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Kingfisher PLC AGM Information 2016

Apr 29, 2016

4675_agm-r_2016-04-29_ef20c1aa-4b74-4bb5-8cf2-764cc36e727e.pdf

AGM Information

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MR SAM SAMPLE
DESIGNATION (IF ANY)
MR JOINT HOLDER 1
ADD1
ADD2
ADD3
ADD4

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Attendance Card

Additional Holders: Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

You are invited to attend the Annual General Meeting of Kingfi sher plc to be held at Farmers' and Fletchers' Hall, 3 Cloth St, London EC1A 7LD on 15 June 2016 at 2.00 pm.

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Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 15 June 2016

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To be effective, all proxy appointments must be lodged with the Company's registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 13 June 2016 at 2.00 pm.

Explanatory Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holders name (see reverse) 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 (or if this form has been used in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 702 0129 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) 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 in the same envelope. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.
  • 3. In the absence of any voting instructions, your proxy may vote or refrain from voting as he thinks fi t on the specifi ed resolutions or on any other business (including amendments to resolutions) which may properly come before the meeting.
  • 4. The 'Vote Withheld' option overleaf is provided to enable you to refrain from voting on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

This document should be read in conjunction with the separate Notice of AGM. All Named Holders This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. Kingfisher plc and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

  • 5. Pursuant to regulation 41 of the Uncertifi cated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.00 pm on 13 June 2016. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
  • 6. 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 3RA50) not later than 2.00 pm on 13 June 2016. 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 Uncertifi cated Securities Regulations 2001.
  • 7. Set out above is how your address appears on the Register of Members. If this information is incorrect please telephone the Registrar's helpline on 0370 702 0129 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 8. Any alterations made to this form should be initialled.
  • 9. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

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I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of KINGFISHER PLC to be held at Farmers' and Fletchers' Hall, 3 Cloth St, London EC1A 7LD on 15 June 2016 at 2.00 pm, and at any adjourned meeting.

* For the appointment of more than one proxy or to appoint a proxy for less than your full voting entitlement, please refer to Explanatory Notes 1 and 2 overleaf. Please mark here if this proxy appointment is one of multiple appointments being made.

*

Please use a black pen. Mark with an X X
inside the box as shown in this example.
Ordinary Resolutions For Vote
Against Withheld
1. THAT the Company's annual accounts for the
fi nancial year ended 31 January 2016 together with
the directors' reports and auditor's report on those
accounts be received.
2. THAT the Directors' Remuneration Report for the year
ended 31 January 2016 be received and approved.
3. THAT the proposed new Directors' Remuneration Policy
be adopted.
4. THAT the Kingfi sher Alignment Shares and
Transformation Incentive Plan be approved.
5. THAT a fi nal dividend of 6.92 pence per ordinary share
be declared for payment on 20 June 2016.
6. THAT Daniel Bernard be re-appointed as a director of
the Company.
7. THAT Andrew Bonfi eld be re-appointed as a director
of the Company.
8. THAT Pascal Cagni be re-appointed as a director of
the Company.
9. THAT Clare Chapman be re-appointed as a director of
the Company.
10. THAT Anders Dahlvig be re-appointed as a director of
the Company.
11. THAT Véronique Laury be re-appointed as a director
of the Company.
12. THAT Mark Seligman be re-appointed as a director of
the Company.
For Vote
Against Withheld
13. THAT Karen Witts be re-appointed as a director of
the Company.
14. THAT Rakhi (Parekh) Goss-Custard be appointed as
a director of the Company.
15. THAT Deloitte LLP be re-appointed as auditor of
the Company.
16. THAT the Audit Committee of the Board be authorised
to determine the remuneration of the auditor.
17. THAT the Company be authorised to make political
donations.
18. THAT the Company be authorised to allot new shares.
Special Resolutions
19. THAT the Company be authorised to disapply pre
emption rights.
20. THAT the Company be authorised to purchase its own
shares.
21. THAT a general meeting other than an annual general
meeting may be called on not less than 14 clear
days notice.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date

/ /

Signature
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This form must be signed and dated by the shareholder or his attorney duly authorised in writing. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members. If the shareholder is a company, it may execute by the signature(s) of a duly authorised offi cer or attorney.

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