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Domino's Pizza Group PLC

Proxy Solicitation & Information Statement Feb 23, 2012

5314_agm-r_2012-02-23_e66fed3d-4ce0-446f-b9d9-e885f628bc15.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD Domino's Pizza UK & IRL plc – ANNUAL GENERAL MEETING

Notes

    1. To appoint as a proxy a person other than the Chairman of the meeting insert the full name in the space provided. A proxy need not be a member of the Company.
    1. You are entitled to appoint more than one proxy, provided that each proxy is appointed to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy.
    1. Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting.
    1. The Form of Proxy below must arrive at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU during usual business hours accompanied by any Power of Attorney under which it is executed (if applicable) no later than 1.00pm on Monday, 26 March 2012.
    1. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney.
    1. In the case of joint holders, any one holder may sign this form. If more than one proxy form is received in respect of a joint holding, only the vote of the senior will be accepted, seniority being determined by the order in which the names appear on the register.
    1. The Form of Proxy is for use in respect of the shareholder account specified above only and should not be amended or submitted in respect of a different account.
    1. The 'Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution.
    1. Shares held in uncertified form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual www.euroclear.com/CREST.
To be held at: The Training Centre, Unit B, Kingston Centre, Winchester Circle, Kingston, Milton Keynes,
MK10 0BA at 1.00pm on Wednesday 28 March 2012.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of Barcode: person attending

Investor Code:

FORM OF PROXY Domino's Pizza UK & IRL plc – ANNUAL GENERAL MEETING

Bar Code:

Investor Code:

I/We being a member/members of the Company hereby appoint the Chairman of the meeting or (see note 1 above)

Name of proxy Number of shares proxies appointed over
Event Code:

as my/our proxy to attend, speak and vote on my/our behalf as indicated in the boxes below at the Annual General Meeting of the Company to be held at 1.00pm on Wednesday 28 March 2012 and at any adjournment thereof. If no indication is given, I/we authorise my/our proxy to vote, or abstain from voting at their discretion on the resolutions or on any other business (including amendments to resolutions ) which may come before the AGM. If you wish to appoint multiple proxies please see note 2 above.

I have indicated with a '✗' how I/we wish my/our votes to be cast on the following resolutions: Please also tick here if you are appointing more than one proxy.
RESOLUTIONS Please mark '✗' to indicate
how you wish to vote
For Against Vote Withheld RESOLUTIONS Please mark '✗' to indicate
how you wish to vote
1 To receive and adopt the Company's audited accounts and
financial statements for the year ended 25 December 2011
together with the Directors' Report and Auditors' Report.
X X X 11 To re-elect Michael Shallow as a director of the Company.
2 To re-appoint Ernst & Young LLP as auditors of the Company
until the conclusion of the next annual general meeting at
which the accounts are to be laid before the Company.
X X X 12 To elect Syl Saller as a director of the Company.
13 To elect Helen Keays as a director of the Company.
3 To authorise the Audit Committee of the board of directors to
agree the remuneration of the Company's auditors.
X X X 14 To approve the Report on Directors' remuneration for the year
ended 25 December 2011.
4 To declare payable the final dividend for the year ended
25 December 2011 of 6.80 pence per ordinary share on 29 March
2012 to ordinary shareholders whose names appear on the
X X X 15 To grant the Directors authority under section 551 of The
Companies Act 2006 ("2006 Act") to allot ordinary shares.
5 register of members at close of business on 24 February 2012.
To re-elect Stephen Hemsley as a director of the Company.
X X X 16 To approve the Company's 2012 Long Term Incentive Plan (the
"Plan") and that the Directors be authorised to make
modifications to the Plan and to establish further plans based
on the Plan.
6 To re-elect Colin Halpern as a director of the Company. X X X SPECIAL RESOLUTIONS
17 To disapply pre-emption rights under sections 570 and 573 of
7 To re-elect Lance Batchelor as a director of the Company. X X X the 2006 Act.
18 To grant the Company authority under section 701 of the 2006
8 To re-elect Lee Ginsberg as a director of the Company. X X X Act to purchase its own ordinary shares.
9 To re-elect Nigel Wray as a director of the Company. X X X 19 To allow extraordinary general meetings of the Company to
be called by 14 clear days' notice.
10 To re-elect John Hodson as a director of the Company. X X X 20 To change the name of the Company to Domino's Pizza Group
plc with effect from 1 May 2012.
Vote Withheld
how you wish to vote For Against
11 To re-elect Michael Shallow as a director of the Company. X X X
12 To elect Syl Saller as a director of the Company. X X X
13 To elect Helen Keays as a director of the Company. X X X
14 To approve the Report on Directors' remuneration for the year
ended 25 December 2011.
X X X
15 To grant the Directors authority under section 551 of The
Companies Act 2006 ("2006 Act") to allot ordinary shares.
X X X
16 To approve the Company's 2012 Long Term Incentive Plan (the
"Plan") and that the Directors be authorised to make
modifications to the Plan and to establish further plans based
on the Plan.
X X X
SPECIAL RESOLUTIONS
17 To disapply pre-emption rights under sections 570 and 573 of
the 2006 Act.
X X X
18 To grant the Company authority under section 701 of the 2006
Act to purchase its own ordinary shares.
X X X
19 To allow extraordinary general meetings of the Company to
be called by 14 clear days' notice.
X X X
20 To change the name of the Company to Domino's Pizza Group
plc with effect from 1 May 2012.
X X X

sterling 156840

Business Reply Licence Number RSBH-UXKS-LRBC

PXS 34 Beckenham Road Beckenham BR3 4TU

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