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Domino's Pizza Group PLC

Proxy Solicitation & Information Statement Mar 16, 2016

5314_agm-r_2016-03-16_7f065e22-5fc7-4b8e-be8c-1d400b73c89f.pdf

Proxy Solicitation & Information Statement

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Attendance card Annual General Meeting

E-communication Election Form

Shareholder Reference number:

IMPORTANT INFORMATION REGARDING FUTURE SHAREHOLDER INFORMATION

website (investors.dominos.co.uk). Annual Report & Accounts, are available on the Domino's Pizza Group plc corporate by post, that shareholder information and documentation, including the Company's alternative delivery method is elected, shareholders will in future receive a notification receive Domino's Pizza Group plc's shareholder information in the future. Unless an The purpose of this form is to give you the opportunity to confirm how you wish to

Domino's Pizza Group plc electronically as it has a number of advantages, including: We encourage all our shareholders to elect to receive communications from

environmental impact; reducing paper consumption and printing, helping the Company limit its

f

easy access to and faster delivery of documents for shareholders; and

f

f cost savings to the Company on the delivery of documents.

Please consider and choose one of the following options:

Option 1 – Website Communication with postal notification

website. copy, we will send to you a notification by post whenever they are added to the Accounts and notices of meeting) online rather than have them sent to you in hard If you wish to view shareholder communications (for example, Annual Report & No action is required by you.

Option 2 – Website Communication with electronic notification

and register online. communications are added to the website, please visit www.shareview.co.uk If you would prefer to receive notifications by email whenever shareholder

Option 3 – Paper Communication

To receive all documents in traditional paper form please tick this box and return this form to Equiniti, to arrive no later than 15 April 2016.

be deemed to have elected for Option 1 and you will receive a notification by Please note that if you do not make a specific election by 15 April 2016, you will

Meeting, please provide brief details. If you cannot attend the Annual General Meeting but would like to raise a question relating to the business of the Annual General
Resolutions (see note 5) withheld
Against
Vote
For
For Against withheld
Vote
1. To adopt the Company's Annual Report
and financial statements for the financial
11. To elect Steve Barber.
year ended 27 December 2015. 12. To approve the Directors' Remuneration Report
2. To reappoint the auditor. for the financial year ended 27 December 2015.
3. To authorise the Directors to agree 13. To approve the Directors' remuneration policy.
the remuneration of the auditor. 14. Authority to allot shares.
4. To declare a final dividend of 11.75p per
ordinary share in respect of the year ended
27 December 2015.
15. Authority to dis-apply pre-emption rights*.
5. To re-elect Stephen Hemsley. 16. To authorise the Company to purchase its
own shares*.
6. To re-elect Colin Halpern. 17. To reduce notice of meeting (other than AGM)
to 14 clear days*.
7. To re-elect David Wild. 18. To approve the Domino's Pizza Group plc
2016 Long Term Incentive Plan.
8. To re-elect Kevin Higgins. 19. To approve the sub-division of the
9. To re-elect Ebbe Jacobsen. ordinary shares.
* Special resolution
10. To re-elect Helen Keays.
Signature Date

Before completing this form, please read the explanatory notes overleaf. You can submit your proxy form electronically at www.sharevote.co.uk using the ID and reference numbers provided above.

I/We being (a) member(s) of the Company appoint the Chairman of the meeting or the following person (see note 3)

NAME OF
PROXY
NUMBER OF
SHARES
MULTIPLE
PROXIES
(see note 4)

as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held on Wednesday 20 April 2016 at 12 noon and at any adjournment of the meeting.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting.

Please tick this box if you intend to attend the Annual General Meeting

4 ar15 proxv15.indd
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www.sharevote.co.uk. investors.dominos.co.uk. You can submit your proxy online at ended 27 December 2015 and Notice of Annual General Meeting at You can now access the Annual Report and Accounts for the financial year Notice of Availability – IMPORTANT, please read carefully

Meeting. If you are attending as a representative of a shareholder that is a corporation, you This Attendance Card is evidence of your right to attend and vote at the Annual General Attendance Card with you and present it at the Company registrar's desk on arrival. Milton Keynes MK6 4BB on Wednesday 20 April 2016 at 12 noon, please bring this If you plan to attend the Annual General Meeting, to be held at 1 Thornbury, West Ashland,

will need to show our registrar evidence that you have been properly appointed as a

corporate representative to gain entry to the Annual General Meeting.

post whenever shareholder communications are added to the website.

Proxy Form

Voting ID Task ID Shareholder Reference Number

Domino's Pizza Group plc (the "Company") Annual General Meeting of the Company to be held at 1 Thornbury, West Ashland, Milton Keynes MK6 4BB on

Wednesday 20 April 2016 at 12 noon.

1 1
---------------- --

Explanatory notes for completing your Proxy Form

    1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
    1. Appointment of a proxy does not preclude you from attending the meeting and voting in person.
    1. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
    1. 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, (an) additional proxy form(s) may be obtained by contacting the registrar's helpline on 0371 384 2895 or you may photocopy this form. Overseas holders should contact +44 (0)121 415 0926. Lines are open from 8.30am to 5.30pm Monday to Friday. 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. 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.
    1. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Vote withheld" box. 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 his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
    1. To appoint a proxy using this form, the form must be:
  • f completed and signed;
  • f sent or delivered to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; and
  • f received by Equiniti no later than 12 noon on 18 April 2016.
    1. In the case of a member which is a company, this 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.
    1. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
    1. As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically by visiting www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number (this is the series of numbers printed under your name on this Proxy Form). Alternatively, if you have already registered with Equiniti Limited's online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. Full instructions are given on both websites. To be valid, your proxy appointment(s) and instructions should reach Equiniti Limited no later than 12 noon on 18 April 2016.
    1. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent, Equiniti Limited (ID: RA19), by 12 noon on 18 April 2016. See the notes to the notice of meeting for further information on proxy appointment through CREST.
    1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, 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).
    1. 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.
    1. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of the Annual General Meeting.
    1. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.

Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU

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