Currys PLC — Proxy Solicitation & Information Statement 2017

Jul 19, 2017

Proof 8: 28-6-17

N

Dixons

Carphone

ATTENDANCE CARD

Dixons Carphone plc (the 'Company') Annual General Meeting to be held on Thursday 7 September 2017 at 11.00am at Hilton London Kensington Hotel, 179-199 Holland Park Avenue, London W11 4UL.

NOTICE OF AVAILABILITY - Important; please read carefully. You can now access the Annual Report and Accounts 2016/17 and Notice of Annual General Meeting 2017 (AGM) or 'Meeting I' at www.dixonscarphone.com/investors. You can submit your proxy online at www.sharevote.co.uk using the details on the form of proxy below.

You are advised to read the full Notice of AGM before deciding how to vote. It is also recommended that you read the full Annual Report and Accounts 2016/17.

Shareholder Reference Number

If you are attending the AGM, please bring this card with you and hand it to the Company's registrars, Equiniti, on arrival; this will help us to speed up your admission.

NOTES, MAP AND DIRECTIONS

Attending the AGM

• For your safety and security, there may be checks and bag searches of those attending the Meeting. We recommend that you arrive a little early to allow time for these procedures.
• Tea, coffee and biscuits will be served before the AGM, followed by a buffet lunch after the Meeting.
• Cameras, recording equipment and other items which might interfere with the good order of the Meeting will not be permitted.
• 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 hotel staff.

ACCESS BY PUBLIC TRANSPORT

Hilton London Kensington Hotel is located five minutes' walk away from Shepherd's Bush station, which is served by the Central and Overground lines, and National Rail.

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

FORM OF PROXY

DIXONS CARPHONE PLC ANNUAL GENERAL MEETING ('AGM') TO BE HELD ON THURSDAY 7 SEPTEMBER 2017 AT 11.00AM

You can submit your proxy electronically, using the above numbers, at www.sharevote.co.uk. I / We, the undersigned, being a member / members of Dixons Carphone plc (the 'Company') hereby appoint the Chairman of the AGM or:

☐ Please mark here to indicate if this proxy appointment is one of multiple appointments being made.

☐ Please indicate your vote by marking the appropriate boxes in black or blue ink like this: X

Ordinary Resolutions	For	Against Withheld
1. To receive the Accounts, the Directors' Report (including the Strategic Report) and the Auditor's Report for the period ended 29 April 2017.	☐	☐
2. To approve the Directors' Annual Remuneration Report.	☐	☐
3. To declare a final dividend of 7.75p per ordinary share.	☐	☐
4. To elect Fiona McBain as a director.	☐	☐
5. To re-elect Katie Bickerstaffe as a director.	☐	☐
6. To re-elect Tony DeNunzio CBE as a director.	☐	☐
7. To re-elect Andrea Gisle Joosen as a director.	☐	☐
8. To re-elect Andrew Harrison as a director.	☐	☐
9. To re-elect Sebastian James as a director.	☐	☐
10. To re-elect Jock Lennox as a director.	☐	☐

Notes to help you complete this form are on the reverse of the attached Attendance Card.

For	Against Withheld
☐	☐
☐	☐
☐	☐
☐	☐
☐	☐
☐	☐
☐	☐

Please mark this box ☐ if signing on behalf of the shareholder as power of attorney, receiver or third party. This card should not be used for comments, change of address or other queries. Please send separate instruction.

Signature ____ Date ______ 3526-038-S

For	Against Withheld
☐	☐
☐	☐
☐	☐
☐	☐
☐	☐
☐	☐

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NOTES FOR THE COMPLETION OF FORM OF PROXY

1. A member who is entitled to attend, speak and vote may appoint a proxy to attend, speak and vote instead of him / her. A proxy need not also be a member of the Company but must attend the Meeting in order to represent you. A member wishing to appoint someone other than the Chairman of the Meeting as his / her proxy should insert that person's name in the space provided. A person with information rights under section 146 of the Companies Act 2006 may not appoint a proxy on his / her behalf.

2. Please indicate by inserting an 'X' in the appropriate box how you wish your vote to be cast on each resolution. Shareholders should note that a vote withheld is not a vote in law. If you mark the box 'Withheld' it will mean that your proxy will abstain from voting and accordingly, your vote will not be counted either for or against the relevant resolution.

3. If the proxy is being appointed for less than your full voting entitlement, please indicate in the box next to the appointed proxy's name the number of shares in relation to which that person is authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full entitlement or, if this form of proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account. If you do not indicate how your proxy is to vote, you will be deemed to have authorised your proxy to vote or to withhold your vote as your proxy thinks fit. Your proxy will also be entitled to vote at his / her discretion on any other resolution properly put to the Meeting.

4. A member may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different shares (so a member must have more than one share to be able to appoint more than one proxy). A separate form of proxy must be deposited for each proxy appointed. Further copies of this form may be obtained from the Company's registrars, Equiniti, on 0371 384 2089 or on +44 (0)121 415 7047 if calling from outside the UK, or you may photocopy this form. If you appoint multiple proxies, please indicate in the box next to the appointed proxy's name the number of shares in relation to which the person named on this form is 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 returned together to Equiniti. Where multiple proxies are appointed, failure to specify the number of shares to which this proxy appointment relates, or specifying a number which exceeds the number held by the member when totalled with the number specified on other proxy appointments by the same member, will render all appointments invalid.

5. To be valid, this form of proxy, together with any power of attorney or other authority under which it is signed or a notarially certified copy thereof, must be received by post or (during normal business hours only) by hand at the offices of Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by 11.00am on Tuesday 5 September 2017. Alternatively, a member may appoint a proxy or proxies by using the CREST proxy appointment service – see note 11 below.

6. The appointment of a proxy will not preclude a member from attending the Meeting and voting in person.

7. An individual member or his / her attorney must sign this form of proxy. If the member is a company, this form must be executed under the common seal or signed on its behalf by an officer or attorney of the company.

8. In the case of joint holders, the proxy appointment of the most senior holder will be accepted to the exclusion of any appointments by the other joint holders. For this purpose, seniority is determined by the order in which the names are stated in the register of members of the Company in respect of the joint holding (the first named being the most senior).

9. A member wishing to change his / her proxy instructions should submit a new proxy appointment using the methods set out in note 5. Any changes to proxy instructions received after the time stated in note 5 will be disregarded. A member who requires another form should contact Equiniti on 0371 384 2089 or on +44 (0)121 415 7047 if calling from outside the UK. Subject to note 4, if a member submits more than one valid proxy appointment, the appointment received last before the time limit in note 5 will take precedence.

10. A member wishing to revoke his / her proxy appointment should do so by sending a notice to that effect to Equiniti at the address set out in note 5 above or electronically as set out in note 11 below. The revocation notice must be received by Equiniti before the commencement of the Meeting. Any revocation notice received after this time will not have effect.

11. If you wish to register your proxy appointment electronically through the internet, please go to www.sharevote.co.uk where full details of the procedure are given. You will have to disclose the voting ID, task ID and shareholder reference number shown on this form of proxy. CREST members who wish to appoint a proxy or proxies by utilising the proxy appointment service may do so for the Meeting (and any adjournment thereof) by following the procedures described in the CREST manual. Further details are provided in the notes to the Notice of AGM. 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.

12. Please note that, save as expressly stated, communications regarding the matters set out in this form of proxy will not be accepted in electronic form.

*Lines are open 8.30am to 5.30pm Monday to Friday (UK time), excluding public holidays in England and Wales.

Business Reply Plus
Licence Number
RTAK-KCXU-KTBY

Equiniti
Aspect House
Spencer Road
LANCING
BN99 8ED