Kingfisher PLC — AGM Information 2020

Jul 24, 2020

Company Number: 01664812

THE COMPANIES ACT 2006

Kingfisher plc (the 'Company')

At the Annual General Meeting of the Company duly convened and held electronically. in accordance with the Articles of Association from 3 Sheldon Square, Paddington, London W2 6PX on Friday 24 July 2020, the following, the following special resolutions were passed:

ORDINARY RESOLUTION

Resolution 14

THAT

(A) the directors be generally and unconditionally authorised, pursuant to section 551 of the Act, to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company:

i. up to an aggregate nominal amount of £110,500,333; and

ii. comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £221,000,666 (including within such limit any shares issued or rights granted under paragraph i) above) in connection with an offer by way of a rights issue.

• a. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• b. to holders of other equity securities as required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities.

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

Such authority shall apply (unless previously renewed, varied or revoked by the Company in general meeting) until the conclusion of the next AGM of the Company (or if earlier, until the close of business on 24 October 2021);

(B) subject to paragraph (C), all existing authorities given to the directors pursuant to section 551 of the Act be revoked by this Resolution; and

(C) paragraph (B) shall be without prejudice to the continuing authority of the directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

SPECIAL RESOLUTIONS

Resolution 15

THAT if Resolution 14 is passed, the Board be authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to:

• (A) allotments for rights issues and other pre-emptive issues; and
• (B) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of £16,575,049.

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 24 October 2021) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 16

THAT if Resolution 14 is passed, the Board be authorised in addition to any authority granted under Resolution 15 to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:

• (C) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £16,575,049; and
• (D) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre- Emption Group prior to the date of this Notice of AGM.

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 24 October 2021 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 17

THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 15⁵⁷ pence each in the capital of the Company provided that:

• i. the maximum number of ordinary shares that may be purchased under this authority is 211.012.730, being just under 10% of the Company's issued share capital as at 19 June 2020;
• the minimum price (exclusive of all expenses) which may be paid for an ordinary ii. share is 155/7 pence and the maximum price (exclusive of expenses) which may be paid for an ordinary share is that stipulated by the Listing Rules from time to time in force published by the Financial Conduct Authority;
• iii. this authority shall expire at the conclusion of the next AGM (or, if earlier, the close of business on 24 October 2021); and
• iv: a contract to purchase ordinary shares under this authority may be made prior to the expiry of this authority, and concluded in whole or in part after the expiry of this authority.

Resolution 18

THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

$\overline{\phantom{a}}$ . . . . . . . . . . . . . . . . . Paul Moore

Group Company Secretary

Date: 24 July 2020

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