Proxy Solicitation & Information Statement • Jul 28, 2021
Proxy Solicitation & Information Statement
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| N Dixons Carphone | |
|---|---|
Dixons Carphone plc (the 'Company') Annual General Meeting ('AGM') to be held on Wednesday 15 September 2021 at 9.30am at 65 Queen's Gate, London, SW7 5JS.
Shareholder Reference Number
If you are attending the AGM, please bring this card with you.
NOTICE OF AVAILABILITY – Important; please read carefully. You can now access the Annual Report and Accounts 2020/21 and Notice of Annual General Meeting 2021 ('Notice of AGM') at www.dixonscarphone.com/investors. You can submit your proxy online at www.sharevote.co.uk using the details on the form of proxy below.
How would you like to receive future shareholder communications?
Managing your shareholding online is fast, convenient and reduces the impact on the environment. You have the following options:
| Option 1 (email notification) | |||
|---|---|---|---|
| To receive email notifications when shareholder documents are |
|---|
| available on our website at www.dixonscarphone.com. |
| Register at www.shareview.co.uk. |
| Option 2 (written notification) | ||||
|---|---|---|---|---|
| -- | -- | -- | -- | --------------------------------- |
| To receive written notifications by post when shareholder documents |
|---|
| are available on our website at www.dixonscarphone.com. |
| No action required. |

If we do not hear from you by 11.00am on 26 August 2021, you will be deemed to have agreed to Option 2.
Shareholder Reference Number
3526-0062
DIXONS CARPHONE PLC ANNUAL GENERAL MEETING ('AGM') TO BE HELD ON WEDNESDAY 15 SEPTEMBER 2021 AT 9.30AM
| Voting ID | Task ID | Shareholder Reference Number | |||
|---|---|---|---|---|---|
| You can submit your proxy electronically, using the above details, at www.sharevote.co.uk. I / We, the undersigned, being a member / members of Dixons Carphone plc (the 'Company') hereby appoint the Chairman of the AGM or: as my / our proxy to exercise all or any of my / our rights to attend, speak and vote in respect of my / our voting entitlement on my / our behalf at the AGM of the Company to be held on Wednesday 15 September 2021 at 9.30am and at any adjournment thereof. The proxy will vote on the resolutions listed below as indicated. The proxy will vote at his / her discretion, or withhold from voting on any resolution listed below, if no instruction is given regarding that resolution and on any other business transacted at the AGM. |
Name of proxy | Number of shares (if not full voting entitlement) (see Notice of AGM) |
|||
| Please mark this box to indicate if this proxy appointment is one of multiple appointments being made. |
|||||
| Please indicate your vote by marking the appropriate boxes in black or blue ink like this: 1. To receive the Accounts, the reports of the directors and the Auditor's Report for the period ended 1 May 2021. 2. To approve the Directors' Remuneration Report. 3. To declare a full year dividend of 3p per ordinary share. 4. To elect Bruce Marsh as a Director. 5. To re-elect Alex Baldock as a Director. 6. To re-elect Eileen Burbidge MBE as a Director. 7. To re-elect Tony DeNunzio CBE as a Director. 8. To re-elect Andrea Gisle Joosen as a Director. 9. To re-elect Lord Livingston of Parkhead as a Director. Notes to help you complete this form are in the Notice of AGM. You should read these carefully before completing this form. Please mark this box |
For Against Withheld |
X 10. To re-elect Fiona McBain as a Director. 11. To re-elect Gerry Murphy as a Director. 12. To reappoint Deloitte LLP as auditor of the Company. 13. Authority for the Directors to determine the auditor's remuneration. 14. Authority to make political donations not exceeding £25,000 in total. 15. Authority to allot shares. Special Resolutions 16. Power to dis-apply pre-emption rights. 17. Authority for the Company to purchase its own shares. 18. Authority to call general meetings at short notice. |
For Against Withheld if signing on behalf of the shareholder as power of attorney, receiver or third party. This card should not be used for comments, |
change of address or other queries. Please send separate instruction.
Signature Date

Nearest Station is Paddington. Approximately 10 minutes drive from venue and taxis are available outside the station.
Bus routes 70 and 74 go past the venue.
Nearest stations are Gloucester Road & South Kensington (both on Circle, District and Piccadilly lines).
Approximately five minutes walk from venue.


Dixons Carphone plc (the 'Company') Annual General Meeting ('AGM') to be held on Wednesday 15 September 2021 at 9.30am at 65 Queen's Gate, London, SW7 5JS.
Shareholder Reference Number
If you are attending the AGM, please bring this card with you.
NOTICE OF AVAILABILITY – Important; please read carefully. You can now access the Annual Report and Accounts 2020/21 and Notice of Annual General Meeting 2021 ('Notice of AGM') at www.dixonscarphone.com/investors. You can submit your proxy online at www.sharevote.co.uk using the details on the form of proxy below.
DIXONS CARPHONE PLC ANNUAL GENERAL MEETING ('AGM') TO BE HELD ON WEDNESDAY 15 SEPTEMBER 2021 AT 9.30AM
| Voting ID | Task ID | Shareholder Reference Number | ||
|---|---|---|---|---|
| You can submit your proxy electronically, using the above | Number of shares (if not full voting entitlement) | |||
| details, at www.sharevote.co.uk. I / We, the undersigned, being a member / members of Dixons Carphone plc (the 'Company') hereby appoint the Chairman of the AGM or: as my / our proxy to exercise all or any of my / our rights to attend, speak and vote in respect of my / our voting entitlement on my / our behalf at the AGM of the Company to be held on Wednesday 15 September 2021 at 9.30am and at any adjournment thereof. The proxy will vote on the resolutions listed below as indicated. The proxy will vote at his / her discretion, or withhold from voting on any resolution listed below, if no instruction is given regarding that resolution and on any other business transacted at the AGM. |
Name of proxy | (see Notice of AGM) | ||
| Please mark this box to indicate if this proxy appointment is one of multiple appointments being made. |
||||
| Please indicate your vote by marking the appropriate boxes in black or blue ink like this: X |
||||
| 1. To receive the Accounts, the reports of the directors and the Auditor's Report for the period ended 1 May 2021. 2. To approve the Directors' Remuneration Report. 3. To declare a full year dividend of 3p per ordinary share. 4. To elect Bruce Marsh as a Director. 5. To re-elect Alex Baldock as a Director. 6. To re-elect Eileen Burbidge MBE as a Director. 7. To re-elect Tony DeNunzio CBE as a Director. 8. To re-elect Andrea Gisle Joosen as a Director. 9. To re-elect Lord Livingston of Parkhead as a Director. Notes to help you complete this form are in the Notice of AGM. You should read these carefully before completing this form. |
For Against Withheld |
10. To re-elect Fiona McBain as a Director. 11. To re-elect Gerry Murphy as a Director. 12. To reappoint Deloitte LLP as auditor of the Company. 13. Authority for the Directors to determine the auditor's remuneration. 14. Authority to make political donations not exceeding £25,000 in total. 15. Authority to allot shares. Special Resolutions 16. Power to dis-apply pre-emption rights. 17. Authority for the Company to purchase its own shares. 18. Authority to call general meetings at short notice. |
For Against Withheld |
|
| Please mark this box change of address or other queries. Please send separate instruction. |
if signing on behalf of the shareholder as power of attorney, receiver or third party. This card should not be used for comments, |
Signature Date 3526-0063
Nearest Station is Paddington. Approximately 10 minutes drive from venue and taxis are available outside the station.
Bus routes 70 and 74 go past the venue.
Nearest stations are Gloucester Road & South Kensington (both on Circle, District and Piccadilly lines). Approximately five minutes walk from venue.

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