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Domino's Pizza Group PLC

Proxy Solicitation & Information Statement Dec 26, 2010

5314_agm-r_2010-12-26_390e73f3-b31f-4fc3-aa79-bd24f8ef40da.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD

Domino's Pizza UK & IRL plc - ANNUAL GENERAL MEETING

Notes

    1. To appoint as a proxy a person other than the Chairman of the meeting insert the full name in the space provided. A proxy need not be a member of the Company.
    1. You are entitled to appoint more than one proxy, provided that each proxy is appointed to exercise rights attached to any one share. 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.
    1. Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting.
    1. The Form of Proxy below must arrive at Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU during usual business hours accompanied by any Power of Attorney under which it is executed (if applicable) no later than 1.00pm on Monday, 28 March 2011.
    1. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney.
    1. In the case of joint holders, any one holder may sign this form. If more than one proxy form is received in respect of a joint holding, only the vote of the senior will be accepted, seniority being determined by the order in which the names appear on the register.
    1. The Form of Proxy is for use in respect of the shareholder account specified above only and should not be amended or submitted in respect of a different account.
    1. The 'Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution.
    1. Shares held in uncertified form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual www.euroclear.com/CREST.

To be held at: The Training Centre, Unit B, Kingston Centre, Winchester Circle, Kingston, Milton Keynes, MK10 0BA at 1.00pm on Wednesday 30 March 2011.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of person attending Barcode:

FORM OF PROXY Domino's Pizza UK & IRL plc - ANNUAL GENERAL MEETING

Bar Code:

Investor Code:

Event Code: I/We being a member/members of the Company hereby appoint the Chairman of the meeting or (see note 1 above) Name of proxy Number of shares proxies appointed over

as my/our proxy to attend, speak and vote on my/our behalf as indicated in the boxes below at the Annual General Meeting of the Company to be held at 1.00pm on Wednesday 30 March 2011 and at any adjournment thereof. If no indication is given, I/we authorise my/our proxy to vote, or abstain from voting at their discretion on the resolutions or on any other business (including amendments to resolutions ) which may come before the AGM. If you wish to appoint multiple proxies please see note 2 above. I have indicated with a ' ' how I/we wish my/our votes to be cast on the following resolutions: Please also tick here if you are appointing more than one proxy.

Please mark ' ' to indicate
RESOLUTIONS
how you wish to vote
Vote Withheld
Against
For
Please mark ' ' to indicate
RESOLUTIONS
how you wish to vote
Vote Withheld
Against
For
1 To receive and adopt the Company's audited accounts and
financial statements for the year ended 26 December 2010
10 To re-elect John Hodson as a director of the Company.
together with the Directors' Report and Auditors' Report. 11 To re-elect Michael Shallow as a director of the Company.
2 To re-appoint Ernst & Young LLP as auditors of the Company
until the conclusion of the next annual general meeting at which
12 To re-elect Peter Klauber as a director of the Company.
the accounts are to be laid before the Company. 13 To elect Lance Batchelor as a director of the Company.
3 To authorise the Audit Committee of the board of directors to
agree the remuneration of the Company's auditors.
14 To approve the Directors' Remuneration Report for the year
ended 26 December 2010.
4 To declare payable the final dividend for the year ended 26
December 2010 of 5.70 pence per ordinary share on 31 March
2011 to ordinary shareholders whose names appear on the
register of members at close of business on 25 February 2011.
15 To grant the Directors authority under section 551 of The
Companies Act 2006 ("2006 Act") to allot ordinary shares.
SPECIAL RESOLUTIONS
5 To re-elect Stephen Hemsley as a director of the Company. 16 To disapply pre-emption rights under sections 570 and 573 of
the 2006 Act.
6 To re-elect Colin Halpern as a director of the Company. 17 To grant the Company authority under section 701 of the 2006
7 To re-elect Chris Moore as a director of the Company. Act to purchase its own ordinary shares.
8 To re-elect Lee Ginsberg as a director of the Company. 18 To allow extraordinary general meetings of the Company to be
called by 14 clear days' notice.
9 To re-elect Nigel Wray as a director of the Company.

Signature Date

70296 Dominos Pizza proxy.indd 1 22/2/11 09:21:54
Job No 70296 Job name Dominos Pizza proxy Date started 03.02.11 Started by Tammy
Previous job no 67850 Date amend
ed
22.02.11 Amend
ed by
ann
a
Proof No 5
Template name Capita Proxy Size 210x297 Colours Black
Saved in Proxy A/c hand
ler
Vian
Luu
Client's name V edghill

Business Reply Licence Number RSBH-UXKS-LRBC

PXS 34 Beckenham Road Beckenham BR3 4TU

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