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Burberry Group PLC

Proxy Solicitation & Information Statement Jun 2, 2021

4822_agm-r_2021-06-02_087bf4f7-1376-456e-b12c-a21cd47a33c1.pdf

Proxy Solicitation & Information Statement

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NOTICE OF AVAILABILITY – IMPORTANT, PLEASE READ CAREFULLY.

You can now access the 2020/21 Annual Report and Accounts and Notice of Annual General Meeting at Burberryplc.com.

Due to the continued uncertainty surrounding COVID-19 restrictions that may be in place at the time of the AGM, we are proposing to hold the AGM with the minimal quorum present. Shareholders are strongly discouraged from physically attending the AGM and to instead vote in advance electronically or submit the Form of Proxy appointing the Chairman of the meeting as proxy.

Thank you for your understanding and cooperation.

If you would like to attend the meeting electronically, please follow the instructions on pages 14 and 15 of the Notice of Meeting. You will require the following details:

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Meeting ID: 144-667-573 Shareholder reference number (SRN): PIN: First two and last two digits of your SRN

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Please note that the Annual General Meeting ('AGM') is a private meeting

The AGM is to be held at Horseferry House 2, 1a Page Street, London SW1P 4PQ

for shareholders and duly authorised proxies/representatives. Shareholders are strongly discouraged from attending in person.

Date Signature

on Wednesday, 14 July 2021 at 2:00pm.

Burberry Group plc Annual General Meeting 2021

FORM OF PROXY +

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ADMISSION CARD

2556-095-S
Voting ID Task ID Shareholder Reference Number
I/We being (a) member(s) of the above named Company hereby appoint the Chairman of the Meeting (see note 2 overleaf):
Name Number of Shares
as my/our proxy to exercise all or any of my/our rights to attend and to speak and vote for me/us and on my/our behalf at the AGM of the Company to be
held on Wednesday, 14 July 2021 at 2:00pm and at any adjournment thereof. I/We direct my/our proxy to vote (or withhold my/our vote) on each of the
resolutions referred to in the Notice of AGM as indicated with an X in the appropriate boxes below.
Please tick here if this proxy appointment is one of multiple appointments being made (please refer to note 3 overleaf).
Please indicate your vote by marking with an X in the appropriate boxes in black ink below how you wish to vote on each resolution. If you wish to
abstain on any particular resolution, you can use the 'Withheld' option. 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.
Resolutions
1.
To receive the Company's Annual Report and Accounts for
the year ended 27 March 2021.
2. To approve the Directors' Remuneration Report for the
year ended 27 March 2021 as set out in the Company's
Annual Report and Accounts.
3. To declare a final dividend of 42.5p per ordinary share
for the year ended 27 March 2021.
4. To re-elect Dr Gerry Murphy as a Director of the Company.
5. To re-elect Marco Gobbetti as a Director of the Company.
6. To re-elect Julie Brown as a Director of the Company.
7. To re-elect Fabiola Arredondo as a Director of the
Company.
8. To re-elect Sam Fischer as a Director of the Company.
9. To re-elect Ron Frasch as a Director of the Company.
10. To re-elect Matthew Key as a Director of the Company.
11. To re-elect Debra Lee as a Director of the Company.
12. To re-elect Dame Carolyn McCall as a Director of the
Company.
13. To re-elect Orna NíChionna as a Director of the Company.
14. To elect Antoine de Saint-Affrique as a Director of the
Company.
For Against Withheld 2 April 2022.
subsidiaries.
shares (Special Resolution).
notice (Special Resolution).
(Special Resolution).
16. To authorise the Audit Committee of the Company to
determine the auditor's remuneration for the year ended
17. To approve and establish an all-employee share plan,
Burberry Group plc International Free Share Plan.
18. To approve and establish an all-employee share plan,
Burberry Group plc Share Incentive Plan.
19. To approve the renewal of an all-employee share plan,
Burberry Group plc Sharesave Plan 2011.
20.To authorise political donations by the Company and its
21. To authorise the Directors to allot shares.
22. To renew the Directors' authority to disapply
pre-emption rights (Special Resolution).
23. To authorise the Company to purchase its own ordinary
24.To authorise the Directors to call general meetings
(other than an AGM) on not less than 14 clear days'
25. To approve the new Articles of Association
For Against Withheld
15. To re-appoint Ernst & Young LLP as auditor of
the Company.
Date Signature

Notes

    1. To be valid, this Form of Proxy and the power of attorney or other authority (if any) under which it is signed and dated must be received by Equiniti not later than 2:00pm on Monday, 12 July 2021.
    1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. However, to minimise public health risks due to the impact of COV1D-19, shareholders are strongly discouraged from attending the AGM in person and to instead vote electronically or appoint the Chairman of the Meeting as a proxy to attend, speak and vote on their behalf.
    1. To appoint more than one proxy, either photocopy this form or contact Equiniti on 0371 384 2839. Lines open 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales). Equiniti's overseas helpline number is +44 (0)121 415 0804. Ensure you specify the number of shares over which each proxy can act, as in note 2 above. Multiple Forms of Proxy should be returned together in the same envelope. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise. Photocopies may only be used in respect of the same registered shareholder name (and designated account as applicable) as it appears on the original form.
    1. To register the appointment of a proxy electronically, visit www.sharevote.co.uk and follow the instructions provided. The proxy appointment must be received by Equiniti by 2:00pm on Monday, 12 July 2021.
    1. Please see the Notice of AGM for further advice on how to appoint/ instruct proxies via CREST.
    1. The Form of Proxy must be signed and dated by the shareholder or his attorney duly authorised in writing. In the case of a corporation, the proxy appointment must be under seal or signed by a duly authorised officer or attorney. In the case of joint holdings, any one holder may sign this form, but the vote of the first named in the register of members will be accepted to the exclusion of the votes of joint holders.
    1. If no specific directions are given, the proxy will vote or abstain from voting as he thinks fit on the specified resolutions, and, unless instructed otherwise, the person appointed proxy may also vote or abstain from voting as he thinks fit on any business (including amendments to resolutions) which may properly come before the AGM.
    1. A proxy need not be a member of the Company. If no name is inserted in the box provided, the Chairman of the Meeting will be deemed appointed as the proxy.
    1. Any alteration to this Form of Proxy should be initialled by the person who signed it.
    1. If you do not wish anyone other than the Company or Equiniti to see the Form of Proxy, you may fold it in half and send it in an envelope to: Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU.
    1. The completion and return of this Form of Proxy will not preclude a member from attending the AGM and voting in person. However, shareholders are strongly discouraged from attending in person.

Business Reply Licence Number RSZH-XZHS-HRUE Business Reply Licence Number RSZH-XZHS-HRUE

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Equiniti Aspect House Spencer Road Lancing BN99 8BU

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