Currys PLC — Proxy Solicitation & Information Statement 2016

Apr 30, 2016

Dixons Carphone

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other professional advisor authorised under the Financial Services and Markets Act 2000.

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

Notice of Annual General Meeting 2016

Notice of the 2016 Annual General Meeting of Dixons Carphone plc to be held at Hilton London Kensington Hotel, 179-199 Holland Park Avenue, London W11 4UL on Thursday 8 September 2016 at 11.00am is set out on pages 2 to 11 of this document.

A form of proxy for use at the Annual General Meeting is enclosed and, to be valid, should be completed and returned in accordance with the instructions printed on the form so as to be received by Dixons Carphone plc's registrars, Equiniti, as soon as possible but, in any event, so as to arrive no later than 11.00am on Tuesday 6 September 2016. Completion and return of a form of proxy will not prevent members from attending and voting in person should they wish to do so.

Dixons Carphone plc

Registered Office: 1 Portal Way, London W3 6RS

Registered in England and Wales Number 07105905

---

Notice is hereby given that the second Annual General Meeting ("AGM") of Dixons Carphone plc (the 'Company') will be held at Hilton London Kensington Hotel, 179-199 Holland Park Avenue, London W11 4UL on Thursday 8 September 2016 at 11.00am to consider the resolutions below.

All resolutions will be proposed as ordinary resolutions except resolutions numbered 23 to 25 which will be proposed as special resolutions. Voting on all resolutions will be by way of a poll.

Notes explaining the resolutions and your rights to attend and vote at this meeting are provided on pages 4 to 11.

Ordinary Resolutions

Annual Report and Accounts

1. To receive the Accounts, the Directors' Report (including the Strategic Report) and the Auditor's Report for the period ended 30 April 2016.

Remuneration Report

1. That the Annual Remuneration Report (other than the part containing the Remuneration Policy referred to in resolution 3) set out on pages 69 to 81 of the Annual Report and Accounts 2015/16 be approved.

Remuneration Policy

1. That the Directors' Remuneration Policy set out on pages 57 to 68 of the Annual Report and Accounts 2015/16 be received and approved and take effect immediately at the conclusion of the meeting.

Dividend

1. That a final dividend of 6.50p per ordinary share for the period ended 30 April 2016 be declared and paid on 23 September 2016 to shareholders on the register of members at the close of business on 26 August 2016.

Election of Directors

1. That Tony DeNunzio CBE be elected as a director of the Company.

2. That Lord Livingston of Parkhead be elected as a director of the Company.

Re-election of Directors

1. That Katie Bickerstaffe be re-elected as a director of the Company.

2. That Sir Charles Dunstone be re-elected as a director of the Company.

3. That Andrea Gisle Joosen be re-elected as a director of the Company.

4. That Andrew Harrison be re-elected as a director of the Company.

5. That Tim How be re-elected as a director of the Company.

6. That Sebastian James be re-elected as a director of the Company.

7. That Jock Lennox be re-elected as a director of the Company.

8. That Baroness Morgan of Huyton be re-elected as a director of the Company.

9. That Gerry Murphy be re-elected as a director of the Company.

10. That Humphrey Singer be re-elected as a director of the Company.

11. That Graham Stapleton be re-elected as a director of the Company.

Auditor

1. That Deloitte LLP be re-appointed as the auditor of the Company to hold office until the end of the next general meeting at which accounts are laid before the Company.

2. That the directors be authorised to determine the auditor's remuneration.

Political donations

1. That, in accordance with section 366 of the Companies Act 2006 (the 'Act') and for the purposes of Part 14 of the Act, the Company and all of its subsidiaries at any time during the period for which this resolution has effect are generally authorised to:

(a) make political donations to political parties and / or independent election candidates not exceeding £25,000 in total;

(b) make political donations to political organisations other than political parties not exceeding £25,000 in total; and

(c) incur political expenditure not exceeding £25,000 in total,

during the period beginning with the date of passing of this resolution and ending at the conclusion of the annual general meeting of the Company to be held in 2017, or 15 months from the date of this resolution, whichever is the earlier, provided that the aggregate amount of the political donations and political expenditure made or incurred by the Company and its subsidiaries shall not exceed £25,000.

For the purposes of this resolution 20, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 to 365 of the Act.

All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Act are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation and approval.

Approval of the Long Term Incentive Plan 2016

1. That, the rules of the Dixons Carphone plc Long Term Incentive Plan 2016 (the 'LTIP') referred to in the explanatory notes section of this Notice dated 28 June 2016, the main features of which are summarised in the Appendix to this Notice, and a copy of which is produced in draft to the meeting and, for the purposes of identification, initialled by the Chairman of the meeting,

Dixons Carphone plc Notice of Annual General Meeting 2016

---

be and are hereby approved and the Directors be and are hereby authorised to:

(a) make such modifications to the LTIP as they may consider appropriate to take account of the requirements of best practice and for the implementation of the LTIP and to adopt the LTIP as so modified and to do all such other acts and things as they may consider appropriate to implement the LTIP; and

(b) establish such sub-plans or schedules to the LTIP as they may consider necessary in relation to employees in jurisdictions outside the UK, with such modifications as may be necessary to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such sub-plans or schedules are treated as counting against the limits on individual or overall participation in the LTIP.

Authority to allot shares

1. That, subject to and in accordance with Article 7 of the Articles of Association of the Company, the directors be generally and unconditionally authorised, pursuant to, and in accordance with, section 551 of the Act to exercise all the powers of the Company to allot shares (as defined in section 540 of the Act) in the Company (in substitution for any existing authority to allot shares), or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £383,820, such authority to expire at the end of the next annual general meeting or 15 months from the date of this resolution, whichever is the earlier, but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired.

Special Resolutions

Disapplication of pre-emption rights

1. That, subject to the passing of resolution 22 above and in place of the power given to the directors pursuant to the special resolution of the Company passed on 10 September 2015, the directors be authorised to allot equity securities (as defined in the Act) for cash under the authority given by resolution 22 as if section 561 of the Companies Act 2006 did not apply to any such allotment, such authority to be limited:

(a) to the allotment of equity securities in connection with a pre-emptive offer or rights issue; and
(b) to the allotment of equity securities (otherwise than pursuant to paragraph (a) above) up to an aggregate nominal value of £57,573 being approximately 5% of the aggregate nominal amount of the issued share capital of the Company as at 28 June 2016*,

such authority to expire at the end of the next annual general meeting or 15 months from the date of this resolution, whichever is the earlier, 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.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this resolution the words "subject to the passing of resolution 22 above and in place of the power given to the directors pursuant to the special resolution of the Company passed on 10 September 2015" were omitted.

Authority to purchase own shares

1. That, pursuant to Article 15 of the Articles of Association of the Company and section 701 of the Act, the Company be and is hereby unconditionally and generally authorised for the purposes of section 693 of the Act to make market purchases (as defined in section 693(4) of the Act) of ordinary shares provided that:

(a) the maximum aggregate number of shares hereby authorised to be purchased is 115,146,133;
(b) the minimum price (exclusive of expenses) which may be paid is the 0.1p nominal value of each share;
(c) the maximum price (exclusive of expenses) is that stipulated by the Listing Rules ('Listing Rules') from time to time in force published by the Financial Conduct Authority ('FCA');
(d) this authority shall expire at the conclusion of the annual general meeting of the Company held in 2017 or 15 months from the date of this resolution, whichever is the earlier; and
(e) the Company may make a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.

Notice of general meetings

1. That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Dixons Carphone plc Notice of Annual General Meeting 2016

---

4
Dixons Carphone plc Notice of Annual General Meeting 2016

Recommendation

The directors consider that all the resolutions proposed at the AGM are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company. The directors unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial holdings.

By order of the Board

Nigel Paterson
Company Secretary
28 June 2016

Registered Office:
1 Portal Way
London
W3 6RS

• 28 June 2016 being the last practicable date prior to the publication of this Notice of Meeting.

EXPLANATORY NOTES

Resolutions 1 to 22 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 23 to 25 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.

Annual Report and Accounts

Resolution 1

The directors must present the Directors' Report and the Annual Report and Accounts of the Company for the year ended 30 April 2016 to shareholders at the AGM. The Directors' Report, the Accounts, and the report of the Company's auditor on the Accounts and on those parts of the Directors' Remuneration Report that are capable of being audited are contained within the Annual Report and Accounts 2015/16.

Remuneration Report and Policy

Resolutions 2 and 3

These resolutions deal with the remuneration of the directors and seek an advisory vote to approve the Annual Remuneration Report and a binding vote on the Directors' Remuneration Policy. If resolution 3 is approved, the Policy will become effective immediately at the conclusion of the AGM.

The directors of the Company have a duty under the Act to prepare a Directors' Remuneration Report for each financial year, setting out the Annual Remuneration Report, which is set out on pages 57 to 81 of the Annual Report and Accounts 2015/16.

The Company is required to ask shareholders to approve the Remuneration Policy section of the Directors' Remuneration Report. This is set out on pages 57 to 68 of the Annual Report and Accounts 2015/16. The Directors' Remuneration Policy must be approved by a binding vote of the shareholders at least every three years or sooner if the directors wish to change the policy or if the Annual Remuneration Report was not approved at the last accounts meeting. The Company is proposing to change its Directors' Remuneration Policy this year as it is intending to implement a new long term incentive plan on which it has consulted with its key shareholders; further details are provided in resolution 21 and in the Appendix to this Notice.

Dividend

Resolution 4

Dividends must be approved by shareholders but must not exceed the amount recommended by directors. If the meeting approves the dividend it will be paid out in accordance with the financial calendar set out on page 153 of the Annual Report and Accounts 2015/16.

---

Dixons Carphone plc Notice of Annual General Meeting 2016

Directors

Resolutions 5 and 6

Lord Livingston and Tony DeNunzio CBE were appointed as directors since the last annual general meeting and resolutions 5 and 6 propose their elections, as required by the Articles of Association of the Company. They now stand for election by shareholders. Their elections will take effect at the conclusion of the AGM.

In reviewing the recommendations of the Nominations Committee concerning their election, the Board concluded that both Lord Livingston and Tony DeNunzio CBE make effective and valuable contributions to the Board and demonstrate commitment to their roles. Accordingly, the Board unanimously recommends their re-election.

Resolutions 7 to 17

As set out in page 47 of the Annual Report and Accounts 2015/16, the Company's directors shall retire and stand for re-election on an annual basis in accordance with the UK Corporate Governance Code (the 'Code'). All members of the Board (other than Lord Livingston and Tony DeNunzio CBE for whom this is their first AGM) will stand for re-election. These re-elections will take effect at the conclusion of the AGM.

The biographies of all the directors are shown on pages 36 to 37 of the Annual Report and Accounts 2015/16. Following the annual evaluation exercise conducted during the year, the Board considers that each of the directors proposed for re-election continues to make an effective and valuable contribution and demonstrates commitment to the role. The Board is content that each non-executive director offering himself / herself for re-election is independent in character and there are no relationships or circumstances likely to affect his / her character or judgement. Accordingly, the Board unanimously recommends the re-election of these directors.

Auditor

Resolution 18

The Company is required to appoint the auditor at each general meeting at which accounts are presented, to hold office until the conclusion of the next such meeting. This resolution is recommended by the Audit Committee and endorsed by the Board. The directors propose the re-appointment of the Company's existing auditor, Deloitte LLP. The reasons for this recommendation are outlined on page 54 of the Annual Report and Accounts 2015/16.

Resolution 19

Following good practice, this resolution is giving authority to the directors to determine the remuneration of the auditor. The Audit Committee will approve the audit fees, in principle, for endorsement by the Board.

Political donations

Resolution 20

Part 14 of the Act requires companies to obtain shareholders' authority for donations to registered political parties and other political organisations totalling more than £5,000 in any 12-month period, and for any political expenditure, subject to limited exceptions. The definition of donation in this context is very wide and extends to bodies such as those concerned with policy review, law reform and the representation of the business community. It could include special interest groups, such as those involved with the environment, which the Company and its subsidiaries might wish to support, even though these activities are not designed to support, or influence support for, a particular party.

It remains the policy of the Company not to make political donations or incur political expenditure as those expressions are normally understood. The directors consider, however, that it is in the best interests of shareholders for the Company to participate in public debate and opinion-forming on matters which affect its business. To avoid inadvertent infringement of the Act, the directors are seeking shareholders' authority for the Company and its subsidiaries to make political donations and to incur political expenditure. No political expenditure was incurred during the period ended 30 April 2016. The authority set out in the resolution will expire at the conclusion of the next annual general meeting. It is envisaged that renewal will be sought at the 2017 and subsequent annual general meetings.

Approval of the Long Term Incentive Plan 2016

Resolution 21

The Company is seeking shareholder approval for the introduction of a new long term incentive plan, the Dixons Carphone plc Long Term Incentive Plan 2016 (the 'LTIP'). The LTIP will be used to implement (if approved) the revised long term incentive aspects of the new Directors' Remuneration Policy proposed for approval under Resolution 3 as referred to above.

A summary of the principal terms of the LTIP is set out in the Appendix to this Notice.

---

Allotment of shares

Resolution 22

The purpose of resolution 22 is to renew the directors' power to allot shares. This resolution gives the directors authority to allot unissued share capital with a nominal value of £383,820, being a sum equal to approximately one third of the issued ordinary share capital of the Company as at 28 June 2016*.

There are no present plans to undertake a rights issue or to allot new shares, other than in connection with employee share schemes. The directors consider it desirable to have flexibility to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.

As at the date of this Notice of AGM, no ordinary shares are held by the Company as treasury shares.

Disapplication of pre-emption rights

Resolution 23

If the directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings. The purpose of resolution 23 is to authorise the directors to allot new shares pursuant to the authority given by resolution 22, or sell treasury shares for cash (i) in connection with a pre-emptive offer or rights issue or (ii) otherwise up to a nominal value of £57,573 which represents approximately 5% of the nominal amount of the issued ordinary share capital as at 28 June 2016*, in each case without the shares first being offered to existing shareholders in proportion to their existing holdings.

The Company had 1,151,461,336 ordinary shares of 0.1p each in issue at 28 June 2016*. The above limits are in line with the Pre-Emption Group's Statement of Principles ('Statement of Principles'). Additionally, in accordance with the Statement of Principles, the directors do not intend to issue, on a non pre-emptive basis, more than 7.5% of the issued ordinary share capital of the Company over a rolling three-year period without prior consultation with shareholders.

The directors confirm that they have no present intention of exercising this authority. The Board is seeking this authority to ensure the Company has the flexibility permitted by corporate governance guidelines in managing the Company's resources. This authority will only be used if the Board is satisfied that to do so would be in the interest of the Company and its shareholders.

Authority to purchase own shares

Resolution 24

This resolution renews the authority granted at last year's annual general meeting and grants the Company authority to purchase its own shares up to a maximum amount of 115,146,133 until the next annual general meeting or 15 months from the date of this resolution, whichever is the earlier. The Act permits a company to purchase its own shares provided that the purchase has been authorised by the Company in a general meeting. It is common practice for listed companies to seek such authority and the directors consider that it is prudent to seek such authority at the annual general meeting. The amount represents 10% of the ordinary shares in issue as at 28 June 2016*.

The Company will comply with the FCA's Listing Rules and relevant investor guidelines in force at the time the Company undertakes any purchase of its own shares. The Listing Rules in force at the date of the AGM specify that the maximum price is the higher of (i) 5% above the average market value of the Company's equity shares for the five business days prior to the day the purchase is made; and (ii) that stipulated by Article 5(1) of the Buy-Back and Stabilisation Regulation. This regulation will be superseded, and the Listing Rules will be amended, when Article 5 of the EU Market Abuse Regulation No. 596/2014 comes into force on 3 July 2016. Purchases of the Company's own shares on or after 3 July 2016 will comply with the Listing Rules in force at that time.

As at 28 June 2016* there were outstanding options granted and unexercised under all share option schemes operated by the Company. If this authority to repurchase were exercised in full, such options would represent approximately 2.36% of the issued share capital at such date. The directors would only propose to make share purchases where the expected effect would be to increase earnings per share and, having reviewed the overall financial position of the Company, such purchases were considered to be in the best interests of the shareholders generally. Furthermore, any director with a conflict of interest in respect of a particular exercise of the Company's power to purchase its own shares will not be involved in the decision to so exercise such power.

Notice of general meetings

Resolution 25

This resolution reflects changes made to the Act by the Companies (Shareholders' Rights) Regulations 2009 (the 'Regulations') which implement the EU Shareholders' Rights Directive (the 'Directive'). The Regulations increase the minimum notice period for general meetings of the Company (apart from annual general meetings) from 14 days to 21 days, unless the shareholders approve a shorter notice period, which cannot be less than 14 clear days. Resolution 25 seeks such approval, which will remain in effect until the date of the Company's annual general meeting in 2017; thereafter authority will be sought on an annual basis. The shorter notice period will 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 to the advantage of the shareholders as a whole and taking into consideration the recommendations of the Code in this regard.

• 28 June 2016 being the last practicable date prior to the publication of this Notice of Meeting.

Dixons Carphone plc Notice of Annual General Meeting 2016

---

GENERAL NOTES

1. Eligibility to attend and vote

To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered on the register of members of the Company as at 6.30pm on Tuesday 6 September 2016 or, in the event that the meeting is adjourned, in the register of members at 6.30pm on the date two days before the date of any adjourned meeting. Changes to entries on the register of members after the relevant deadline shall be disregarded in determining the rights of any persons to attend or vote at the meeting.

If a share is held by joint shareholders and more than one of the shareholders votes (including by way of proxy), the only vote that will count is the vote of the person whose name is listed before the other voters on the register of members in respect of the share.

2. Voting arrangements

Voting on each of the resolutions to be put to the meeting will be by poll, rather than on a show of hands, so that all votes are included, whether or not the shareholder is able to attend the meeting. The Board believes this to be the most democratic procedure for voting on resolutions as member votes will be counted according to the number of shares held.

The results of the voting at the meeting and the number of proxy votes cast for and against and the number of votes actively withheld in respect of each of the resolutions proposed at the meeting will be announced through a Regulatory Information Service as soon as practicable following the meeting and will also be published on the Company's website, www.dixonscarphone.com.

The Company has included on the form of proxy a vote 'Withheld' option in order for shareholders to abstain from voting on any particular resolution. However, an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' the relevant resolution.

3. Proxy voting

A member of the Company is entitled to appoint a proxy to exercise all or any of his / her rights to attend, speak and vote on his / her behalf at the meeting. A member of the Company may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the Company.

A form of proxy which may be used to make such appointment and give proxy instructions accompanies this Notice of AGM. Instructions for use are shown on the form. If a replacement card is required, or if you wish to appoint more than one proxy, additional proxy forms may be obtained by contacting the Company's registrars, Equiniti, on 0371 384 2089 (UK only) or +44 (0)121 415 7047 (from outside the UK). Lines are open from 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales). Alternatively, you may photocopy the form of proxy enclosed with this Notice of AGM.

Lodging a completed form of proxy or any CREST Proxy Instruction (as described in the paragraph below) will not prevent the member from attending, speaking and voting in person if he / she wishes to do so.

To be valid, the form of proxy, together with any power of attorney or other authority under which it is signed, or a duly certified or office copy thereof, must be received by post or (during normal business hours only) by hand at the offices of the Company's registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than 11.00am on Tuesday 6 September 2016, or if the meeting is adjourned, no later than 48 hours before the time fixed for the adjourned meeting.

4. Electronic voting

Instructions for registering your votes electronically are appended to the form of proxy enclosed with this Notice of AGM.

5. Appointment of proxies through CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST manual (available at 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 or instruction 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 ('Euroclear') specifications, and must contain the information required for such instruction, 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 the Company's agent (CREST participant ID RA19) not later than 11.00am on Tuesday 6 September 2016, or if the meeting is adjourned, not later than 48 hours before the time fixed for 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 Application Host) from which the Company'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 Euroclear 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

Dixons Carphone plc Notice of Annual General Meeting 2016

---

applicable, their CREST sponsors or voting service provider(s) 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.

6. Nominated persons

Any person to whom this Notice of AGM is sent who is a person nominated under section 146 of the Act to enjoy information rights (a 'Nominated Person') may, under an agreement between him / her and the member by whom he / she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he / she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. The statement of the rights of members in relation to the appointment of proxies in note 3 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by members of the Company.

7. Corporate representatives

Any corporation which is a member can appoint one or more corporate representative(s) who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. Representatives of shareholders that are corporations will have to produce evidence of their appointment when attending the AGM. Please contact our registrars, Equiniti, if you need any further guidance on this.

8. Total voting rights

As at 28 June 2016* the Company's issued share capital consisted of 1,151,461,336 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at such date are 1,151,461,336.

9. Admission

If you propose to attend the meeting, please detach and bring with you the attendance slip attached to the form of proxy. You will be asked to show this at the entrance and not having it available could delay your admission.

10. Proof of identity

Shareholders and participants may also be required to provide proof of identity. If you have been appointed as a shareholder's proxy, please make this fact known to the Equiniti personnel on arrival.

11. Directions

The meeting will be held at Hilton London Kensington Hotel, 179-199 Holland Park Avenue, London W11 4UL.

Directions to Hilton London Kensington Hotel are as follows:

By train

The nearest station to the hotel is Shepherd's Bush, which is served by the Central and Overground lines.

By car

From the M40 / A40 via the A3220 or from the M4 via Hammersmith and Shepherd's Bush. Leave the A3220 and turn left at the roundabout on to Holland Park Avenue. The hotel is on the right-hand side.

Car parking

Chargeable parking is available at the venue; please contact the hotel for further details.

12. Information available for inspection

The following information is available for inspection at the registered office of the Company, and at the offices of the Company's solicitors, Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HT, during usual business hours on weekdays (excluding public holidays in England and Wales) until the date of the AGM. It will also be available for inspection at the AGM from 10.45am on the day of the meeting until the conclusion of the meeting:

• Articles of Association of the Company;
• copies of the directors' service contracts and letters of appointment;
• biographical details of those directors being elected and re-elected;
• a copy of the register of directors' interests in the share capital of the Company; and
• the draft rules of the Dixons Carphone plc Long Term Incentive Plan 2016

13. Publication of information

From the date of this Notice of AGM and for two years afterwards the following information will be available on the Company's website, www.dixonscarphone.com:

• the matters set out in this Notice of AGM;
• the total number of ordinary shares in the Company, in respect of which members are entitled to exercise voting rights at the meeting; and
• the total number of voting rights that members are entitled to exercise at the meeting in respect of the ordinary shares of the Company.

14. Audit concerns

Shareholders meeting the threshold requirements set out in section 527 of the Act have the right to require the Company to publish a statement on its website in relation to the audit of the Company's accounts that are to be laid before the meeting or any circumstances connected with an auditor of the Company ceasing to hold office since the previous annual general meeting. The Company may not charge the requesting shareholders for the website publication of such a statement. The Company must also forward the statement to the auditor not later than the time when it publishes the statement on the website. The business which may be dealt with at the annual general meeting includes any website statement relating to the audit concerns.

15. Members' right to request resolution to be proposed at meeting

Under section 338 and section 338A of the Act, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive Notice of the AGM, notice of a resolution which may properly be moved and is intended to be

Dixons Carphone plc Notice of Annual General Meeting 2016

---

moved at the meeting and / or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the persons making it, must be received by the Company not later than 27 July 2016, being the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

16. Asking questions at the meeting

During the meeting, the Chairman will give shareholders and eligible participants the opportunity to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

17. Special needs

Facilities are available for wheelchair users and there is a loop system for the hearing impaired. Anyone wishing to use these facilities should contact a member of the hotel staff.

18. Enquiries

If you have any questions relating to this document, the AGM or the completion and return of the form of proxy, please telephone the Company's registrars, Equiniti, on 0371 384 2089 from within the UK, or +44 (0)121 415 7047 if calling from outside the UK. Lines are open 8.30am to 5.30pm (UK time) Monday to Friday (excluding public holidays in England and Wales).

The helpline cannot provide advice on the merits of the proposed resolutions or give any financial, legal or tax advice.

You may not use any electronic address provided either in this Notice of AGM or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.

• 28 June 2016 being the last practicable date prior to the publication of this Notice of Meeting.

APPENDIX – DIXONS CARPHONE PLC LONG TERM INCENTIVE PLAN

A summary of the principal features of the Dixons Carphone plc Long Term Incentive Plan 2016 (the 'LTIP') is set out below. Copies of the draft rules of the LTIP may be inspected at the Company's registered office address, or at the offices of the Company's solicitors, Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HT, during usual business hours on weekdays (excluding public holidays in England and Wales) until the date of the AGM, and also at the place of the AGM for at least 15 minutes prior to and during the AGM.

Introduction

Approval for the LTIP is sought under Resolution 21 to be proposed at the Company's AGM.

The LTIP will be used to implement the revised long-term incentive aspects of the new Directors' Remuneration Policy, also proposed for approval at the AGM, and which is set out in the Directors' Remuneration Report within the Annual Report and Accounts 2015/16.

Operation

The Remuneration Committee of the Board of Directors (the 'Committee') will supervise the operation of the LTIP.

Eligibility

Any employee (including an executive director) of the Company and its subsidiaries will be eligible to participate in the LTIP at the discretion of the Committee.

It is currently anticipated that participation in the LTIP will be limited to the Company's executive directors and selected senior management.

Grant of awards

The Committee may grant awards to acquire ordinary shares in the Company ('Shares') within six weeks following the Company's announcement of its results for any period. The Committee may also grant awards within six weeks of shareholder approval of the LTIP or at any other time when the Committee considers there are sufficiently exceptional circumstances which justify the granting of awards.

The Committee may grant awards as conditional share awards or nil-price (or nominal) options.

The Committee may also decide to grant cash-based awards of an equivalent value to share-based awards or to satisfy share-based awards in cash, although it does not currently intend to do so.

An award may not be granted more than ten years after shareholder approval of the LTIP.

No payment is required for the grant of an award. Awards are not transferable, except on death. Awards are not pensionable.

The first awards under the LTIP would be made within six weeks following shareholder approval of the LTIP or as soon as reasonably practicable thereafter.

Dixons Carphone plc Notice of Annual General Meeting 2016

---

Individual limit

An employee may not receive awards in any financial year over Shares having a market value in excess of 275% of their annual base salary in that financial year (rising to 375% in exceptional circumstances).

Market value for the purposes of the above limit shall be based on the market value of Shares on the dealing day immediately preceding the grant of an award or by reference to a short averaging period.

Performance conditions

The extent of vesting of awards granted to the Company's executive directors will be subject to performance conditions set by the Committee and may be so in the case of awards to others.

For the first awards to be granted under the LTIP to the Company's executive directors and other senior management, the vesting of such awards will be subject to the satisfaction of performance conditions comprising independently assessed measures of earnings per share and relative total shareholder return ('relative TSR') performance. The performance conditions will be measured over the period of three financial years of the Company starting with the current financial year.

Full details of the earnings per share element of such performance conditions will shortly be published on the Company's website. Full details of the relative TSR element of such performance conditions can already be found in the Directors' Remuneration Report within the Company's Annual Report and Accounts 2015/16.

The Committee may vary the performance conditions applying to any award if an event occurs which causes the Committee to consider that it would be appropriate to amend the performance conditions, provided in the case of awards held by the Company's executive directors the Committee considers the varied conditions are fair and reasonable and not materially less challenging than the original conditions would have been but for the event in question.

Vesting of awards

Awards normally vest on the third anniversary of grant or, if later, when the Committee determines the extent to which any performance conditions have been satisfied.

The Committee may specify different normal vesting periods in relation to awards granted to participants who are not executive directors.

Where awards are granted in the form of options, once vested, such options will then be exercisable up until the tenth anniversary of grant (or such shorter period specified by the Committee at the time of grant) unless they lapse earlier. Shorter exercise periods shall apply in the case of 'good leavers' and / or vesting of awards in connection with corporate events.

Holding period

The terms of the LTIP require that executive director participants (and such others if the Committee requires) will ordinarily be required to retain any vested Shares (on an after-tax basis) acquired under the LTIP (or, where relevant, the full number of the vested Shares whilst held under an unexercised but vested award) until at least the fifth anniversary of the grant of the relevant award.

Exceptionally, the Committee may, in its discretion, allow such participants to sell, transfer, assign or dispose of some or all of these Shares before the end of the holding period, subject to such additional terms and conditions that the Committee may specify.

Dividend equivalents

The Committee may decide that participants will receive a payment (in cash and / or Shares) on or shortly following the vesting of their awards, of an amount equivalent to the dividends payable on vested Shares between the date of grant and the vesting of an award (or if later, and only whilst the award remains unexercised in respect of vested Shares, the expiry of any holding period). This amount may assume the reinvestment of dividends.

Leaving employment

As a general rule, an award will lapse upon a participant leaving employment or ceasing to be a director within the Company's group. However, if a participant ceases to be an employee or a director because of death, ill-health, injury or disability, redundancy, retirement, his / her employing company or the business for which he / she works being sold out of the Company's group or in other circumstances at the discretion of the Committee, then his / her award will normally vest on the date when it would have vested if he / she had not ceased such employment or office. The extent to which an award will vest in these situations will depend upon two factors:

(i) the extent to which the performance conditions (if any) have, in the opinion of the Committee, been satisfied over the original performance measurement period; and

(ii) pro-rating of the award to reflect the reduced period of time between its grant and the time of cessation of employment, although the Committee can decide not to pro-rate an award (or pro-rate to a lesser extent) if it regards it as appropriate to do so in the particular circumstances.

Alternatively, if a participant ceases to be an employee or director in the Company's group for one of the 'good leaver' reasons specified above, the Committee can decide that his / her award will vest when he / she leaves, subject to:

(i) the performance conditions measured at that time; and

(ii) pro-rating by reference to the time of cessation as described above, although the Committee can decide not to pro-rate an award or pro-rate to a lesser extent.

Dixons Carphone plc Notice of Annual General Meeting 2016

---

Dixons Carphone plc Notice of Annual General Meeting 2016

Corporate events

In the event of a takeover or winding-up of the Company (not being an internal corporate reorganisation) all awards will vest early subject to:

(i) the extent that the performance conditions (if any) have been satisfied at that time; and
(ii) the pro-rating of the awards to reflect the reduced period of time between their grant and vesting, although the Committee can decide not to pro-rate an award (or pro-rate to a lesser extent) if it regards it as inappropriate to do so in the particular circumstances.

In the event of an internal corporate reorganisation, awards will be replaced by equivalent new awards over Shares in a new holding company unless the Committee decides that awards should vest on the basis which would apply in the case of a takeover.

If a demerger, special dividend or other similar event is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may decide that awards will vest on such basis as it decides.

Participants' rights

Awards settled in Shares will not confer any shareholder rights until the awards have vested or the options have been exercised as relevant and the participants have received their Shares.

Rights attaching to Shares

Any Shares allotted when an award vests or is exercised will rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their allotment).

Variation of capital

In the event of any variation of the Company's share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the Shares, the Committee may make such adjustment as it considers appropriate to the number of Shares subject to an award and / or the exercise price payable (if any).

Overall LTIP limits

The LTIP may operate over new issue Shares, treasury shares or Shares purchased in the market.

In any ten-year period, the Company may not issue (or grant rights to issue) more than 10% of the issued ordinary share capital of the Company in respect of awards granted under the LTIP and any other employee share plan in the relevant period.

In any ten-year period commencing on or after the adoption of the LTIP, the Company may not issue (or grant rights to issue) more than 5% of the issued ordinary share capital of the Company in respect of awards granted under the LTIP and any other executive share plan in the relevant period.

Treasury shares will count as new issue Shares for the purposes of these limits unless institutional investors decide that they need not count.

Alterations to the LTIP

The Committee may, at any time, amend the LTIP in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to the advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of Shares or the transfer of treasury shares, the basis for determining a participant's entitlement to, and the terms of, the Shares or cash to be acquired and the adjustment of awards.

The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to benefit the administration of the LTIP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Company's group. Shareholder approval will also not be required for any amendments to any performance condition applying to an award provided such amendments are made in accordance with the rules of the LTIP.

Recovery and withholding

The Committee may apply the LTIP's recovery and withholding provisions if, prior to the sixth anniversary of the grant of an award, it is discovered that there has been a material misstatement in the Company's audited accounts, serious misconduct on the part of the participant or serious reputational damage to the Company, any other Group member or a relevant business unit.

The recovery and withholding may be satisfied by way of a reduction in the amount of any future bonus, subsisting award or future share awards and / or a requirement to make a cash payment.

Overseas LTIPs

The shareholder resolution to approve the LTIP will allow the Board to establish further sub-plans or schedules for overseas territories, any such sub-plan or schedule to be similar to the LTIP, but modified to take account of local tax, exchange control or securities laws, provided that any Shares made available under such further LTIPs are treated as counting against the limits on individual and overall participation in the LTIP.

---

“哈，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，