law Debenture Trust Corporation p.l.c. (the 'Trustee'), a
meeting of the holders of the Notes (the 'Noteholders') has been convened by J
Sainsbury plc and will be held at the offices of Clifford Chance, 10 Upper Bank
Street, London E14 5JJ on 20 March 2006 at 09:10 a.m. London time (or as soon
thereafter 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) for
the purpose of considering and, if thought fit, passing the following resolution
which will be proposed as an Extraordinary Resolution in accordance with the
provisions of the Trust Deed.

J Sainsbury plc has convened the Meeting for the purpose of enabling Noteholders
to consider the proposals outlined in the Tender Offer and Consent Solicitation
Memorandum (the 'Memorandum') and resolve, if they think fit, to pass the
Extraordinary Resolution proposed in relation to the Notes. Capitalised terms
used in this Notice and not otherwise defined herein shall have the meanings
ascribed to them in the Memorandum.

EXTRAORDINARY RESOLUTION

'THAT this meeting of the holders of the outstanding £250,000,000 6.125 per
cent. Notes due 2017 (the 'Notes') of J Sainsbury plc constituted by a trust
deed dated 26 July 2000 (as amended and supplemented from time to time) (the
'Trust Deed') made between J Sainsbury plc and The Law Debenture Trust
Corporation p.l.c. (the 'Trustee') as trustee for the holders of the Notes
hereby:

(A)            assents to the modification of the terms and conditions of the
Notes by the addition of a new Condition 5(ee) giving J Sainsbury plc the right
to redeem those Notes in respect of which an Acceptance Notice has not been
delivered pursuant to the relevant Offer (or has been delivered and subsequently
validly revoked) at any time not later than two London business days after the
Long Stop Date at an amount per £1,000 of nominal amount of Notes not less than
the Repurchase Price, plus Accrued Interest, on giving not less than 2 London
business days' notice (including the day on which such notice is delivered to
the Clearing Systems and the day on which the Notes are to be redeemed) to
Noteholders in the form of an announcement of redemption (the 'Announcement')
through a RIS and a notice via the Clearing Systems. The redemption, in
accordance with the Announcement, is conditional upon J Sainsbury plc having
notified Noteholders on the Confirmation Date that it intends to proceed to
settle the Offer in respect of the Notes. If this condition is not satisfied on
or before the expiry of the notice period specified in the Announcement, the
redemption of the Notes shall become incapable of becoming unconditional and no
redemption 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 to
effect the modifications referred to in paragraph (A) of this Extraordinary
Resolution in the form of the draft produced to this meeting and signed by the
chairman of the meeting for the purposes of identification, with such
amendments, if any, requested by J Sainsbury plc and approved by the Trustee in
its 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 Trustee
to carry out and give effect to this Extraordinary Resolution;

(C)             sanctions and approves every modification, abrogation, variation
or compromise of, or arrangement in respect of, the rights of Noteholders
necessary to give effect to this Extraordinary Resolution and to the Proposals
(whether or not the rights arise under the Trust Deed) and assents to every
modification, variation or abrogation of the Conditions (as defined in the Trust
Deed) of the Notes and/or the provisions contained in the Trust Deed involved in
or inherent in or effected by the implementation of this Extraordinary
Resolution and the Proposals;

(D)             authorises and requests the Trustee to concur in taking all
steps considered by it in its sole discretion to be necessary, desirable or
expedient to carry out and give effect to this Extraordinary Resolution;

(E)              discharges and exonerates the Trustee from any liability in
respect of any act or omission for which it may have become responsible under
the Trust Deed and/or the Notes in connection with this Extraordinary
Resolution; and

(F)              acknowledges that capitalised terms used in this Extraordinary
Resolution have the same meanings as those defined in the Tender Offer and
Consent Solicitation Memorandum published by J Sainsbury plc on 24 February
2006, unless the context otherwise requires.'

The substantive terms of the Proposals and the Extraordinary Resolution have not
been formulated by the Trustee who expresses no view on whether Noteholders
would be acting in Noteholders' best interests in approving them, and nothing in
this notice should be construed as a recommendation to Noteholders from the
Trustee to vote in favour of, or against, the Extraordinary Resolution.

The Trustee has not been involved in the formulation of the Proposals outlined
in the Memorandum and, in accordance with normal practice, expresses no opinion
on the merits of those Proposals or on the applicable Extraordinary Resolution.
Noteholders should take their own independent financial advice on the merits and
on the consequences of voting in favour of the applicable Extraordinary
Resolution, including any tax consequences.

However, on the basis of the information contained in the Memorandum, the
Trustee has authorised J Sainsbury plc to state that the Trustee has no
objection to the Extraordinary Resolution being put to Noteholders for their
consideration.

Noteholders are further given notice that J Sainsbury plc has also commenced an
Offer for the repurchase of the Notes, as more fully described in the
Memorandum.

General

Copies of the Memorandum are available for collection by Noteholders at the
specified office of any of the Existing Paying Agents and the specified office
of the Joint Dealer Managers, on and after the date of this Notice and will be
available at the Meeting. A Noteholder will be required to produce evidence
satisfactory to the relevant Existing Paying Agent or the Joint Dealer Managers
as to his status as a Noteholder before being permitted to collect a copy of the
Memorandum. Copies of (i) the Trust Deed relating to the Notes, the Notice and
the 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 the
specified office of the Joint Dealer Managers and each Existing Paying Agent
during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) up to and including the Expiration Date. Revised versions of
the documents described in (ii) above will be available as aforesaid (marked to
indicate changes to the draft made available at 24 February 2006) no later than
two London business days before the date of the Meeting and at the Meeting. Any
such revised document made available as aforesaid will supersede the previous
draft of such document and Noteholders will be deemed to have notice of any
changes.

The attention of Noteholders is particularly drawn to the quorum required for
the Meeting and for any adjourned meeting thereof which is set out in paragraph
4 of 'Voting and Quorum' below. Having regard to such requirements, Noteholders
are strongly urged either to attend the Meeting or to take steps to be
represented 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 a
valid Voting Instruction need take no further action to be represented at the
Meeting.  Noteholders who have not submitted or have submitted and subsequently
withdrawn an Acceptance Notice or a Voting Instruction should take note of the
provisions set out below detailing how such Noteholders can attend or take steps
to be represented at the Meeting.

1.                 Noteholder attendance: A Noteholder wishing to attend and
vote at the Meeting in person  must produce at such Meeting a valid voting
certificate or valid voting certificates issued by an Existing Paying Agent
relating to such Notes in respect of which he or she wishes to vote.

2.                 Appointment of Proxies: A Noteholder not wishing to attend
and vote at the Meeting in person may give a voting instruction instructing the
relevant Existing Paying Agent to appoint a proxy to attend and vote at such
Meeting in accordance with his or her instructions.

3.                 Deposit of Notes. Voting Certificates and Block Voting
Instructions: The Notes may, not less than 48 hours (including all or part of
two days upon which banks are open for business in London (disregarding for this
purpose the day upon which the Meeting is to be held)) ('48 hours') before the
time fixed for the Meeting or any adjourned Meeting thereof, be deposited with
any Existing Paying Agent or (to its satisfaction) held to its order for the
purpose of:

(i)                     obtaining voting certificates from such Existing Paying
Agent; or

(ii)                   such Existing Paying Agent completing a block voting
instruction in respect of such Notes appointing a proxy to attend and vote at
the Meeting or any adjourned Meeting in accordance with the instructions of that
Noteholder. A Noteholder will need to give voting instructions (such voting
instructions being neither revocable nor capable of amendment by the Noteholder
during the period commencing 48 hours prior to the time for which the Meeting or
any adjourned Meeting is convened) in accordance with the procedures of
Euroclear and/or Clearstream, Luxembourg, or on a voting instruction form
obtainable from the specified office of the relevant Existing Paying Agent, to
any Existing Paying Agent, not less than 48 hours before the time fixed for the
Meeting or any adjourned Meeting, to enable such Existing Paying Agent to
complete the block voting instruction.

Notes so deposited or held will not be released:

(i)                Voting Certificates: in the case of Notes in respect of which
a voting certificate has been issued until the first to occur of:

(a)                   the conclusion of the Meeting specified in such
certificate or any adjourned Meeting thereof or any poll taken on any resolution
proposed thereat (whichever is the later); and

(b)                   the surrender of the certificate to the Existing Paying
Agent who issued the certificate; and

(ii)              Block Voting Instructions: in the case of Notes in respect of
which a block voting instruction has been issued until the first to occur of:

(a)                   the conclusion of the Meeting specified in such block
voting instruction or any adjourned Meeting thereof or any poll taken on any
resolution proposed thereat (whichever is the later); and

(b)                   the surrender to the relevant Existing Paying Agent, not
less than 48 hours before the time for which such Meeting or any adjourned
Meeting thereof is convened or poll called, of the receipt issued by such
Existing Paying Agent in respect of each such deposited Note which is to be
released and the giving of notice from the relevant Existing Paying Agent to J
Sainsbury 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 Existing
Paying Agent to appoint a proxy to attend and vote at the meeting on his behalf
should not less than 48 hours before the time appointed for the holding of the
Meeting and within the relevant time limit appointed by Euroclear and/or
Clearstream, Luxembourg, as the case may be, request the relevant Clearing
System to block his Notes in his own account and to hold the same to the order
or under the control of an Existing Paying Agent.

A holder whose Notes have been so blocked will thus be able to obtain a voting
certificate from, or procure that a voting instruction is given in accordance
with the procedures of, Euroclear or Clearstream, Luxembourg to an Existing
Paying Agent. Notes so blocked will be released in accordance with the
procedures 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 shall
be two or more persons present in person holding voting certificates and/or
being proxies and holding or representing in the aggregate not less than
three-fourths in principal amount of such Notes for the time being outstanding
of such Series of Notes. On any adjourned Meeting, the quorum required shall be
two or more persons present in person holding voting certificates and/or being
proxies 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 appointed
for any such Meeting, a quorum is not present, such meeting shall stand
adjourned 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 the
Existing Trustee. At least 14 clear days' notice of any meeting adjourned
through want of quorum, and such notice shall be given in the same manner as of
the original meeting.

6.                 Voting by Show of Hands or Poll: Every question submitted to
each Meeting shall be decided on a show of hands unless a poll is duly demanded
by the Chairman or J Sainsbury plc or by one or more persons holding one or more
voting certificates and/or being proxies and/ or being representatives and
holding or representing in the aggregate not less than 2 per cent. of the
principal 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 and
on a poll have a casting vote in addition to the vote or votes (if any) to which
he may be entitled as a holder of a voting certificate and/or as a proxy and/or
as a representative.

7.                 Representation of Vote: On a show of hands every person who
is present in person and produces a voting certificate or is a proxy shall have
one vote. On a poll every person who is so present shall have one vote in
respect of each £1,000 or, as the case may be, €1,000 in principal amount of
Notes so produced or in respect of which such person is a proxy or a
representative.

8.                 Voting Majority Requirements: To be passed at the relevant
Meeting, the Extraordinary Resolution requires a majority consisting of not less
than three-fourths of the votes cast thereon. If passed, the Extraordinary
Resolution shall be binding upon all Noteholders, whether present or not present
at the Meeting at which it is passed and whether or not voting and upon all
Couponholders (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:     [phone]

Fax:    [phone]

Email:  [e-mail]

UBS Limited

1 Finsbury Avenue

London  EC2M 2PP

Tel:     [phone]

Fax:    [phone]

Email:  [e-mail]

The Tender Agent at:

The Bank of New York

One Canada Square

London E14 5AL

Tel: + 44 (0)20 7964 7662

Fax: [phone]

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 IN
ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER
AUTHORISED 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 Schedule
to the Trust Deed (as defined below) constituting the Notes and made between J
Sainsbury plc and The Law Debenture Trust Corporation p.l.c. (the 'Trustee'), a
meeting of the holders of the Notes (the 'Noteholders') has been convened by J
Sainsbury plc and will be held at the offices of Clifford Chance, 10 Upper Bank
Street, London E14 5JJ on 20 March 2006 at 09:15 a.m. London time (or as soon
thereafter 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) for
the purpose of considering and, if thought fit, passing the following resolution
which will be proposed as an Extraordinary Resolution in accordance with the
provisions of the Trust Deed.

J Sainsbury plc has convened the Meeting for the purpose of enabling Noteholders
to consider the proposals outlined in the Tender Offer and Consent Solicitation
Memorandum (the 'Memorandum') and resolve, if they think fit, to pass the
Extraordinary Resolution proposed in relation to the Notes. Capitalised terms
used in this Notice and not otherwise defined herein shall have the meanings
ascribed to them in the Memorandum.

EXTRAORDINARY RESOLUTION

'THAT this meeting of the holders of the outstanding €800,000,000 5.625 per
cent. Notes due 2008 (the 'Notes') of J Sainsbury plc constituted by a trust
deed dated 26 July 2000 (as amended and supplemented from time to time) (the
'Trust Deed') made between J Sainsbury plc and The Law Debenture Trust
Corporation p.l.c. (the 'Trustee') as trustee for the holders of the Notes
hereby:

(A)            assents to the modification of the terms and conditions of the
Notes by the addition of a new Condition 5(ee) giving J Sainsbury plc the right
to redeem those Notes in respect of which an Acceptance Notice has not been
delivered pursuant to the relevant Offer (or has been delivered and subsequently
validly revoked) at any time not later than two London business days after the
Long Stop Date at an amount per €1,000 of nominal amount of Notes not less than
the Repurchase Price, plus Accrued Interest, on giving not less than 2 London
business days' notice (including the day on which such notice is delivered to
the Clearing Systems and the day on which the Notes are to be redeemed) to
Noteholders in the form of an announcement of redemption (the 'Announcement')
through a RIS and a notice via the Clearing Systems. The redemption, in
accordance with the Announcement, is conditional upon J Sainsbury plc having
notified Noteholders on the Confirmation Date that it intends to proceed to
settle the Offer in respect of the Notes. If this condition is not satisfied on
or before the expiry of the notice period specified in the Announcement, the
redemption of the Notes shall become incapable of becoming unconditional and no
redemption 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 to
effect the modifications referred to in paragraph (A) of this Extraordinary
Resolution in the form of the draft produced to this meeting and signed by the
chairman of the meeting for the purposes of identification, with such
amendments, if any, requested by J Sainsbury plc and approved by the Trustee in
its 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 Trustee
to carry out and give effect to this Extraordinary Resolution;

(C)             sanctions and approves every modification, abrogation, variation
or compromise of, or arrangement in respect of, the rights of Noteholders
necessary to give effect to this Extraordinary Resolution and to the Proposals
(whether or not the rights arise under the Trust Deed) and assents to every
modification, variation or abrogation of the Conditions (as defined in the Trust
Deed) of the Notes and/or the provisions contained in the Trust Deed involved in
or inherent in or effected by the implementation of this Extraordinary
Resolution and the Proposals;

(D)             authorises and requests the Trustee to concur in taking all
steps considered by it in its sole discretion to be necessary, desirable or
expedient to carry out and give effect to this Extraordinary Resolution;

(E)              discharges and exonerates the Trustee from any liability in
respect of any act or omission for which it may have become responsible under
the Trust Deed and/or the Notes in connection with this Extraordinary
Resolution; and

(F)              acknowledges that capitalised terms used in this Extraordinary
Resolution have the same meanings as those defined in the Tender Offer and
Consent Solicitation Memorandum published by J Sainsbury plc on 24 February
2006, unless the context otherwise requires.'

The substantive terms of the Proposals and the Extraordinary Resolution have not
been formulated by the Trustee who expresses no view on whether Noteholders
would be acting in Noteholders' best interests in approving them, and nothing in
this notice should be construed as a recommendation to Noteholders from the
Trustee to vote in favour of, or against, the Extraordinary Resolution.

The Trustee has not been involved in the formulation of the Proposals outlined
in the Memorandum and, in accordance with normal practice, expresses no opinion
on the merits of those Proposals or on the applicable Extraordinary Resolution.
Noteholders should take their own independent financial advice on the merits and
on the consequences of voting in favour of the applicable Extraordinary
Resolution, including any tax consequences.

However, on the basis of the information contained in the Memorandum, the
Trustee has authorised J Sainsbury plc to state that the Trustee has no
objection to the Extraordinary Resolution being put to Noteholders for their
consideration.

Noteholders are further given notice that J Sainsbury plc has also commenced an
Offer for the repurchase of the Notes, as more fully described in the
Memorandum.

General

Copies of the Memorandum are available for collection by Noteholders at the
specified office of any of the Existing Paying Agents and the specified office
of the Joint Dealer Managers, on and after the date of this Notice and will be
available at the Meeting. A Noteholder will be required to produce evidence
satisfactory to the relevant Existing Paying Agent or the Joint Dealer Managers
as to his status as a Noteholder before being permitted to collect a copy of the
Memorandum. Copies of (i) the Trust Deed relating to the Notes, the Notice and
the 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 the
specified office of the Joint Dealer Managers and each Existing Paying Agent
during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) up to and including the Expiration Date. Revised versions of
the documents described in (ii) above will be available as aforesaid (marked to
indicate changes to the draft made available at 24 February 2006) no later than
two London business days before the date of the Meeting and at the Meeting. Any
such revised document made available as aforesaid will supersede the previous
draft of such document and Noteholders will be deemed to have notice of any
changes.

The attention of Noteholders is particularly drawn to the quorum required for
the Meeting and for any adjourned meeting thereof which is set out in paragraph
4 of 'Voting and Quorum' below. Having regard to such requirements, Noteholders
are strongly urged either to attend the Meeting or to take steps to be
represented 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 a
valid Voting Instruction need take no further action to be represented at the
Meeting.  Noteholders who have not submitted or have submitted and subsequently
withdrawn an Acceptance Notice or a Voting Instruction should take note of the
provisions set out below detailing how such Noteholders can attend or take steps
to be represented at the Meeting.

1.                 Noteholder attendance: A Noteholder wishing to attend and
vote at the Meeting in person  must produce at such Meeting a valid voting
certificate or valid voting certificates issued by an Existing Paying Agent
relating to such Notes in respect of which he or she wishes to vote.

2.                 Appointment of Proxies: A Noteholder not wishing to attend
and vote at the Meeting in person may give a voting instruction instructing the
relevant Existing Paying Agent to appoint a proxy to attend and vote at such
Meeting in accordance with his or her instructions.

3.                 Deposit of Notes. Voting Certificates and Block Voting
Instructions: The Notes may, not less than 48 hours (including all or part of
two days upon which banks are open for business in London (disregarding for this
purpose the day upon which the Meeting is to be held)) ('48 hours') before the
time fixed for the Meeting or any adjourned Meeting thereof, be deposited with
any Existing Paying Agent or (to its satisfaction) held to its order for the
purpose of:

(i)                     obtaining voting certificates from such Existing Paying
Agent; or

(ii)                   such Existing Paying Agent completing a block voting
instruction in respect of such Notes appointing a proxy to attend and vote at
the Meeting or any adjourned Meeting in accordance with the instructions of that
Noteholder. A Noteholder will need to give voting instructions (such voting
instructions being neither revocable nor capable of amendment by the Noteholder
during the period commencing 48 hours prior to the time for which the Meeting or
any adjourned Meeting is convened) in accordance with the procedures of
Euroclear and/or Clearstream, Luxembourg, or on a voting instruction form
obtainable from the specified office of the relevant Existing Paying Agent, to
any Existing Paying Agent, not less than 48 hours before the time fixed for the
Meeting or any adjourned Meeting, to enable such Existing Paying Agent to
complete the block voting instruction.

Notes so deposited or held will not be released:

(i)                Voting Certificates: in the case of Notes in respect of which
a voting certificate has been issued until the first to occur of:

(a)                   the conclusion of the Meeting specified in such
certificate or any adjourned Meeting thereof or any poll taken on any resolution
proposed thereat (whichever is the later); and

(b)                   the surrender of the certificate to the Existing Paying
Agent who issued the certificate; and

(ii)              Block Voting Instructions: in the case of Notes in respect of
which a block voting instruction has been issued until the first to occur of:

(a)                   the conclusion of the Meeting specified in such block
voting instruction or any adjourned Meeting thereof or any poll taken on any
resolution proposed thereat (whichever is the later); and

(b)                   the surrender to the relevant Existing Paying Agent, not
less than 48 hours before the time for which such Meeting or any adjourned
Meeting thereof is convened or poll called, of the receipt issued by such
Existing Paying Agent in respect of each such deposited Note which is to be
released and the giving of notice from the relevant Existing Paying Agent to J
Sainsbury 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 Existing
Paying Agent to appoint a proxy to attend and vote at the meeting on his behalf
should not less than 48 hours before the time appointed for the holding of the
Meeting and within the relevant time limit appointed by Euroclear and/or
Clearstream, Luxembourg, as the case may be, request the relevant Clearing
System to block his Notes in his own account and to hold the same to the order
or under the control of an Existing Paying Agent.

A holder whose Notes have been so blocked will thus be able to obtain a voting
certificate from, or procure that a voting instruction is given in accordance
with the procedures of, Euroclear or Clearstream, Luxembourg to an Existing
Paying Agent. Notes so blocked will be released in accordance with the
procedures 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 shall
be two or more persons present in person holding voting certificates and/or
being proxies and holding or representing in the aggregate not less than
three-fourths in principal amount of such Notes for the time being outstanding
of such Series of Notes. On any adjourned Meeting, the quorum required shall be
two or more persons present in person holding voting certificates and/or being
proxies 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 appointed
for any such Meeting, a quorum is not present, such meeting shall stand
adjourned 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 the
Existing Trustee. At least 14 clear days' notice of any meeting adjourned
through want of quorum, and such notice shall be given in the same manner as of
the original meeting.

6.                 Voting by Show of Hands or Poll: Every question submitted to
each Meeting shall be decided on a show of hands unless a poll is duly demanded
by the Chairman or J Sainsbury plc or by one or more persons holding one or more
voting certificates and/or being proxies and/ or being representatives and
holding or representing in the aggregate not less than 2 per cent. of the
principal 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 and
on a poll have a casting vote in addition to the vote or votes (if any) to which
he may be entitled as a holder of a voting certificate and/or as a proxy and/or
as a representative.

7.                 Representation of Vote: On a show of hands every person who
is present in person and produces a voting certificate or is a proxy shall have
one vote. On a poll every person who is so present shall have one vote in
respect of each £1,000 or, as the case may be, €1,000 in principal amount of
Notes so produced or in respect of which such person is a proxy or a
representative.

8.                 Voting Majority Requirements: To be passed at the relevant
Meeting, the Extraordinary Resolution requires a majority consisting of not less
than three-fourths of the votes cast thereon. If passed, the Extraordinary
Resolution shall be binding upon all Noteholders, whether present or not present
at the Meeting at which it is passed and whether or not voting and upon all
Couponholders (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:     [phone]

Fax:    [phone]

Email:  [e-mail]

UBS Limited

1 Finsbury Avenue

London  EC2M 2PP

Tel:     [phone]

Fax:    [phone]

Email:  [e-mail]

The Tender Agent at:

The Bank of New York

One Canada Square

London E14 5AL

Tel: + 44 (0)20 7964 7662

Fax: [phone]

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 IN
ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER
AUTHORISED 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 Schedule
to the Trust Deed (as defined below) constituting the Notes and made between J
Sainsbury plc and The Law Debenture Trust Corporation p.l.c. (the 'Trustee'), a
meeting of the holders of the Notes (the 'Noteholders') has been convened by J
Sainsbury plc and will be held at the offices of Clifford Chance, 10 Upper Bank
Street, London E14 5JJ on 20 March 2006 at 09:20 a.m. London time (or as soon
thereafter 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) for
the purpose of considering and, if thought fit, passing the following resolution
which will be proposed as an Extraordinary Resolution in accordance with the
provisions of the Trust Deed.

J Sainsbury plc has convened the Meeting for the purpose of enabling Noteholders
to consider the proposals outlined in the Tender Offer and Consent Solicitation
Memorandum (the 'Memorandum') and resolve, if they think fit, to pass the
Extraordinary Resolution proposed in relation to the Notes. Capitalised terms
used in this Notice and not otherwise defined herein shall have the meanings
ascribed 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 deed
dated 26 July 2000 (as amended and supplemented from time to time) (the 'Trust
Deed') made between J Sainsbury plc and The Law Debenture Trust Corporation
p.l.c. (the 'Trustee') as trustee for the holders of the Notes hereby:

(A)            assents to the modification of the terms and conditions of the
Notes by the addition of a new Condition 5(ee) giving J Sainsbury plc the right
to redeem those Notes in respect of which an Acceptance Notice has not been
delivered pursuant to the relevant Offer (or has been delivered and subsequently
validly revoked) at any time not later than two London business days after the
Long Stop Date at an amount per £1,000 of nominal amount of Notes not less than
the Repurchase Price, plus Accrued Interest, on giving not less than 2 London
business days' notice (including the day on which such notice is delivered to
the Clearing Systems and the day on which the Notes are to be redeemed) to
Noteholders in the form of an announcement of redemption (the 'Announcement')
through a RIS and a notice via the Clearing Systems. The redemption, in
accordance with the Announcement, is conditional upon J Sainsbury plc having
notified Noteholders on the Confirmation Date that it intends to proceed to
settle the Offer in respect of the Notes. If this condition is not satisfied on
or before the expiry of the notice period specified in the Announcement, the
redemption of the Notes shall become incapable of becoming unconditional and no
redemption 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 to
effect the modifications referred to in paragraph (A) of this Extraordinary
Resolution in the form of the draft produced to this meeting and signed by the
chairman of the meeting for the purposes of identification, with such
amendments, if any, requested by J Sainsbury plc and approved by the Trustee in
its 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 Trustee
to carry out and give effect to this Extraordinary Resolution;

(C)             sanctions and approves every modification, abrogation, variation
or compromise of, or arrangement in respect of, the rights of Noteholders
necessary to give effect to this Extraordinary Resolution and to the Proposals
(whether or not the rights arise under the Trust Deed) and assents to every
modification, variation or abrogation of the Conditions (as defined in the Trust
Deed) of the Notes and/or the provisions contained in the Trust Deed involved in
or inherent in or effected by the implementation of this Extraordinary
Resolution and the Proposals;

(D)             authorises and requests the Trustee to concur in taking all
steps considered by it in its sole discretion to be necessary, desirable or
expedient to carry out and give effect to this Extraordinary Resolution;

(E)              discharges and exonerates the Trustee from any liability in
respect of any act or omission for which it may have become responsible under
the Trust Deed and/or the Notes in connection with this Extraordinary
Resolution; and

(F)              acknowledges that capitalised terms used in this Extraordinary
Resolution have the same meanings as those defined in the Tender Offer and
Consent Solicitation Memorandum published by J Sainsbury plc on 24 February
2006, unless the context otherwise requires.'

The substantive terms of the Proposals and the Extraordinary Resolution have not
been formulated by the Trustee who expresses no view on whether Noteholders
would be acting in Noteholders' best interests in approving them, and nothing in
this notice should be construed as a recommendation to Noteholders from the
Trustee to vote in favour of, or against, the Extraordinary Resolution.

The Trustee has not been involved in the formulation of the Proposals outlined
in the Memorandum and, in accordance with normal practice, expresses no opinion
on the merits of those Proposals or on the applicable Extraordinary Resolution.
Noteholders should take their own independent financial advice on the merits and
on the consequences of voting in favour of the applicable Extraordinary
Resolution, including any tax consequences.

However, on the basis of the information contained in the Memorandum, the
Trustee has authorised J Sainsbury plc to state that the Trustee has no
objection to the Extraordinary Resolution being put to Noteholders for their
consideration.

Noteholders are further given notice that J Sainsbury plc has also commenced an
Offer for the repurchase of the Notes, as more fully described in the
Memorandum.

General

Copies of the Memorandum are available for collection by Noteholders at the
specified office of any of the Existing Paying Agents and the specified office
of the Joint Dealer Managers, on and after the date of this Notice and will be
available at the Meeting. A Noteholder will be required to produce evidence
satisfactory to the relevant Existing Paying Agent or the Joint Dealer Managers
as to his status as a Noteholder before being permitted to collect a copy of the
Memorandum. Copies of (i) the Trust Deed relating to the Notes, the Notice and
the 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 the
specified office of the Joint Dealer Managers and each Existing Paying Agent
during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) up to and including the Expiration Date. Revised versions of
the documents described in (ii) above will be available as aforesaid (marked to
indicate changes to the draft made available at 24 February 2006) no later than
two London business days before the date of the Meeting and at the Meeting. Any
such revised document made available as aforesaid will supersede the previous
draft of such document and Noteholders will be deemed to have notice of any
changes.

The attention of Noteholders is particularly drawn to the quorum required for
the Meeting and for any adjourned meeting thereof which is set out in paragraph
4 of 'Voting and Quorum' below. Having regard to such requirements, Noteholders
are strongly urged either to attend the Meeting or to take steps to be
represented 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 a
valid Voting Instruction need take no further action to be represented at the
Meeting.  Noteholders who have not submitted or have submitted and subsequently
withdrawn an Acceptance Notice or a Voting Instruction should take note of the
provisions set out below detailing how such Noteholders can attend or take steps
to be represented at the Meeting.

1.                 Noteholder attendance: A Noteholder wishing to attend and
vote at the Meeting in person  must produce at such Meeting a valid voting
certificate or valid voting certificates issued by an Existing Paying Agent
relating to such Notes in respect of which he or she wishes to vote.

2.                 Appointment of Proxies: A Noteholder not wishing to attend
and vote at the Meeting in person may give a voting instruction instructing the
relevant Existing Paying Agent to appoint a proxy to attend and vote at such
Meeting in accordance with his or her instructions.

3.                 Deposit of Notes. Voting Certificates and Block Voting
Instructions: The Notes may, not less than 48 hours (including all or part of
two days upon which banks are open for business in London (disregarding for this
purpose the day upon which the Meeting is to be held)) ('48 hours') before the
time fixed for the Meeting or any adjourned Meeting thereof, be deposited with
any Existing Paying Agent or (to its satisfaction) held to its order for the
purpose of:

(i)                     obtaining voting certificates from such Existing Paying
Agent; or

(ii)                   such Existing Paying Agent completing a block voting
instruction in respect of such Notes appointing a proxy to attend and vote at
the Meeting or any adjourned Meeting in accordance with the instructions of that
Noteholder. A Noteholder will need to give voting instructions (such voting
instructions being neither revocable nor capable of amendment by the Noteholder
during the period commencing 48 hours prior to the time for which the Meeting or
any adjourned Meeting is convened) in accordance with the procedures of
Euroclear and/or Clearstream, Luxembourg, or on a voting instruction form
obtainable from the specified office of the relevant Existing Paying Agent, to
any Existing Paying Agent, not less than 48 hours before the time fixed for the
Meeting or any adjourned Meeting, to enable such Existing Paying Agent to
complete the block voting instruction.

Notes so deposited or held will not be released:

(i)                Voting Certificates: in the case of Notes in respect of which
a voting certificate has been issued until the first to occur of:

(a)                   the conclusion of the Meeting specified in such
certificate or any adjourned Meeting thereof or any poll taken on any resolution
proposed thereat (whichever is the later); and

(b)                   the surrender of the certificate to the Existing Paying
Agent who issued the certificate; and

(ii)              Block Voting Instructions: in the case of Notes in respect of
which a block voting instruction has been issued until the first to occur of:

(a)                   the conclusion of the Meeting specified in such block
voting instruction or any adjourned Meeting thereof or any poll taken on any
resolution proposed thereat (whichever is the later); and

(b)                   the surrender to the relevant Existing Paying Agent, not
less than 48 hours before the time for which such Meeting or any adjourned
Meeting thereof is convened or poll called, of the receipt issued by such
Existing Paying Agent in respect of each such deposited Note which is to be
released and the giving of notice from the relevant Existing Paying Agent to J
Sainsbury 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 Existing
Paying Agent to appoint a proxy to attend and vote at the meeting on his behalf
should not less than 48 hours before the time appointed for the holding of the
Meeting and within the relevant time limit appointed by Euroclear and/or
Clearstream, Luxembourg, as the case may be, request the relevant Clearing
System to block his Notes in his own account and to hold the same to the order
or under the control of an Existing Paying Agent.

A holder whose Notes have been so blocked will thus be able to obtain a voting
certificate from, or procure that a voting instruction is given in accordance
with the procedures of, Euroclear or Clearstream, Luxembourg to an Existing
Paying Agent. Notes so blocked will be released in accordance with the
procedures 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 shall
be two or more persons present in person holding voting certificates and/or
being proxies and holding or representing in the aggregate not less than
three-fourths in principal amount of such Notes for the time being outstanding
of such Series of Notes. On any adjourned Meeting, the quorum required shall be
two or more persons present in person holding voting certificates and/or being
proxies 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 appointed
for any such Meeting, a quorum is not present, such meeting shall stand
adjourned 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 the
Existing Trustee. At least 14 clear days' notice of any meeting adjourned
through want of quorum, and such notice shall be given in the same manner as of
the original meeting.

6.                 Voting by Show of Hands or Poll: Every question submitted to
each Meeting shall be decided on a show of hands unless a poll is duly demanded
by the Chairman or J Sainsbury plc or by one or more persons holding one or more
voting certificates and/or being proxies and/ or being representatives and
holding or representing in the aggregate not less than 2 per cent. of the
principal 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 and
on a poll have a casting vote in addition to the vote or votes (if any) to which
he may be entitled as a holder of a voting certificate and/or as a proxy and/or
as a representative.

7.                 Representation of Vote: On a show of hands every person who
is present in person and produces a voting certificate or is a proxy shall have
one vote. On a poll every person who is so present shall have one vote in
respect of each £1,000 or, as the case may be, €1,000 in principal amount of
Notes so produced or in respect of which such person is a proxy or a
representative.

8.                 Voting Majority Requirements: To be passed at the relevant
Meeting, the Extraordinary Resolution requires a majority consisting of not less
than three-fourths of the votes cast thereon. If passed, the Extraordinary
Resolution shall be binding upon all Noteholders, whether present or not present
at the Meeting at which it is passed and whether or not voting and upon all
Couponholders (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:     [phone]

Fax:    [phone]

Email:  [e-mail]

UBS Limited

1 Finsbury Avenue

London  EC2M 2PP

Tel:     [phone]

Fax:    [phone]

Email:  [e-mail]

The Tender Agent at:

The Bank of New York

One Canada Square

London E14 5AL

Tel: + 44 (0)20 7964 7662

Fax: [phone]

Attention: Emma Wilkes



The Existing Principal Paying Agent at:

Citibank N.A.

5 Carmelite Street

London  EC4Y 0PA




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