DFS FURNITURE PLC

Pre-Annual General Meeting Information • Oct 22, 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in DFS Furniture plc, please send this document, together with the accompanying documents, as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

DFS Furniture plc

Notice of Annual General Meeting Friday 22 November 2024 at 2.30pm

Notice of the Annual General Meeting of the Company to be held at 2.30pm on 22 November 2024 at DFS Group Support Centre, 1 Rockingham Way, Redhouse Interchange, Adwick-le-Street, Doncaster, DN6 7NA is set out on pages 3 to 5 of this document. Shareholders will also find enclosed with this document a form of proxy to use in connection with the Annual General Meeting.

Our corporate website is the principal means we use to communicate with our shareholders. To view the documents referenced in this Notice of AGM, including the Annual Report and Financial Statements 2024, visit: www.dfscorporate.co.uk/investors/reports-and-presentations.

To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed thereon, as soon as possible and, in any event, it must reach the Company's registrars, Equiniti, by no later than 2.30pm on 20 November 2024. You may appoint a proxy in CREST by completing and transmitting a CREST proxy instruction to Equiniti so that it is received by no later than 2.30pm on 20 November 2024. The form of proxy can be delivered by post or by hand to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. Completion and return of a form of proxy will not preclude shareholders from attending and voting at the Annual General Meeting should they choose to do so. Further instructions relating to the form of proxy are set out in the notice of the Annual General Meeting.

Letter from the Chair

22 October 2024

Dear Shareholder

Annual General Meeting

I am pleased to give you notice of the Annual General Meeting ("AGM") of DFS Furniture plc (the "Company") which will be held at 2.30pm on Friday 22 November 2024 at DFS Group Support Centre, 1 Rockingham Way, Redhouse Interchange, Adwick-le-Street, Doncaster, DN6 7NA.

The primary focus of the AGM will be on the formal business set out in the Notice of Meeting. However, to facilitate the engagement we value with our shareholders, the meeting will include a Question-and-Answer session. Shareholders that wish to attend the AGM in person are requested to notify the Group Company Secretary, Elizabeth McDonald, by emailing liz.mcdonald@dfs.co.uk by no later than 5.00pm on 19 November 2024.

Further details of the AGM

The formal Notice of AGM and the resolutions to be proposed at the AGM are set out on pages 4 to 6 of this document. The following is a brief summary of the items of business:

• Resolution 1 relates to the receiving of the reports and accounts for the 53 weeks ended 30 June 2024 (the "Annual Report").
• Resolution 2 relates to the approval of the Remuneration Policy.
• Resolution 3 relates to the approval of the Directors' Remuneration Report which is set out in the Annual Report.
• Resolution 4 relates to the approval of the new DFS Group Share Plan.
• Resolutions 5 to 10 relate to the re-election/election of the Directors in accordance with the Company's articles of association and the UK Corporate Governance Code.
• Resolutions 11 and 12 relate to the re-appointment of auditors and authorise the Audit Committee to set their fees.
• Resolutions 13 to 16 relate to the share capital of the Company, as explained in more detail below.
• Resolution 17 seeks shareholder approval to allow the Directors to call general meetings (other than annual general meetings) on 14 days' notice.

The business of the meeting will be conducted on a poll. Whilst the Company is looking forward to welcoming our shareholders to our AGM this year, to ensure shareholders can exercise their right to vote we would encourage shareholders to vote in the following ways:

• If you will be attending the AGM in person, please bring the attendance card enclosed with your Proxy Form. If you are not able or do not wish to attend the AGM in person, you can cast your votes by proxy by completing the enclosed Proxy Form and returning it to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. Alternatively, you can vote using the internet at www. sharevote.co.uk using the relevant reference numbers printed on your Proxy Form. Completion and return of the Proxy Form will not prevent shareholders from attending in person and voting at the meeting should you subsequently decide to do so.
• CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the AGM. Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform – please go to www.proxymity.io as detailed in the Notes to the Notice of AGM on pages 6 to 9.

Please note that all Proxy Forms and appointments, whether postal or electronic, must be received by 2.30pm on 20 November 2024.

The results of voting on the resolutions will be published on the Company's corporate website, www.dfscorporate.co.uk, as soon as practicable following the conclusion of the AGM.

Recommendation

Your Directors' believe that all the resolutions set out in this Notice are in the best interests of DFS Furniture PLC and its shareholders as a whole. Accordingly, the Directors' unanimously recommends that you vote in favour of all the resolutions as they intend to do in respect of their own shareholdings. The Board would like to take this opportunity to thank all shareholders for their continued support and wishes them well. The results of the AGM will be announced via a regulatory information service and published on our website www.dfscorporate.co.uk as soon as practicable after the conclusion of the AGM.

If I am appointed as proxy I will, of course, vote in accordance with any instructions given to me. If I am given discretion as to how to vote, I will vote in favour of each of the resolutions to be proposed at the AGM.

Yours faithfully

Steve Johnson

Chair

DFS Furniture plc

Notice is hereby given that the Annual General Meeting of DFS Furniture plc will be held at 2.30pm on Friday 22 November 2024 at DFS Group Support Centre, 1 Rockingham Way, Redhouse Interchange, Doncaster, DN6 7NA to consider and, if thought appropriate, pass the following resolutions of which resolutions 1 to 13 will be proposed as ordinary resolutions and resolutions 14 to 17 will be proposed as special resolutions.

ORDINARY RESOLUTIONS

Reports and Accounts

1. THAT the Company's financial statements for the 53 weeks ended 30 June 2024, together with the Directors' report, Strategic report and the Independent Auditor's report on those accounts, be received.

Remuneration Policy

1. THAT the company's Remuneration policy set out on pages 66 to 87 of the Annual report will be adopted.

Directors' Remuneration Report,

1. THAT the Annual Remuneration Report section of the Directors' Remuneration Report for the 53 weeks ended 30 June 2024, set out on pages 67 to 87 of the Annual Report be approved.

Approval of the DFS Furniture plc DFS Group Share Plan

1. That the DFS Furniture plc DFS Group Share Plan (the "DSP"), the principal terms of which are summarised in the Appendix to the Notice of AGM and the rules of which are produced at the AGM and for the purposes of identification initialled by the Chair, be approved and that the Directors be authorised to: (a) do all acts and things which they may consider necessary or expedient to carry the DSP into effect; and (b) establish such further plans based on the DSP as they consider necessary or desirable but which have been modified to take account of local tax, exchange control or securities laws outside the United Kingdom, provided that any shares made available under such further plans or schedules are treated as counting against any limits on individual or overall participation in the DSP.

Directors

Non-independent Directors

1. THAT Tim Stacey be re-elected as a Director of the Company.

Independent Non-Executive Directors

• 1. THAT Bruce Marsh be elected as a Director of the Company.
• 1. THAT Alison Hutchinson be re-elected as a Director of the Company.
• 1. THAT Jo Boydell be re-elected as a Director of the Company.
• 1. THAT Steve Johnson be re-elected as a Director of the Company.
• 1. THAT Gill Barr be re-elected as a Director of the Company.

Auditors

• 1. THAT KPMG LLP be re-appointed as the Company's auditor to hold office from the conclusion of the Annual General Meeting on 22 November 2024 until the conclusion of the next meeting at which accounts are laid before the Company.
• 1. THAT the Audit Committee be authorised to agree the remuneration of the auditor.

Directors' authority to allot shares

• 1. THAT the Directors be and are hereby authorised generally and unconditionally to exercise all the powers of the Company to allot relevant securities (as defined in section 551 of the Companies Act 2006):
  2. (a) up to a nominal amount of £7,804,814
  3. (b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a nominal amount of £15,609,628 (such amount to be reduced by any allotments made under paragraph (a) above) in connection with a pre-emptive offer (that is, an offer of equity securities open for acceptance for a period fixed by the Directors) to:
     • (i) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings; and
     • (ii) other persons so entitled by virtue of the rights attaching to any other securities held by them or, as the Directors otherwise consider necessary,

but subject in any event to such and so that the Directors may impose any limits, or restrictions or arrangements which the Directors consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any matter. The nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

The authorities conferred on the Directors to allot securities under paragraph (a) and (b) will expire on the date of the Company's next annual general meeting, or on 20 February 2026, whichever is sooner, unless previously revoked or varied by the Company, and such authority shall extend to the making before such expiry of an offer or an agreement that would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of that offer or agreement as if the authority conferred hereby had not expired.

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Notice of Annual General Meeting continued

SPECIAL RESOLUTIONS

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General authority to disapply pre-emption rights

• 1. THAT, subject to the passing of Resolution 13 above, the Directors be and are hereby authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that such power be limited:
  2. (a) to the allotment of equity securities for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 13, by way of a pre-emptive offer only) to:
     • (i) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings; and
     • (ii) other persons so entitled by virtue of the rights attaching to any other securities held by them or, as the Directors otherwise consider necessary,

but subject in any event to such limits, restrictions or arrangements which the Directors consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any matter. The nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights;

• (b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £1,170,722.10; and
• (c) otherwise than under paragraphs (a) and (b) above, allotments up to an aggregate nominal amount equal to 20% of any allotment made from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

such authority to expire at the conclusion of the Company's next annual general meeting or on 20 February 2026, whichever is sooner (unless previously revoked or varied by the Company in general meeting), but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority ends and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Additional authority to disapply pre-emption rights for purposes of acquisitions or capital investments

• 1. THAT, if Resolution 13 is passed, the Directors be authorised in addition to any authority granted under Resolution 14 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by Resolution 13 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that such authority be:
  2. (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,170,722.10, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
  3. (b) otherwise than under paragraph (a) above, allotments up to an aggregate nominal amount equal to 20% of any allotment made from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice

such authority to expire at the conclusion of the Company's next annual general meeting or on 20 February 2026, whichever is sooner (unless previously revoked or varied by the Company in general meeting), but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Authority to purchase own shares

1. THAT the Company be and is hereby authorised generally and unconditionally to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of £0.10 each in the capital of the Company provided that:

2. (a) the maximum aggregate number of ordinary shares that may be purchased is 23,414,442;

3. (b) the minimum price (excluding expenses) which may be paid for each ordinary share is £0.10;
4. (c) the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of:
   • (i) 105% of the average of the middle market quotations for the Company's ordinary shares as derived from the London Stock Exchange's Daily Official List for the five business days prior to the day the purchase is made; and

(ii) the value of an ordinary share calculated on the basis of the higher of the price quoted for:

• the last independent trade of the London Stock Exchange Trading System; and
• the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System. The authority conferred by this resolution shall expire at the conclusion of the Company's next annual general meeting or on 20 February

2026, whichever is sooner, save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares under the authority conferred by this resolution which will or may be executed wholly or partly after the expiry of such authority.

Notice of general meetings

1. THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice, provided that facilities are available to shareholders to vote by electronic means for meetings called at such notice.

By order of the Board of Directors

Elizabeth McDonald Group Company Secretary DFS Furniture plc 22 October 2024

Registered Office DFS Furniture plc 1 Rockingham Way, Redhouse Interchange, Adwick-le-Street Doncaster DN6 7NA

Registered in England and Wales No. 07236769

Notes to the Notice of Annual General Meeting

Entitlement to attend and vote

1. Only those shareholders registered in the Company's register of members at 6.30pm on 20 November 2024, or, if this meeting is adjourned, at 6.30pm on the day which is two days prior to the adjourned meeting, shall be entitled to vote at the AGM. Changes to the register of members after this deadline shall be disregarded in determining the rights of any person to vote at the meeting.

Attending in person

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1. If you wish to attend the meeting in person, please arrive by 2.15pm on 22 November 2024 at DFS Group Support Centre, 1 Rockingham Way, Redhouse Interchange, Adwick-le-Street, Doncaster, DN6 7NA. Registration opens at 1.30pm. The venue is wheelchair-accessible. Shareholders that wish to attend the AGM in person are strongly encouraged to notify the Group Company Secretary, Elizabeth McDonald, by emailing liz.mcdonald@dfs.co.uk by no later than 5.00pm on 19 November 2024.

Appointment of proxies

• 1. If you are a shareholder who is entitled to attend and vote at the AGM, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the AGM and you should have received a Proxy Form with this notice of meeting. You can only appoint a proxy using the procedures set out in these Notes and the Notes to the Proxy Form.
• 1. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated persons" below.
• 1. A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy the form. Alternatively, additional Proxy Form(s) may be obtained by contacting Equiniti's helpline on +44 (0)371 384 2030. (please use the UK telephone country code when calling from outside the UK). Lines are open from 8.30am to 5.30pm Monday to Friday (excluding bank or public holidays in England & Wales ). Please indicate in the space next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chair) and give your instructions directly to them.
• 1. Shareholders can:
  2. Appoint a proxy and give proxy instructions by returning the enclosed Proxy Form by post (see Note 8).
  3. Register their proxy appointment electronically (see Note 9).
  4. If a CREST member, register their proxy appointment by utilising the CREST electronic proxy appointment service (see Note 10).
  5. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform please go to www.proxymity.io see Note 11).

Appointment of a proxy does not preclude you from attending the meeting and voting in person.

1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the meeting.

Appointment of proxy by post

• 1. The Notes to the Proxy Form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the Proxy Form, the form must be:
  2. completed and signed;
  3. sent or delivered to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; and
  4. received by Equiniti no later than 2.30pm on 20 November 2024.
• In the case of a shareholder which is a company, the Proxy Form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the Proxy Form is signed (or a duly certified copy of such power or authority) must be included with the Proxy Form. If you have not received a Proxy Form and believe that you should have one, or if you require additional Proxy Forms, please contact Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA or on +44 (0)371 384 2030, lines open 8.30am to 5.30pm Monday to Friday (excluding bank or public holidays). (Please use the UK telephone country code when calling from outside the UK).

Appointment of proxies electronically

1. As an alternative to completing the hard-copy Proxy Form, you can appoint a proxy electronically by visiting www.shareview.co.uk using your user ID and password. Once logged in click on "View" on the "My Investments" page and then "Vote". If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes. The on-screen instructions give details on how to complete the proxy appointment process. To be valid, your proxy appointment(s) and instructions must reach Equiniti Limited no later than 2.30pm on 20 November 2024.

Appointment of proxies through CREST

1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com).

CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Equiniti Limited (ID RA19) no later than 2.30pm on 20 November 2024, or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers, are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Appointment of a proxy through Proxymity

1. If you are an institutional investor you may be able to appoint a proxy electronically via the proximity platform, a process which has been agreed by the company and approved by the register. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2.30pm on 20 November 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Appointment of proxy by joint members

1. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

1. Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using the hard-copy Proxy Form and would like to change the instructions using another hard-copy Proxy Form, please contact Equiniti by visiting www.shareview. co.uk. Alternatively by writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

1. A shareholder may terminate a proxy instruction but to do so you will need to inform the Company in writing by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

The revocation notice must be received by Equiniti no later than 2.30pm on 20 November 2024. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.

Corporate representatives

1. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

Issued shares and total voting rights

1. As at 14 October 2024, the Company's issued share capital comprised 236,000,000 ordinary shares of £0.10 each. Each ordinary share carries the right to one vote at a general meeting of the Company with the exception of ordinary shares purchased by the Company and held as treasury shares. As at 14 October 2024, being the last practicable date before publication of this Notice, the number of treasury shares held by the Company was 1,855,580 and therefore the total number of voting rights in the Company is 234,144,420.

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Notes to the Notice of Annual General Meeting continued

Questions at the meeting

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• 1. Any member attending the meeting has the right to ask questions. The Company must answer any question you ask relating to the business being dealt with at the meeting unless:
  2. answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
  3. the answer has already been given on a website in the form of an answer to a question; and
  4. it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Shareholders who are unable to attend the AGM in person are invited to submit any questions via email to the Company Secretary using the following address: liz.mcdonald@dfs.co.uk.

Website publication of audit concerns

1. Under section 527 of the Companies Act 2006, a shareholder or shareholders, meeting the criteria set out at Note 19 below, have the right to request the Company to publish on its website a statement setting out any matter that such shareholders propose to raise at the meeting relating to the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the meeting.

Where the Company is required to publish such a statement on its website:

• it may not require the shareholders making the request to pay any expenses incurred by the Company in complying with the request;
• it must forward the statement to the Company's auditors no later than the time the statement is made available on the Company's website; and
• the statement may be dealt with as part of the business of the meeting.

The request:

• may be in hard copy form (see Note 20 below) or in electronic form;
• either set out the statement in full or, if supporting a statement sent by another shareholder, clearly identify the statement which is being supported;
• must be authenticated by the person or persons making it (see Note 20 below); and
• be received by the Company at least one week before the meeting.

Shareholders' qualification criteria

1. In order to be able to exercise the shareholders' right to require the Company to publish audit concerns (see Note 18), the relevant request must be made by:

2. a shareholder or shareholders having a right to vote at the meeting and holding at least 5% of total voting rights of the Company; or

3. at least 100 shareholders having a right to vote at the meeting and holding, on average, at least £100 of paid up share capital.

For information on voting rights, including the total number of voting rights, see Note 16 above and the website referred to in Note 24 below.

Submission of hard copy requests and authentication requirements

1. Where a shareholder or shareholders wish to request the Company to publish audit concerns in hard copy form (see Note 18), such a request must be signed by the shareholder, stating their full name and address, and be sent to the Company Secretary at DFS Furniture plc, 1 Rockingham Way, Redhouse Interchange, Adwick-le-Street, Doncaster, DN6 7NA.

Nominated persons

• 1. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights ("Nominated Person"):
  2. you may have a right, under an agreement between you and the shareholder of the Company who has nominated you to have information rights ("Relevant Shareholder"), to be appointed or to have someone else appointed as a proxy for the meeting;
  3. if you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Shareholder to give instructions to the Relevant Shareholder as to the exercise of voting rights;
  4. your main point of contact in terms of your investment in the Company remains the Relevant Shareholder (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.

Voting

1. Voting on all resolutions will be conducted by way of a poll rather than on a show of hands. This is a more transparent method of voting as shareholders' votes are counted according to the number of shares registered in their names. As soon as practicable following the meeting, the results of the voting will be announced via a regulatory information service and also placed on the Company's corporate website.

Documents on display

1. Copies of the full text of the DSP (as amended) and the Letters of Appointment between the Company and its Non-Executive Directors will be available at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) until the date of the AGM and also at the place of the AGM from 15 minutes prior to the commencement of the meeting until the conclusion thereof.

Website giving information regarding the meeting

1. A copy of this notice and other information regarding the meeting, including the information required by section 311A of the Companies Act 2006, can be found at www.dfscorporate.co.uk.

Communication

• 1. Except as provided above, shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):
  2. by visiting www.shareview.co.uk; or
  3. in writing to: Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA.

You may not use any electronic address provided either in this Notice of Annual General Meeting or in any related documents (including the Letter from the Chair and Proxy Form) to communicate with the Company for any purposes other than those expressly stated.

Explanation of Resolutions

Explanation of Resolutions

10

Resolutions 1 to 13 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 14 to 17 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

An explanation of each of the resolutions is set out below.

Resolution 1: To adopt the Annual Report

The Directors present the Company's Annual Report, including the financial statements, the Directors' report and the Independent Auditor's report for the 53 weeks ended 30 June 2024, to the shareholders at the AGM.

Resolution 2: To approve the Remuneration Policy

The current Directors' Remuneration Policy was approved by shareholders at the 2021 annual general meeting. The Companies Act 2006 requires that the Directors' Remuneration Policy is put to a binding vote by ordinary resolution at least every three years and shareholders are therefore being asked to approve at the AGM a new Directors' Remuneration Policy (the "Policy") as set out on pages 73 to 80 of the Annual Report.

The statement of the Chair of the Remuneration Committee on pages 67 to 87 of the Annual Report set out the key changes that are being proposed to the levels and structure of Executive Directors' remuneration under the proposed Policy. The DSP is proposed to provide a more flexible reward framework in the currently rapidly changing macroeconomic environment. The DSP has been designed to follow best practice requirements.

The key change to the Policy is the introduction of restricted shares under the DFS Group Share Plan ("DSP"), replacing the current long- term incentive plan. The maximum DSP award to be granted under the Policy is 87.5% of base salary. Awards are subject to performance underpins, that may be based around a combination of financial, strategic and sustainability measures, and a two year post-vesting holding period will normally apply to DSP awards made to Executive Directors. Other minor changes have been made to improve the operation of the 2024 Policy, to increase clarity and to align with market practice.

Resolution 3: To approve the Directors' Remuneration Report

Shareholders are asked to approve the Annual Remuneration Report section of the Directors' Remuneration Report, which is set out on pages 81 to 97 of the Annual Report for the 53 weeks ended 30 June 2024. The Company's auditor, KPMG LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 67 to 87 of the Annual Report.

Resolutions 4 Approval of the DFS Furniture plc Group DFS Share Plan

Shareholders are asked to approve the adoption of the DFS Furniture plc DFS Group Share Plan (the "DSP"), and the principal terms of the DSP are summarised in the Appendix to the Notice of AGM on pages 13 to 15.

The DSP is proposed to be adopted in order to facilitate the implementation of the proposed new Policy. The DSP therefore provides for the ability to grant restricted share awards, subject to performance underpins. The DSP has been prepared in light of current best practice and corporate governance, including that the Committee retains discretion to adjust the vesting level of awards where it considers it appropriate to do so, that awards are able to be granted subject to post-vesting holding periods and that the rules include malus and clawback arrangements aligned to best practice and the proposed Policy, each as described further in the Appendix to the Notice of AGM.

The proposed operation of the DSP for Executive Directors is described in the proposed Policy. The first grants under the DSP would be proposed to be made following the 2024 AGM.

A copy of the draft rules of the DSP will be available for inspection on the national storage mechanism from the date of this notice and at the place of the meeting from at least 15 minutes before the meeting until the end of the meeting.

Resolutions 5 to 10: To re-elect Directors

Resolutions 5 to 10 deal with the re-election/election of Directors. In accordance with the requirements of the UK Corporate Governance Code, all of the Directors, are subject to re-election by shareholders at the AGM. The biographies of each of the Directors are set out on pages 52 to 53 of the Annual Report.

The Board considers that each of the Directors proposed for re-election/election has made and continues to make an effective contribution to the Company, is committed to their roles and makes available the time necessary to perform their duties. The Company considers that each independent Director is independent by taking into consideration the independence criteria set by the UK Corporate Governance Code. The Company confirms that there have been no previous or existing relationships, transactions or arrangements between each of the independent Directors and the Company, any of its Directors, any controlling shareholder of the Company or any associate of a controlling shareholder within the meaning of Listing Rule 13.8.17R (1).

All of the independent Directors are experienced and have a broad knowledge of the retail sector. In light of their career experience and knowledge, the Board considers that each Director brings valuable skills to the Board and provides an impartial viewpoint. Details of the skill set of the Directors are set out on page 57 of the Annual Report.

Resolutions 11 and 12: To reappoint KPMG LLP as the Company's auditor and determine audit fees

Under section 489 of the Companies Act 2006, the auditor of a public company has to be appointed before the end of each AGM at which the Company's annual accounts are presented. The Board recommends the re-appointment of KPMG LLP as auditor of the Company, to hold office from the conclusion of the AGM until the conclusion of the next AGM at which accounts are presented.

Resolution 12 seeks shareholder consent for the Audit Committee of the Company to determine KPMG LLP's remuneration.

DFS Furniture plc

Notice of Annual General Meeting 2024

Resolution 13: To authorise the Directors to allot shares

Under the Companies Act 2006, the directors of a company may only allot new shares (or grant rights over shares) if authorised to do so by the shareholders in a general meeting. The authority which is sought in this respect is dealt with in Resolution 13. The authority sought in paragraph (a) of Resolution 13 will allow the Directors to allot shares up to a maximum nominal amount of £7,804,814 which represents approximately one third of the Company's issued ordinary shares (excluding treasury shares) as at 14 October 2024, being the last practicable date prior to publication of this Notice.

In accordance with the latest institutional guidelines issued by the Investment Association, the authority sought in paragraph (b) of Resolution 13 will also allow the Directors to allot shares (in connection with a pre-emptive offer and inclusive of any ordinary shares issued pursuant to the authority granted under paragraph (a)) up to a maximum nominal amount of £15,609,628 which represents approximately two thirds of the Company's issued ordinary shares (excluding treasury shares) as at 14 October 2024, being the last practicable date prior to publication of this Notice.

The Directors have no present intention to allot shares or grant rights to subscribe for or convert any security into shares pursuant to this authority. However, the Directors consider it desirable to have the flexibility to respond to market developments and to enable allotments to take place in appropriate circumstances.

If this resolution is passed, it will expire at the conclusion of the Company's next annual general meeting or on 20 February 2026, whichever is sooner.

Resolutions 14 and 15: To disapply pre-emption rights

If the Directors wish to allot shares or other equity securities for cash or to sell any shares which the Company holds in treasury, the Companies Act 2006 requires that such shares or other equity securities are offered first to existing shareholders in proportion to their existing holding.

The latest Pre-emption Group Statement of Principles ("Statement of Principles") supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities (and sales of treasury shares for cash) representing no more than:

• (i) 10% of issued ordinary share capital (exclusive of treasury shares); and
• (ii) an additional 10% of issued ordinary share capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment.

The Company has reviewed the revised limits contained within the latest Statement of Principles and will consider seeking corresponding authority in future years but has retained a disapplication in line with the authority sought in previous years.

The Statement of Principles defines 'specified capital investment' as meaning one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

Resolution 14 renews the Directors' power to allot equity securities and sell treasury shares for cash without first offering them to existing shareholders. Apart from rights issues or any other pre-emptive offers concerning equity securities, the authority contained in this resolution will be limited to the issue of shares for cash up to a nominal value of £1,170,722.10 (which includes the sale on a non-pre-emptive basis of any shares held in treasury). This number represents approximately 5% of the Company's issued share capital (excluding treasury shares) as at 14 October 2024, being the latest practicable date prior to publication of this Notice.

Resolution 14 also seeks a disapplication of pre-emption rights on a rights issue, so as to allow the Directors to make appropriate arrangements in relation to fractional entitlements or other legal or practical problems which might arise. If this resolution is passed, it will expire at the conclusion of the Company's next annual general meeting or on 20 February 2026, whichever is sooner.

Resolution 15 seeks a separate and additional authority in connection with an acquisition or specified capital investment. The Directors confirm, in accordance with the Statement of Principles, that they will only allot shares representing more than 5% of the issued ordinary share capital of the Company (excluding treasury shares) for cash pursuant to the authority referred to in Resolution 15 where the allotment is in connection with an acquisition or specified capital investment, which is announced contemporaneously with the allotment. Where the authority granted under Resolution 15 is used, the circumstances that have led to its use and the consultation process undertaken will be disclosed by the Company in its next annual report.

The Board will not (except in relation to an issue pursuant to Resolution 15 in respect of the additional 5% referred to above) allot shares for cash on a non-pre-emptive basis pursuant to the authority in Resolution 14:

• (i) in excess of an amount equal to 5% of the Company's issued ordinary share capital (excluding treasury shares); or
• (ii) in excess of an amount equal to 7.5% of the Company's issued ordinary share capital (excluding treasury shares) in a rolling three-year period.

If this resolution is passed, it will expire at the conclusion of the Company's next annual general meeting or on 20 February 2026, whichever is sooner.

The Board has no present intention to exercise the authority granted under Resolution 14 or 15, other than to satisfy existing employee share-based awards, but the Directors consider that the authority sought is appropriate as it also provides the Company with the necessary flexibility to take advantage of business opportunities as they arise.

11

Explanation of Resolutions continued

Resolution 16: To authorise the Company to purchase its own shares

This resolution seeks authority for the Company to make market purchases of its own ordinary shares and is proposed as a special resolution. If passed, the resolution gives authority for the Company to purchase up to 23,414,442 of its ordinary shares, representing 10% of the Company's issued ordinary share capital (excluding treasury shares) as at 14 October 2024, being the last practicable date before the publication of this Notice.

The resolution specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under this authority, which reflect the requirements of the Listing Rules. If this resolution is passed, it will expire at the conclusion of the Company's next annual general meeting or on 20 February 2026, whichever is sooner.

Pursuant to the Companies Act 2006, the Company can hold the shares which have been purchased as treasury shares and either resell them for cash, cancel them, either immediately or at a point in the future, or use them for the purposes of its employee share schemes. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares. The Directors believe that it is desirable for the Company to have this choice as holding the purchased shares as treasury shares gives the Company the ability to re-sell or transfer them in the future, and so provide the Company with additional flexibility in the management of its capital base. The Directors therefore intend to hold any ordinary shares purchased under this authority as treasury shares.

Ordinary shares will only be repurchased for the purposes of employee share schemes, or if the Directors consider such purchases to be in the best interests of shareholders generally and that they can be expected to result in an increase in earnings per share. The authority will only be used after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Company. Ordinary shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently resold or transferred out of treasury).

As at 14 October 2024 (being the latest practicable date prior to the publication of this Notice), there were 17,741,310 outstanding sharebased awards or options granted under all incentive plans operated by the Company, which if exercised would represent 7.6% of the issued share capital of the Company (excluding shares held in treasury). If this authority were exercised in full, that percentage would increase to 8.4%.

Resolution 17: To authorise the Directors to call a general meeting, other than an annual general meeting, on not less than 14 clear days' notice.

This resolution seeks the approval of shareholders to reduce the notice period required for a general meeting to 14 clear days. Changes made to the Companies Act 2006 by the Companies (Shareholders' Rights) Regulations 2009 (the "Shareholders' Rights Regulations") increased the notice period required for general meetings (other than annual general meetings) to 21 days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. Please note that if this resolution is approved, it will not apply to annual general meetings, which will continue to be held on at least 21 clear days' notice.

It is intended that the shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of the shareholders as a whole. The Company will comply with the requirement under the Shareholders' Rights Regulations to provide appropriate facilities for electronic voting at general meetings held on less than 21 clear days' notice. If given, the approval will be effective until the Company's next annual general meeting, at which point it is intended that a similar resolution will be proposed.

Appendix

Principal features of the DFS Group Share Plan

The principal terms of the DFS Group Share Plan (the "DSP") are summarised below.

Eligibility

All employees (including executive directors ("Executive Directors")) of the Company and its group are eligible to be granted awards under theDSP.

Participation by the Executive Directors in the DSP shall be in accordance with the Company's directors' remuneration policy (the "Directors' Remuneration Policy") as approved by shareholders from time to time.

Administration

The DSP will be administered by the Board, or a duly authorised person or persons. It is intended that the DSP will be operated by the remuneration committee of the Company (the "Committee"), which will always be the case in respect of awards granted to Executive Directors.

Types of awards

Awards under the DSP ("Awards") can take the form of:

• a conditional right to acquire Shares at no cost to the participant (a "Conditional Award"); or
• an option to acquire Shares at an exercise price set by the Committee at grant (which may be nil) (an "Option"),

or may be granted in such other form which the Committee may determine (which may include Shares being held for the participant on a restricted basis).

An Award may be granted on the basis that the Award will be settled in cash.

Timing of grants

Awards will normally only be granted in the 42 days following the announcement of the Company's results for any period. Awards may also be granted within 42 days following the approval of the DSP or any Directors Remuneration Policy or at certain other times such as following a change in applicable legislation or in connection with recruitment or other exceptional circumstances.

No further awards can be granted after the 10th anniversary of approval of the DSP.

Plan limits

Any award granted to an Executive Director will not exceed any limit set out in the Company's Directors' Remuneration Policy applicable at the time of grant. Under the Directors' Remuneration Policy being proposed to shareholders at the meeting, the maximum award value that may normally be granted to an Executive Director in respect of a financial year is 87.5% of base salary.

In line with the guidance set out in the revised 2024 Investment Association Principles of Remuneration, in any 10-year period, the number of Shares issued or issuable under the DSP and under any other employees' share plan adopted by the Company must not exceed 10% of the issued Share capital of the Company from time to time.

For the purposes of this limit, treasury Shares are treated as newly issued until such time as guidelines published by institutional investor representative bodies determine otherwise. Shares issuable in connection with dividend equivalents or issued or issuable under Awards granted before the Company was listed do not count towards this limit.

Dividends and dividend equivalents

An Award may be granted on the basis that the number of Shares in respect of which the Award vests will be increased to take account of dividends paid between grant and vesting on the number of Shares which vest. The basis for calculating dividend equivalents will be determined by the Committee and may assume notional re-investment of the dividends. Dividend equivalents may be paid in Shares or in cash and may take account of special dividends and/or dividends paid during a holding period if the Committee so determines.

Appendix continued

Vesting

14

Awards will normally vest over a period set by the Committee at grant and only to the extent that any performance underpins or other conditions set by the Committee have been met. Awards granted to Executive Directors will always be subject to performance underpins to the extent required by the Directors' Remuneration Policy, and the vesting period of Awards granted to Executive Directors will be set in accordance with the Directors' Remuneration Policy.

The Committee may adjust the level of vesting in respect of an Award, including adjusting any formulaic vesting outcome, if it considers that it is appropriate to do so, including taking into account factors such as the underlying performance of the business and shareholder and stakeholder experience.

Subject to any holding period, to the extent that:

• a Conditional Award has vested, the relevant number of Shares will be issued or transferred to the participant; or
• an Option has vested, the participant may exercise it during the permitted option exercise period (which will normally be of one year but may be such longer period as the Committee may determine not extending beyond the 10th anniversary of grant).

The Committee may decide that, instead of receiving Shares on vesting or exercise, the participant will receive an equivalent amount in cash.

If the amount a Participant pays to receive a newly issued Share under the DSP is less than the nominal value of a Share, the Committee may decide to capitalise reserves of the Company equal to the difference.

Holding period

Awards may be granted subject to a post-vesting holding period. For Executive Directors, the Committee will set the length of any holding period at the time of grant in accordance with the Directors' Remuneration Policy.

During a holding period, the participant cannot normally sell or transfer any Shares received on vesting, except to cover tax and in other limited circumstances such as in connection with certain corporate events. The Committee has discretion to implement a holding period through other means, including by delaying delivery of the Shares in respect of which the award has vested until the end of the holding period.

If the participant leaves during the holding period, the holding period will normally continue to apply. The holding period would end in the event of the participants' death or upon certain corporate events or otherwise if the Committee so determines.

Malus and clawback

The Committee can:

• reduce the number of Shares in respect of which an award would otherwise vest ("malus"); and/or
• clawback Shares or cash received by a participant on vesting or exercise ("clawback").

Clawback may be applied during the clawback period, which will normally run to the third anniversary of the normal vesting date of an Award.

Circumstances in which malus or clawback may be applied include material underperformance or gross misconduct by the Participant; material brand or reputational damage to the Company or business unit; material misstatement of the Company's accounts or financial results; an event which the Board determines constitutes or is reasonably anticipated to result in corporate failure; the Committee determining that the results used in any measure of performance were misstated, misleading or incorrect or were subject to an error; a failure of risk management; or any other reasons as determined by the Committee. Following a change of control malus or clawback would be limited to cases where a participant's employment is terminated on the grounds of misconduct.

Leaving employment

If a participant leaves the group, their award will normally lapse on leaving.

However, if a participant leaves for certain reasons set out in the rules (including ill-health, injury, disability or the sale of the company or business the participant works for) or in other circumstances if the Committee allows, their award will not lapse.

An Award which does not lapse will normally continue. The number of Shares in respect of which the Award vests will be determined in accordance with its terms and any applicable underpin or other conditions at the normal time and, unless the Committee decides otherwise, will be reduced on a pro-rata basis to reflect the fact that the participant left early.

Alternatively the Committee may decide that the Award will instead vest on leaving or on a later date. If it does so, the Committee will determine the number of Shares in respect of which the Award vests, taking into account the extent to which any applicable underpin or other conditions are met, assessed on such basis as the Committee determines. Unless the Committee decides otherwise, the number of Shares vesting will be reduced on a pro-rata basis to reflect the fact that the participant left early.

If the participant dies, Awards will normally vest on death to the extent described above.

Awards will, in any event, normally lapse in full in certain cases, including in the event of the participant leaving on the grounds of misconduct.

Options which do not lapse on leaving can be exercised, to the extent vested, for a limited period and will then lapse to the extent not exercised.

Appendix continued

Takeovers and other transactions

Awards will vest early in the event of a takeover or scheme or arrangement, or, if the Committee so determines, certain other corporate events such as a merger or transactions which may affect the current or future value of Awards. The Committee will determine the number of Shares in respect of which the Award vests, taking into account any applicable underpin or other conditions assessed on such basis as the Committee determines. Unless the Committee decides otherwise, the number of Shares will be reduced on a pro-rata basis to reflect the fact that the Award is vesting early.

Alternatively, the Committee may in certain circumstances allow or require participants to exchange Awards for equivalent awards which relate to shares in the company which has acquired the Company or a related company.

Options can be exercised, to the extent vested, for a limited period and will then lapse to the extent not exercised.

Changes to the DSP

The Committee can amend the DSP in any way but shareholder approval will be required to amend certain provisions to the advantage of participants. These provisions relate to eligibility, individual and Plan limits, exercise price, rights attaching to awards and shares; adjustments on variation in the Company's share capital and the amendment power.

The Committee can, without shareholder approval change the DSP to obtain or maintain favourable tax treatment; make certain minor amendments e.g., to benefit administration; establish further plans based on the DSP but modified to take account of local securities laws, exchange controls or tax (but shares made available under such further plans will be treated as counting against any limits on participation as set out in the DSP); or change any performance underpin or condition in accordance with its terms or if anything happens which causes the Committee to consider it appropriate to do so.

General

Awards may be satisfied using cash, newly issued Shares, treasury Shares or Shares purchased in the market (e.g. through an employee trust).

Any Shares issued pursuant to Awards will rank equally with Shares in issue on the date of allotment except in respect of rights arising by reference to a prior record date.

The number and/or type of shares subject to Awards and/or any exercise price of an Option may be adjusted in such manner as the Committee considers reasonable to take account of any rights issue (or similar transaction), demerger, delisting, special dividend or variation in the share capital of the Company.

The vesting and exercise of awards and options and the issue or transfer of Shares are subject to obtaining any necessary approvals or consents from the FCA, the Company's share dealing policy and any other applicable laws or regulations.

Awards are not transferable (other than on death or in exceptional circumstances) and are not pensionable.