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DFS FURNITURE PLC

Proxy Solicitation & Information Statement Oct 14, 2025

4927_agm-r_2025-10-14_6ae88d3c-9298-48f4-97a2-4fc9c9d58ab0.pdf

Proxy Solicitation & Information Statement

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DFS Furniture plc Form of Proxy

NOTICE OF AVAILABILITY – IMPORTANT.

Please read carefully.

You can now access the 2025 Annual Report and Accounts and Notice of Annual General Meeting at www.dfscorporate.co.uk.

You can submit your proxy online at 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. Please note that the deadline for receiving

proxies is 2.30pm on 12 November 2025.
Shareholder Reference Number
Please complete and return this Form of Proxy.
Alternatively, you can submit your vote online at www.shareview.co.uk (see Notes).
I/We, the undersigned, being a shareholder of DFS Furniture plc, hereby appoint the Chairman of the meeting or
(Note 1) regarding
shares(Note 2).
Please tick here if this proxy appointment is one of multiple appointments being made
(Note 3)
Please indicate your vote by marking the appropriate boxes in black ink
RESOLUTIONS For Against Vote
witheld
1. To adopt the Annual Report.
2. To approve the Annual Remuneration Report section of the Directors' Remuneration Report.
3. To re-elect Tim Stacey as a Director.
4. To elect Marie Wall as a Director.
5. To elect Tony Buffin as a Director.
6. To re-elect Alison Hutchinson as a Director.
7. To re-elect Bruce Marsh as a Director.
8. To re-elect Steve Johnson as a Director.
9. To re-elect Gill Barr as a Director.
10. To reappoint KPMG LLP as auditor.
11. To authorise the Audit Committee to agree the auditor's remuneration.
12. Authority to allot shares.
13. Authority to disapply pre-emption rights.
14. Additional authority to disapply pre-emption rights.
15. Authority to purchase own shares.
16. Authority to call a general meeting (other than an annual general meeting) on not less than 14 clear days' notice.
Signature:
Date:

NOTES

    1. A member entitled to vote at the meeting may appoint a proxy to exercise all or any of their rights to attend, speak and vote at the meeting. A member may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. A proxy need not be a member of the Company. The Directors recommend shareholders to vote by appointing the Chairman of the meeting as their proxy.
    1. If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement.
    1. 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, and tick the box to indicate if the proxy instruction is one of multiple instructions being given. All forms should be signed and returned together in the same envelope.
    1. To be valid, your signed and dated Form(s) of Proxy must be completed and deposited together with any power of attorney or authority under which it is completed or a certified copy of such power or authority at the offices of the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible and no later than 2.30pm on 12 November 2025. In the case of a corporation, the Form(s) of Proxy should be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
    1. You may register your vote online by visiting Equiniti's website at 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 and instructions must be received no later than 2.30pm on 12 November 2025.

    1. The "Vote withheld" box 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, which means that the vote will not be counted in the calculation of votes for or against the resolution but will be counted to establish if a quorum is present.
    1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those members registered in the register of members of the Company at 6.30pm on 12 November 2025 shall be entitled to vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the register of members after 6.30pm on 12 November 2025 shall be disregarded in determining the rights of any person to vote at the meeting.
    1. In the case of joint registered holders, the signature of one holder on a Form of Proxy will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names appear on the register of members of the Company in respect of the relevant joint holding.
    1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number RA19) not later than 2.30pm on 12 November 2025, that is 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
    1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2.30pm on 12 November 2025 in order to be considered valid.

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