Remuneration Report clarity

Sainsbury(J) PLC
08 July 2004


8 July 2004


Remuneration Report

The Board of J Sainsbury plc has reconsidered the Remuneration Report insofar as
it relates to Sir Peter Davis in the light of institutional shareholder
objections to his remuneration arrangements, the recent trading update and Sir
Peter Davis stepping down as Chairman and as a director of the Company.

Based on the information available at the time, the Remuneration Committee
proposed an award of 864,000 shares for 2003/04 out of a possible total award of
1 million shares in accordance with the terms of Sir Peter Davis' contract. In
reaching this decision, the Remuneration Committee was advised by Towers Perrin,
the professional remuneration consultants, and believed at the time, that this
award was in the best interests of the Company and its shareholders. On 30 June
2004, a special Board meeting was convened at which the new Chief Executive,
Justin King, reported to the Board on his early analysis of the condition of the
Company. Based on this new information, the Remuneration Committee can no longer
support its original recommendation on the proposed share award.

The Board has sought legal advice regarding the Remuneration Report Resolution,
which must be put to shareholders at the forthcoming Annual General Meeting. The
Board considered putting an amended Resolution to the meeting, which would have
excluded matters relating to Sir Peter Davis, but this was rejected on advice
from the Company's lawyers and due to the mixed response from the various
shareholder representative bodies.

Although the Board recognises that some shareholders may vote against the
Resolution at the Annual General Meeting, the Remuneration Report covers many
other matters important to the Company in addition to the proposed share award
to Sir Peter Davis. The Board will therefore continue to recommend the
Remuneration Report to shareholders at the Annual General Meeting, but the Board
will not implement these recommendations in relation to Sir Peter Davis. These
matters have been referred to the respective legal representatives of both
parties as part of his termination arrangements. The Company has been advised
not to comment further on these matters.

Philip Hampton has been appointed Chairman with effect from 19 July 2004, an
announcement that received widespread support. He is committed to meeting with
major shareholders as soon as possible after this date. It is in the interests
of the Company and all its shareholders that the new team of Philip Hampton as
Chairman and Justin King as Chief Executive look forward not back, and focus all
their energies on restoring the fortunes of Sainsbury's.


Enquiries:

Investor relations                                         Media
[phone]                                       [phone]
Roger Matthews                                             Jan Shawe
Lynda Ashton                                               Pip Wood


Notes

The AGM will be held on 12 July, at The Queen Elizabeth II Conference Centre,
commencing at 11am.




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