Domino's Pizza Group PLC — Proxy Solicitation & Information Statement 2017

Mar 20, 2017

Domino's

Proxy Form

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

Annual General Meeting of the Company to be held at 1 Thornbury, West Ashland, Milton Keynes MK6 4BB on Thursday 20 April 2017 at 12:00 noon.

Voting ID

Task ID

Shareholder reference number

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

You can submit your Proxy Form electronically at www.sharevote.co.uk using the ID and reference numbers provided above.

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

NAME OF PROXY

NUMBER OF SHARES

MULTIPLE PROKIES (see note 4)

as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held on Thursday 20 April 2017 at 12:00 noon and at any adjournment of the Meeting.

I/We direct my/our proxy to vote on the following resolutions 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 Annual General Meeting ☐

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

Resolutions (see note 5)	For	Agency	Note
1. To adopt the Company's Annual Report and financial statements for the financial year ended 25 December 2016.	☐	☐	☐
2. Re-appointment of the auditor.	☐	☐	☐
3. To authorise the Audit Committee to agree the remuneration of the auditor.	☐	☐	☐
4. To declare a final dividend of 4.5p per Ordinary share in respect of the year ended 25 December 2016.	☐	☐	☐
5. Re-election of Stephen Hemsley.	☐	☐	☐
6. Re-election of Colin Halpern.	☐	☐	☐
7. Re-election of David Wild.	☐	☐	☐
8. Re-election of Kevin Higgins.	☐	☐	☐
9. Re-election of Ebbe Jacobsen.	☐	☐	☐
10. Re-election of Helen Keays.	☐	☐	☐
Signature			Date

1. Re-election of Steve Barber. ☐ ☐
2. Election of Rachel Osborne. ☐ ☐
3. To approve the Directors' remuneration report ☐ ☐
4. Authority to allot shares. ☐ ☐
5. Political donations. ☐ ☐
6. Authority to dis-apply pre-emption rights*. ☐ ☐
7. Authority to dis-apply pre-emption rights (additional authority)*. ☐ ☐
8. To authorise the Company to purchase its own shares*. ☐ ☐

9. To reduce notice of general meetings (other than an Annual General Meeting)* to 14 clear days.

10. Special resolution.

Domino's

Annual General Meeting

Attendance Card

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Domino's

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.

2. Appointment of a proxy does not preclude you from attending the Meeting and voting in person.

3. 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 Proxy Form 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 directly.

4. 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 any one share. To appoint more than one proxy, (an) additional Proxy Form(s) may be obtained by contacting the registrars' helpline on 0371 384 2895 or you may photocopy this form. Overseas holders should contact +44 (0)121 415 0926. Lines are open from 8:30a.m. to 5:30p.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.

5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant '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.

6. To appoint a proxy using this form, the form must be:

7. completed and signed;
8. sent or delivered to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; and

9. received by Equiniti no later than 12:00 noon on Tuesday 18 April 2017.

10. In the case of a member which is a company, this Proxy Form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

11. 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 Proxy Form.

12. 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 Proxy Form). Alternatively, if you have already registered with Equiniti Limited's online portfolio service, Shareview, you can submit your Proxy Form 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 no later than 12:00 noon on 18 April 2017.

13. 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), by 12:00 noon on 18 April 2017. See the notes to the Notice of Meeting for further information on proxy appointment through CREST.

14. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

15. 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.

16. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the Notice of the Annual General Meeting.

17. You may not use any electronic address provided in this Proxy Form to communicate with the Company for any purposes other than those expressly stated.