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Domino's Pizza Group PLC

AGM Information Dec 14, 2017

5314_agm-r_2017-12-14_14c6152a-e27d-41a6-9ada-fdcd4e8c7cc4.pdf

AGM Information

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Notice of Availability – IMPORTANT, PLEASE READ CAREFULLY. You can submit your proxy online at www.sharevote.co.uk http://investors.dominos.co.uk under the Shareholder Information page. You can now access the Circular and Notice of General Meeting at

11 January 2018 at 10:00 a.m., please bring this Attendance Card with you and present it at 1 Thornbury, West Ashland, Milton Keynes, Buckinghamshire MK6 4BB, United Kingdom on

been properly appointed as a corporate representative to gain entry to the General Meeting. shareholder that is a corporation, you will need to show the registrar evidence that you have attend and vote at the General Meeting. If you are attending as a representative of a If you plan to attend the General Meeting, to be held at the Company's registered office at

the Company registrar's desk on arrival. This Attendance Card is evidence of your right to

Before completing this form, please read the explanatory notes overleaf.

Buckinghamshire MK6 4BB, United Kingdom, on 11 January 2018 at 10:00 a.m.

Domino's Pizza Group plc (the "Company")

You can submit your proxy form electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number provided above.

General Meeting of the Company to be held at the Company's registered office at 1 Thornbury, West Ashland, Milton Keynes,

Form of Proxy

Voting ID Task ID Shareholder Reference Number

I/We being (a) member(s) of the Company appoint the Chairman of the meeting or the following person (see note 3)

NAME OF NUMBER OF MULTIPLE
PROXY SHARES PROXIES
(see note 4)

as my/our proxy to attend, speak and vote on my/our behalf at the General Meeting of the Company to be held at the Company's registered office at 1 Thornbury, West Ashland, Milton Keynes, Buckinghamshire MK6 4BB, United Kingdom, on 11 January 2018 at 10:00 a.m. and at any adjournment of the meeting.

I/We direct my/our proxy to vote on the following resolution as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting.

Please tick this box if you intend to attend the General Meeting

If you cannot attend the General Meeting but would like to raise a question relating to the business of the General Meeting, please provide brief details.

Ordinary Resolution (see note 5)

1 To:

  • (a) approve the acquisition by the Company of an additional 44.3% of the share capital of Pizza Pizza ehf;
  • (b) approve the entry into by the Company of a deed to amend and restate the Original Consultancy Agreement; and
  • (c) approve the entry into by the Company of a deed to amend and restate the Shareholders Agreement.

For Against Vote withheld

Explanatory notes for completing your Proxy Form

    1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
    1. Appointment of a proxy does not preclude you from attending the meeting and voting in person.
    1. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this form of proxy with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions.
    1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to the same share. To appoint more than one proxy, (an) additional form(s) of proxy may be obtained by contacting the registrar's helpline on 0371 384 2895 (from the UK) or you may photocopy this form. Overseas holders should contact +44 (0)121 415 0926. Lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday. 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. 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 should be returned together.
    1. To direct your proxy how to vote on the resolution mark the appropriate box with an 'X'. To abstain from voting on the resolution, select the "Vote withheld" box. 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. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
    1. To appoint a proxy using this form, the form must be:
  • f completed and signed;
  • f sent or delivered to Equiniti Limited in accordance with the reply paid details or alternatively to Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; and
  • f received by Equiniti Limited not less than 48 hours before the time of the General meeting (i.e. by 10:00 a.m. on 9 January 2018) or of any adjournment of the General Meeting.
    1. In the case of a member which is a company, this form of proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
    1. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the form of proxy.
    1. As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically by visiting www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number (this is the series of numbers printed under your name on this Form of Proxy). Alternatively, if you have already registered with Equiniti Limited's online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. Full instructions are given on both websites. To be valid, your proxy appointment(s) and instructions should reach Equiniti Limited not less than 48 hours before the time of the General meeting (i.e. by 10:00 a.m. on 9 January 2018) or of any adjournment of the General Meeting.
    1. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent, Equiniti Limited (ID: RA19), not less than 48 hours before the time of the General meeting (i.e. by 10:00 a.m. on 9 January 2018) or of any adjournment of the General Meeting. See the notes to the notice of meeting for further information on proxy appointment through CREST.
    1. In the event that a member is a joint holder and the joint holder purports to appoint a proxy, only the appointment submitted by the member whose name appears first on the register will be accepted.
    1. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
    1. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of the General Meeting.
    1. You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.
    1. The Chairman will propose that voting on the resolution at the General Meeting will be conducted by poll vote rather than by a show of hands, ensuring that every vote is recognised and giving a more accurate reflection of the views of members. The relevant procedures will be explained at the General Meeting.
    1. To be entitled to attend and vote at the General Meeting (and for the purpose of determining the number of votes that may be cast) shareholders must be entered on the register of members at 6:30 p.m. on 9 January 2018 (or in the event of an adjournment at 6:30 p.m. on the date which is two days before the date of the adjourned meeting).
    1. Full details of the resolution to be proposed at the General Meeting are set out in the Notice of General Meeting dated 14 December 2017.

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Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING

BN99 8LU

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