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Currys PLC

Proxy Solicitation & Information Statement Jul 28, 2021

4904_agm-r_2021-07-28_a55820e2-b615-4e11-bc3a-3e066b267859.pdf

Proxy Solicitation & Information Statement

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N Dixons Carphone

ATTENDANCE CARD

Dixons Carphone plc (the 'Company') Annual General Meeting ('AGM') to be held on Wednesday 15 September 2021 at 9.30am at 65 Queen's Gate, London, SW7 5JS.

Shareholder Reference Number

If you are attending the AGM, please bring this card with you.

NOTICE OF AVAILABILITY – Important; please read carefully. You can now access the Annual Report and Accounts 2020/21 and Notice of Annual General Meeting 2021 ('Notice of AGM') 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.

SHAREHOLDER COMMUNICATION

How would you like to receive future shareholder communications?

Managing your shareholding online is fast, convenient and reduces the impact on the environment. You have the following options:

Option 1 (email notification)
To receive email notifications when shareholder documents are
available on our website at www.dixonscarphone.com.
 Register at www.shareview.co.uk.
Option 2 (written notification)
-- -- -- -- ---------------------------------
To receive written notifications by post when shareholder documents
are available on our website at www.dixonscarphone.com.
 No action required.

Option 3 (paper)

If we do not hear from you by 11.00am on 26 August 2021, you will be deemed to have agreed to Option 2.

Shareholder Reference Number

3526-0062

FORM OF PROXY

DIXONS CARPHONE PLC ANNUAL GENERAL MEETING ('AGM') TO BE HELD ON WEDNESDAY 15 SEPTEMBER 2021 AT 9.30AM

Voting ID Task ID Shareholder Reference Number
You can submit your proxy electronically, using the above
details, 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:
as my / our proxy to exercise all or any of my / our rights
to attend, speak and vote in respect of my / our voting entitlement on my / our behalf at the AGM of the Company to be held on Wednesday 15 September 2021 at 9.30am and at
any adjournment thereof. The proxy will vote on the resolutions listed below as indicated. The proxy will vote at his / her discretion, or withhold from voting on any resolution listed
below, if no instruction is given regarding that resolution and on any other business transacted at the AGM.
Name of proxy Number of shares (if not full voting entitlement)
(see Notice of AGM)
Please mark this box
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:
1. To receive the Accounts, the reports of the
directors and the Auditor's Report for the
period ended 1 May 2021.
2. To approve the Directors' Remuneration Report.
3. To declare a full year dividend of 3p per ordinary share.
4. To elect Bruce Marsh as a Director.
5. To re-elect Alex Baldock as a Director.
6. To re-elect Eileen Burbidge MBE as a Director.
7. To re-elect Tony DeNunzio CBE as a Director.
8. To re-elect Andrea Gisle Joosen as a Director.
9. To re-elect Lord Livingston of Parkhead as a Director.
Notes to help you complete this form are in the Notice of AGM.
You should read these carefully before completing this form.
Please mark this box
For
Against Withheld
X
10. To re-elect Fiona McBain as a Director.
11. To re-elect Gerry Murphy as a Director.
12. To reappoint Deloitte LLP as auditor of the Company.
13. Authority for the Directors to determine the
auditor's remuneration.
14. Authority to make political donations
not exceeding £25,000 in total.
15. Authority to allot shares.
Special Resolutions
16. Power to dis-apply pre-emption rights.
17. Authority for the Company to purchase its own shares.
18. Authority to call general meetings at short notice.
For
Against Withheld
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

NOTES

  • In the interests of health and safety, the directors recommend that shareholders do not attend the AGM in person. No catering or refreshments will be available.
  • It is possible that changes to UK Government guidance will require a change to the date, time or location of the meeting and if this happens an announcement will be made on the Company's website www.dixonscarphone.com as soon as possible.
  • Cameras, recording equipment and other items which might interfere with the good order of the AGM will not be permitted.

BY RAIL

Nearest Station is Paddington. Approximately 10 minutes drive from venue and taxis are available outside the station.

BY BUS

Bus routes 70 and 74 go past the venue.

UNDERGROUND

Nearest stations are Gloucester Road & South Kensington (both on Circle, District and Piccadilly lines).

Approximately five minutes walk from venue.

NOTES FOR COMPLETION OF FORM OF PROXY

    1. The Notice of AGM provides further guidance on completion of the form of proxy.
    1. Shareholders are entitled to appoint another person to attend the AGM and vote on their behalf using the form of proxy. The proxy need not be a shareholder. You may still attend the AGM and vote even if you return the form of proxy. If you wish to appoint more than one proxy, please refer to the detailed instructions in the Notice of AGM.
    1. If you do not indicate how you wish your proxy to vote, the proxy will be entitled to exercise discretion as to how and whether to vote on any resolution.
    1. In order to be valid, this form of proxy must be received by Equiniti by no later than 9.30am on Monday 13 September 2021.
    1. If you wish to vote via the internet, you can do so at www.sharevote.co.uk. You will require the Voting ID, Task ID and Shareholder Reference Number shown on the form of proxy.
    1. CREST members who wish to utilise the CREST proxy appointment service may do so by following the procedures described in the CREST manual and the Notice of AGM.

ATTENDANCE CARD

Dixons Carphone plc (the 'Company') Annual General Meeting ('AGM') to be held on Wednesday 15 September 2021 at 9.30am at 65 Queen's Gate, London, SW7 5JS.

Shareholder Reference Number

If you are attending the AGM, please bring this card with you.

NOTICE OF AVAILABILITY – Important; please read carefully. You can now access the Annual Report and Accounts 2020/21 and Notice of Annual General Meeting 2021 ('Notice of AGM') 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.

FORM OF PROXY

DIXONS CARPHONE PLC ANNUAL GENERAL MEETING ('AGM') TO BE HELD ON WEDNESDAY 15 SEPTEMBER 2021 AT 9.30AM

Voting ID Task ID Shareholder Reference Number
You can submit your proxy electronically, using the above Number of shares (if not full voting entitlement)
details, 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:
as my / our proxy to exercise all or any of my / our rights
to attend, speak and vote in respect of my / our voting entitlement on my / our behalf at the AGM of the Company to be held on Wednesday 15 September 2021 at 9.30am and at
any adjournment thereof. The proxy will vote on the resolutions listed below as indicated. The proxy will vote at his / her discretion, or withhold from voting on any resolution listed
below, if no instruction is given regarding that resolution and on any other business transacted at the AGM.
Name of proxy (see Notice of AGM)
Please mark this box
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
1. To receive the Accounts, the reports of the
directors and the Auditor's Report for the
period ended 1 May 2021.
2. To approve the Directors' Remuneration Report.
3. To declare a full year dividend of 3p per ordinary share.
4. To elect Bruce Marsh as a Director.
5. To re-elect Alex Baldock as a Director.
6. To re-elect Eileen Burbidge MBE as a Director.
7. To re-elect Tony DeNunzio CBE as a Director.
8. To re-elect Andrea Gisle Joosen as a Director.
9. To re-elect Lord Livingston of Parkhead as a Director.
Notes to help you complete this form are in the Notice of AGM.
You should read these carefully before completing this form.
For
Against Withheld
10. To re-elect Fiona McBain as a Director.
11. To re-elect Gerry Murphy as a Director.
12. To reappoint Deloitte LLP as auditor of the Company.
13. Authority for the Directors to determine the
auditor's remuneration.
14. Authority to make political donations
not exceeding £25,000 in total.
15. Authority to allot shares.
Special Resolutions
16. Power to dis-apply pre-emption rights.
17. Authority for the Company to purchase its own shares.
18. Authority to call general meetings at short notice.
For
Against Withheld
Please mark this box
change of address or other queries. Please send separate instruction.
if signing on behalf of the shareholder as power of attorney, receiver or third party. This card should not be used for comments,

Signature Date 3526-0063

NOTES

  • In the interests of health and safety, the directors recommend that shareholders do not attend the AGM in person. No catering or refreshments will be available.
  • It is possible that changes to UK Government guidance will require a change to the date, time or location of the meeting and if this happens an announcement will be made on the Company's website www.dixonscarphone.com as soon as possible.
  • Cameras, recording equipment and other items which might interfere with the good order of the AGM will not be permitted.

BY RAIL

Nearest Station is Paddington. Approximately 10 minutes drive from venue and taxis are available outside the station.

BY BUS

Bus routes 70 and 74 go past the venue.

UNDERGROUND

Nearest stations are Gloucester Road & South Kensington (both on Circle, District and Piccadilly lines). Approximately five minutes walk from venue.

NOTES FOR COMPLETION OF FORM OF PROXY

    1. The Notice of AGM provides further guidance on completion of the form of proxy.
    1. Shareholders are entitled to appoint another person to attend the AGM and vote on their behalf using the form of proxy. The proxy need not be a shareholder. You may still attend the AGM and vote even if you return the form of proxy. If you wish to appoint more than one proxy, please refer to the detailed instructions in the Notice of AGM.
    1. If you do not indicate how you wish your proxy to vote, the proxy will be entitled to exercise discretion as to how and whether to vote on any resolution.
    1. In order to be valid, this form of proxy must be received by Equiniti by no later than 9.30am on Monday 13 September 2021.
    1. If you wish to vote via the internet, you can do so at www.sharevote.co.uk. You will require the Voting ID, Task ID and Shareholder Reference Number shown on the form of proxy.
    1. CREST members who wish to utilise the CREST proxy appointment service may do so by following the procedures described in the CREST manual and the Notice of AGM.

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