Burberry Group PLC

Proxy Solicitation & Information Statement • Jun 10, 2020

NOTICE OF AVAILABILITY – IMPORTANT, PLEASE READ CAREFULLY.

You can now access the 2019/20 Annual Report and Accounts and Notice of Annual General Meeting at Burberryplc.com.

Due to the UK Government restrictions related to COVID-19, shareholders regrettably will not be able to attend the Annual General Meeting (AGM) in person. Instead, we strongly encourage you to either vote in advance electronically or submit the Form of Proxy appointing the Chairman of the Meeting as proxy.

Thank you for your understanding and cooperation.

ADMISSION CARD

Please note that the AGM is a private meeting for shareholders and duly authorised proxies/representatives. Due to COVID-19 restrictions prohibiting public gatherings, shareholders will not be allowed to attend in person.

The AGM is to be held at Horseferry House, Horseferry Road, London, SW1P 2AW on Wednesday, 15 July 2020 at 11:00am as a closed meeting.

	Date	Signature
	Burberry Group plc Annual General Meeting 2020
+	FORM OF PROXY							2556-093-S				+
	Voting ID	Task ID					Shareholder Reference Number
							I/We being (a) member(s) of the above named Company hereby appoint the Chairman of the Meeting or the following person (see note 2 overleaf):
	Name					Number of Shares
	resolutions referred to in the Notice of AGM as indicated with an X in the appropriate boxes below. of the proportion of the votes 'For' and 'Against' a resolution.						held on Wednesday, 15 July 2020 at 11:00 am and at any adjournment thereof. I/We direct my/our proxy to vote (or withhold my/our vote) on each of the Please tick here if this proxy appointment is one of multiple appointments being made (please refer to note 3 overleaf). Please indicate your vote by marking with an X in the appropriate boxes in black ink below how you wish to vote on each resolution. If you wish to abstain on any particular resolution, you can use the 'Withheld' option. A vote withheld is not a vote in law and will not be counted in the calculation
	Resolutions			For Against Withheld					For Against Withheld
	1. To receive the Company's Annual Report and Accounts for the year ended 28 March 2020.						12. To re-elect Dame Carolyn McCall as a Director of the Company.
	2. To approve the Directors' Remuneration Policy set out on pages 161 to 171 of the Company's Annual Report and Accounts for the year ended 28 March 2020.						13. To re-elect Orna NíChionna as a Director of the Company.
							14. To appoint Ernst & Young LLP as auditor of the Company.
	3. To approve the Directors' Remuneration Report for the year ended 28 March 2020 as set out in the Company's Annual Report and Accounts.						15. To authorise the Audit Committee of the Company to determine the auditor's remuneration for the year ended 27 March 2021.
	4. To re-elect Dr Gerry Murphy as a Director of the Company.						16. To approve and establish a new discretionary employee share plan, the Burberry Share Plan 2020
	Company.	5. To re-elect Marco Gobbetti as a Director of the					(the BSP).
	6. To re-elect Julie Brown as a Director of the Company.						17. To authorise political donations by the Company and its subsidiaries.
	7. To re-elect Fabiola Arredondo as a Director of the Company.						18. To authorise the Directors to allot shares.
	8. To elect Sam Fischer as a Director of the Company.						19. To renew the Directors' authority to disapply pre-emption rights (Special Resolution).

• 1. To re-elect Ron Frasch as a Director of the Company.
• 1. To re-elect Matthew Key as a Director of the Company.
• 1. To elect Debra Lee as a Director of the Company.
• Date Signature

20.To authorise the Company to purchase its own ordinary shares (Special Resolution).

notice (Special Resolution).

1. To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days'

+

Notes

• 1. To be valid, this Form of Proxy and the power of attorney or other authority (if any) under which it is signed and dated must be received by Equiniti not later than 11:00am on Monday, 13 July 2020.
• 1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. However, to minimise public health risks due to the impact of COV1D-19, shareholders will not be able to attend the AGM in person and we strongly encourage electronic voting or appointing the Chairman of the Meeting as a proxy to attend, speak and vote on your behalf. Shareholders should not enter their own name in the 'Name' box.
• 1. To appoint more than one proxy, either photocopy this form or contact Equiniti on 0371 384 2839. Lines open 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales). Equiniti's overseas helpline number is +44 (0)121 415 0804. Ensure you specify the number of shares over which each proxy can act. Multiple Forms of Proxy should be returned together in the same envelope. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise. Photocopies may only be used in respect of the same registered shareholder name (and designated account as applicable) as it appears on the original form.
• 1. To register the appointment of a proxy electronically, visit www.sharevote.co.uk and follow the instructions provided. The proxy appointment must be received by Equiniti by 11:00am on Monday, 13 July 2020.
• 1. Please see the Notice of AGM for further advice on how to appoint/ instruct proxies via CREST.
• 1. The Form of Proxy must be signed and dated by the shareholder or his attorney duly authorised in writing. In the case of a corporation, the proxy appointment must be under seal or signed by a duly authorised officer or attorney. In the case of joint holdings, any one holder may sign this form, but the vote of the first named in the register of members will be accepted to the exclusion of the votes of joint holders.
• 1. If no specific directions are given, the proxy will vote or abstain from voting as he thinks fit on the specified resolutions, and, unless instructed otherwise, the person appointed proxy may also vote or abstain from voting as he thinks fit on any business (including amendments to resolutions) which may properly come before the AGM.
• 1. A proxy need not be a member of the Company. If no name is inserted in the box provided, the Chairman of the Meeting will be deemed appointed as the proxy.
• 1. Any alteration to this Form of Proxy should be initialled by the person who signed it.
• 1. If you do not wish anyone other than the Company or Equiniti to see the Form of Proxy, you may fold it in half and send it in an envelope to: Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU.
• 1. The completion and return of this Form of Proxy will not preclude a member from attending the AGM and voting in person. However, please note the current restrictions on attendance at the AGM in person.

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Equiniti Aspect House Spencer Road Lancing BN99 8BU