DFS FURNITURE PLC

Proxy Solicitation & Information Statement • Jun 30, 2019

DFS Furniture plc

Form of proxy

Voting ID:		Task ID:	Shareholder Reference Number:
		If you will not be attending the Annual General Meeting please complete and return this Proxy Form.
		Alternatively, you can submit your vote online at www.sharevote.co.uk (see Notes) using the above numbers.
		I/We, the undersigned, being a shareholder of DFS Furniture plc, hereby appoint the Chair of the meeting or
		(NOTE 1) regarding			shares (NOTE 2)
		as my/our proxy to vote for me/us at the Annual General Meeting of the Company to be held at 2.30pm on 14 November 2019 at DFS Group Support Centre, 1 Rockingham Way, Redhouse Interchange, Adwick-le-Street, Doncaster, DN6 7NA and at any adjournment thereof.
	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	x
	Resolutions		For	Against	Vote withheld
1.	To adopt the Annual Report.
2.	To declare a final dividend.
3.		To approve the Annual Remuneration Report section of the Directors' remuneration report.
4.	To re-elect Tim Stacey as a Director.
5.	To elect Mike Schmidt as a Director.
6.	To re-elect Ian Durant as a Director.
7.	To re- elect Alison Hutchinson as a Director.
8.	To elect Jo Boydell as a Director.
9.	To elect Steve Johnson 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.	days' notice.	Authority to call a general meeting (other than an annual general meeting) on not less than 14 clear

Signature: Date:

This card should not be used for any comments, change of address, or other queries. Please send separate instructions.

Notes

• 1. A member entitled to attend and 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.
• 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 proxy form(s) 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 Registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible and no later than 2.30pm on 12 November 2019. In the case of a corporation, the proxy form(s) 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.sharevote.co.uk. If you wish, you may register the appointment of a proxy for this meeting electronically, by visiting the website www.sharevote.co.uk and following the onscreen instructions. You will need your Voting ID, Task ID and Shareholder Reference Number shown on this form of proxy.
• 1. The "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 2019 shall be entitled to attend and 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 2019 shall be disregarded in determining the rights of any person to attend or vote at the meeting.
• 1. In the case of joint registered holders, the signature of one holder on a proxy form 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 2019, 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. Returning this form of proxy will not prevent a registered member from attending the meeting and voting in person.