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Kingfisher PLC

Proxy Solicitation & Information Statement Apr 15, 2024

4675_agm-r_2024-04-15_3e05cb6d-ed46-4103-9753-ddd023f6ebf0.pdf

Proxy Solicitation & Information Statement

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The Chair of Kingfisher plc (the 'company') invites you to attend the Annual General Meeting of the company to be held at No. 11 Cavendish Square, London, W1G 0AN on Thursday 20 June 2024 at 2.00pm (the 'AGM' or 'Meeting').

Shareholder Reference Number (SRN)

Please detach this portion before posting the Form of Proxy. Please see information overleaf on how you may participate at the AGM.

Form of Proxy - Annual General Meeting to be held on Thursday 20 June 2024

s:

Explanatory notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the Meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see overleaf). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see overleaf) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
  • 2. To appoint more than one proxy, additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 702 0129 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see overleaf) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
  • 3. In the absence of any voting instructions, your proxy may vote or refrain from voting as they think fit on the specified resolution(s) or on any other business (including amendments to resolutions) which may properly come before the Meeting.
  • 4. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly note: This form is issued only to the addressee(s) and is specific to the All Named Holders unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

  • 5. Only those shareholders registered on the company's Register of Members at close of business on Tuesday 18 June 2024 shall be entitled to vote at the Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
  • 6. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this Meeting and any adjournment(s) by using the procedures described in the CREST Manual and in the Notice of AGM. Crest messages must be received by the issuer's agent (ID numbr 3RA50) by 2.00pm on Tuesday 18 June 2024.
  • 7. Set out above is how your address appears on the Register of Members. If this information is incorrect please call the Registrar's helpline on 0370 702 0129 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 8. Any alterations made to this form should be initialled.
  • 9. The completion and return of this form will not preclude a member from attending the Meeting and voting in person.
  • 10. All references to attendance at this Meeting refer to physical attendance, in the manner set out overleaf and in the Notice of AGM.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Kingfisher plc to be held at No. 11 Cavendish Square, London, W1G 0AN on Thursday 20 June 2024 at 2.00pm, and at any adjourned Meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X
X
inside the box as shown in this example.
1. Ordinary Resolutions
THAT the company's Annual Report and Accounts for the
financial year ended 31 January 2024 together with the
Strategic report, the Directors' report, and Independent
For Vote
Against Withheld
11. THAT Bill Lennie be re-elected as a director of the
company.
For Vote
Against Withheld
2. Auditor's report on those accounts (the 'Annual Report
and Accounts') be received.
THAT the Directors' Remuneration Report (excluding the
Directors' Remuneration Policy, set out on pages 88 to 95
12. THAT Deloitte LLP be re-appointed as auditor of the
company to hold office from the conclusion of this meeting
until the conclusion of the next general meeting at which
accounts are laid before the company.
of the Directors' Remuneration Report), as set out in the
Annual Report and Accounts be received and approved.
13. THAT the Audit Committee be authorised to determine the
remuneration of the auditor.
3. THAT a final dividend of 8.60 pence per ordinary share
be declared for payment on 25 June 2024 to those
shareholders on the register at the close of business on
14. THAT the company be authorised to make political
donations or to incur political expenditure.
4. 17 May 2024.
THAT Claudia Arney be re-elected as a director of the
company.
15. THAT the directors be authorised to allot new shares.
Special Resolutions
5. THAT Bernard Bot be re-elected as a director of the
company.
16. THAT the company be authorised to disapply pre-emption
rights for up to five per cent of issued share capital.
6. THAT Catherine Bradley be re-elected as a director of the
company.
17. THAT the company be authorised to disapply pre-emption
rights for an additional five per cent of issued share capital
in connection with an acquisition or capital investment.
7. THAT Jeff Carr be re-elected as a director of the company. 18. THAT the company be authorised to purchase its own
shares.
8. THAT Thierry Garnier be re-elected as a director of the
company.
19. THAT a general meeting other than an annual general
meeting may be called on not less than 14 clear days'
notice.
9. THAT Sophie Gasperment be re-elected as a director of
the company.
10. THAT Rakhi Goss-Custard be re-elected as a director of
the company.
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as they see fit or abstain in relation to any business of the Meeting.
Signature
Date
/ / In the case of a corporation, this proxy must be given under its common
seal or be signed on its behalf by an attorney or officer duly authorised,
C
C
S
2
1
8
3
0
4
K
F
S

stating their capacity (e.g. director, secretary).

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