THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from a stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Kingfisher plc, please forward this notice, together with the accompanying documents but not the personalised proxy form, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Dear Shareholder

The 2021 Annual General Meeting (the 'AGM') of Kingfisher plc (the 'company'), will be held electronically and at The Royal College of Physicians, 11 St Andrews Place, London NW1 4LE on Wednesday, 30 June 2021 at 2:00pm.

Important – AGM arrangements

The company is continuing to monitor public health guidance and legislation issued by the UK Government. We have prepared for this AGM based on the anticipated status of the UK Government's Roadmap out of Lockdown at the date of the meeting notwithstanding, that at the date of publication, the UK Government has not yet lifted restrictions on public gatherings and non-essential travel.

We consider the AGM to be an important event in our calendar and a significant opportunity to engage with our shareholders. Considering the continued unpredictability of UK Government guidance due to the Covid-19 pandemic, the 2021 AGM will be held in the first instance as an electronic meeting which will enable our shareholders to participate and attend in the safest manner possible, without leaving their homes. We expect attendance in person to be possible, but the Board and I strongly encourage you to make full use of the electronic meeting facilities available to you. These facilities have been enhanced since our 2020 AGM. Shareholders will be able to view myself, our CEO, CFO, and Company Secretary conduct the business of the meeting via a live videocast and to ask questions in real time. This can be done by accessing the online AGM platform, https://web.lumiagm.com. All other directors will attend electronically, as we would urge you to do.

Full details of how to participate are set out on page 8.

Covid-safe measures that will be in place on the day The Board has agreed the following Covid-safe measures to be observed at the place of meeting:

1 Guests will not be permitted entrance to the meeting.
2 Face masks to always be worn except and only for as long as, an attendee is addressing the meeting.
3 Attendees will always observe 2 metres social distance between themselves and any other attendee.
4 Shareholders or proxies will vote via their own personal device and will need to ensure they can access the online AGM platform, https://web.lumiagm.com, during the meeting. Electronic voting handsets and poll cards will not be provided on the day.
5 There will be no circulation of shareholders or directors before or after the meeting.
6 Refreshments will not be served before or after the meeting.

Voting at the AGM

Shareholders are strongly encouraged to submit a proxy vote in advance of the AGM. You can submit your proxy vote online or by returning the proxy form posted to you. Given the current uncertainty regarding attendance, we would urge shareholders to appoint the Chair of the Meeting as their proxy rather than a named person who we would also strongly discourage from attending in person. Shareholders who participate in the AGM electronically or in person will be able to vote in real time. All voting on the day will be via the dedicated online AGM platform, https://web.lumiagm.com. The Board do not think it prudent in the current Covid-19 climate to provide electronic voting handsets or poll cards to any shareholder or proxy who attends this AGM in person. All attendees need to ensure they can access the online AGM platform, https://web.lumiagm.com during the meeting.

Further information on how to vote by proxy and the applicable deadlines are on pages 6 and 7. The results of the voting on the AGM resolutions will be announced to the London Stock Exchange shortly after the meeting and also published on our website.

Business of the meeting

All resolutions this year are standard matters that are dealt with as a matter of course at every AGM. Explanatory notes on all the other business to be considered at this year's AGM appear on pages 4 and 5. If you would like to pose a question, you can do so in advance by email to [email protected]. Please submit your questions by 10pm on Monday, 28 June 2021. Questions can also be asked during the meeting via the Lumi AGM platform or via telephone. This is explained further on page 9,

Dividend

In line with the company's Full Year Results published on 22 March 2022 the Board is pleased to resume dividend payments. The Board has proposed a total dividend of 8.25 pence per share for the financial year 2020/21 comprising an interim dividend of 2.75 pence per share in respect of the six months ended 31 July 2020 and a final dividend of 5.50 pence per share. The final dividend is subject to the approval of shareholders and is proposed as Resolution 3 in this Notice of AGM. If approved, the final dividend will be paid alongside the interim dividend on 5 July 2021 to shareholders on the register at close of business on 4 June 2021.

Directors' recommendation

The Board are of the opinion that all resolutions which are to be put to the 2021 AGM are in the best interests of its shareholders as a whole and, accordingly, unanimously recommend that they vote in favour of all the resolutions as the directors intend to do in respect of their own shareholdings. The directors and I thank you for your continued support during these difficult times.

Yours faithfully,

Andrew Cosslett Chair of the Board 9 April 2021

NOTICE is hereby given that this year's AGM will be held electronically and at The Royal College of Physicians, 11 St Andrews Place, London NW1 4LE on Wednesday, 30 June 2021 at 2:00pm to transact the following business.

Resolutions 1 to 16 will be proposed as ordinary resolutions and resolutions 17 to 20 will be proposed as special resolutions. Voting on all resolutions will be by way of a poll. In this document (the 'Notice of AGM'), all references to the Act are to the Companies Act 2006.

Resolution 1

THAT the company's annual accounts for the financial year ended 31 January 2021 together with the Strategic report, the Directors' report, and Independent Auditor's report on those accounts (the 'Annual Report and Accounts') be received.

Resolution 2

THAT the Directors' Remuneration Report (excluding that part containing the Directors' Remuneration Policy) (the 'DRR') set out on pages 82 to 107 of the Annual Report and Accounts be received and approved.

Resolution 3

THAT a final dividend of 5.50 pence per ordinary share be declared for payment on 5 July 2021 to those shareholders on the register at the close of business on 4 June 2021.

Resolution 4

THAT Catherine Bradley be elected as a director of the company with effect from the end of the meeting

Resolution 5

THAT Tony Buffin be elected as a director of the company with effect from the end of the meeting

Resolution 6

THAT Claudia Arney be re-elected as a director of the company with effect from the end of the meeting.

Resolution 7

THAT Bernard Bot be re-elected as a director of the company with effect from the end of the meeting.

Resolution 8

THAT Jeff Carr be re-elected as a director of the company with effect from the end of the meeting.

Resolution 9

THAT Andrew Cosslett be re-elected as a director of the company with effect from the end of the meeting.

Resolution 10

THAT Thierry Garnier be re-elected as a director of the company with effect from the end of the meeting.

Resolution 11

THAT Sophie Gasperment be re-elected as a director of the company with effect from the end of the meeting.

Resolution 12

THAT Rakhi Goss-Custard be re-elected as a director of the company with effect from the end of the meeting.

Resolution 13

THAT Deloitte LLP be re-elected as auditor of the company to hold office until the conclusion of the next general meeting at which accounts are laid before the company.

Resolution 14

THAT the Audit Committee be authorised to determine the remuneration of the auditor.

Resolution 15

THAT in accordance with section 366 of the Act, the company and its subsidiaries are hereby authorised, at any time during the period for which this resolution has effect, to:

i. make political donations to political parties, political organisations other than political parties and/or independent election candidates not exceeding £75,000 in total; and
ii. incur political expenditure not exceeding £75,000 in total, provided that the aggregate amount of any such donations and provided that in each case expenditure shall not exceed £75,000 during the period from the date of this Resolution until the end of the next AGM of the company or, if earlier, until the close of business on 30 September 2022

For the purpose of this Resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 to 365 of the Act.

Resolution 16

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 £110,558,205; and
ii. comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £221,116,410 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 end of the next AGM of the company (or if earlier, until the close of business on 30 September 2022):

(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.

Resolution 17

THAT if Resolution 16 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 £16,583,730,

such authority to expire at the end of the next AGM of the company (or, if earlier, at the close of business on 30 September 2022 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 18

THAT if Resolution 16 is passed, the Board be authorised in addition to any authority granted under Resolution 17 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:

(A) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £16,583,730; and
(B) 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,

Resolution 19

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 15 5/7 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 211,123,243 being just under 10% of the company's issued share capital as at 29 March 2021
ii. the minimum price (exclusive of all expenses) which may be paid for an ordinary share is 15 5/7 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 end of the next AGM of the company (or, if earlier, the close of business on 30 September 2022); 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 20

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

By order of the Board

Paul Moore

Company Secretary

9 April 2021

Registered office: 3 Sheldon Square, Paddington, London W2 6PX Registered in England. Company Number: 01664812

Explanatory notes to the resolutions

Resolutions 1 to 16 will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 17 to 20 will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Resolution 1 – Receipt of the Annual Report and Accounts

The directors must lay before the shareholders the accounts of the company for the financial year ended 31 January 2021, the Strategic report, the Directors' report and the Independent Auditor's report on those accounts and on those parts of the Directors' Remuneration Report which have been audited.

Resolution 2 – Approval of the Directors' Remuneration Report

Resolution 2 seeks approval of the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy), which is set out in full on pages 82 to 107 of the Annual Report and Accounts.

Resolution 2 is an advisory resolution and does not affect the future remuneration paid to any director.

Resolution 3 – Authorisation to pay a final dividend

Shareholders must approve the final dividend payable for each ordinary share held and the proposal recommended by the directors in this Resolution is 5.50 pence for each ordinary share. This is in addition to an interim dividend of 2.75 pence for each ordinary share in respect of the six months ended 31 July 2020 which together, would be paid on 5 July 2021 to shareholders on the register at close of business on 4 June 2021, making a total of 8.25 pence for the 2020/21 financial year for each ordinary share.

Resolution 4 and 5 – Election of directors

Catherine Bradley and Tony Buffin, whose respective appointments as non-executive directors were announced by the Board on 8 October 2020 and 30 June 2020, each now stand for election by shareholders in accordance with the company's articles of association ('the Articles'). Their biographies are set out in Appendix 1 to this Notice of AGM and on pages 52 and 53 of the Annual Report and Accounts. They are also available on our website.

The Board is of the view, that:

Catherine Bradley's substantial expertise in the fields of finance and risk gained through an esteemed career in investment banking, together with her significant experience in corporate governance are of great value to the Board. The Board consider that the information set out here, and which was included in the announcement confirming her appointment, is sufficient to enable our shareholders to make an informed decision in respect of the election of Catherine Bradley.

Tony Buffin's wealth and broad range of retail skills, particularly those gained in the home improvement and digital retail markets, together with his significant expertise in finance and transformation are of great value to the Board. The Board consider that the information set out here, and which was included in the announcement confirming his appointment, is sufficient to enable our shareholders to make an informed decision in respect of the election of Tony Buffin.

conducted during the year and discussed in more detail in the Annual Report and Accounts.

Each of the non-executive directors has given an assurance to the Board that they remain committed to their role as a director and will ensure that they devote sufficient time to their duties, including attendance at Board and Committee meetings.

Resolutions 6 to 12 – Re-election of directors

The Board, led by the Chair of the Board, has considered each of the directors' skills and commitment and has concluded that each of them makes positive and effective contributions to the meetings of the Board and the Committees on which they sit. This view was supported by feedback received following the completion of the internal board effectiveness evaluation

The Board is content that each non-executive director standing for re-election is independent in character and there are no relationships or circumstances likely to affect their character or judgment.

The Board is satisfied that their respective skills complement each other to enhance the overall operation of the Board and continue to be important to the company's long-term sustainable success and in supporting management to deliver the 'Powered by Kingfisher' strategy. As such, the Board unanimously recommends their re-election.

In support of the Code requirement for the Board to set out the reasons why it believes that the non-executive directors standing for re-election should be re-elected, biographies of each of the directors are provided in Appendix 1 to this Notice of AGM, on pages 52 and 53 of the Annual Report and Accounts, and are also available on the company's website: www.kingfisher.com.

The directors believe this information is sufficient to enable shareholders to make an informed decision about each of the director's re-election.

Resolutions 13 and 14 – Re-appointment of the auditor and auditor's remuneration

The auditor of a company must be re-appointed at each general meeting at which accounts are laid. Resolution 13 proposes the re-appointment of the company's existing auditor, Deloitte LLP (who has been in office since the 2009/10 financial year) until the next general meeting at which accounts are presented.

Resolution 14 is a separate resolution which proposes to grant authority to the Audit Committee to determine the auditor's remuneration.

Resolution 15 – Political donations and expenditure

The company does not intend to change its current practice of not making donations to political parties in the European Union (EU). However, the Political Parties, Elections and Referendums Act 2000 (PPERA) and the Act contain restrictions on companies making donations or incurring expenditure in relation to EU political parties, other political organisations, or independent election candidates. The PPERA and Part 14 of the Act define political parties, other political organisations, and independent election candidates very widely and, as a result, it is possible that they may include, for example, donations to bodies concerned with policy review and law reform, the representation of the business community or sections of it, or the representation of other communities or special interest groups which it is in the shareholders' interest for the company to support. Amongst other things, the PPERA and the Act prohibit the company and its subsidiaries from making donations or incurring expenditure in relation to political parties, other

The Board unanimously recommends their elections.

political organisations or independent candidates in excess of an aggregate of £5,000 in any 12-month period, unless such donations or expenditure have been authorised by the company's shareholders. The company is therefore seeking authority under this Resolution to make donations or incur expenditure of up to £75,000 in aggregate in order to prevent an inadvertent breach of the PPERA and the Act. Any donations made or expenditure which may be incurred under authority of this resolution will be disclosed in next year's Annual Report.

Resolution 16 – Authority to allot new shares

(Paragraph i) of this Resolution would provide the directors with authority to allot ordinary shares up to an aggregate nominal amount equal to 110,558,205 (representing 703,744,147 ordinary shares of 15 5/7 pence each). This amount represents approximately 33.3% of the issued ordinary share capital of the company as at 29 March 2021, the latest practicable date prior to publication of this Notice of AGM.

In line with the most recent guidance on share capital management, issued by the Investment Association, paragraph ii) of this Resolution would give the directors the authority to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to 221,116,410 (representing 1,407,488,294 ordinary shares of 15 5/7 pence each), including within such limit the nominal amount of any shares issued under paragraph i) of this Resolution. This amount represents approximately 66.6% of the issued ordinary share capital of the company as at 29 March 2021, the latest practicable date prior to publication of this Notice of AGM.

The directors have no present intention to exercise either of the authorities sought under this Resolution, except, under paragraph i), to satisfy options under the company's share option schemes.

The authorities sought under this Resolution will expire on the earlier of 30 September 2022 or the conclusion of the 2022 AGM of the company.

As at the latest practicable date prior to the publication of this Notice of AGM, the company held no treasury shares.

Resolution 17 – Authority to disapply pre-emption rights

This Resolution would give the directors the authority to allot ordinary shares (or sell any ordinary shares which the company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

The directors have no present intention to avail of this authority, other than to satisfy options under the company's share option schemes.

This authority will expire on the earlier of 30 September 2022 or the conclusion of the AGM of the company to be held in 2022.

This Resolution has been drafted to align with the approach recommended by the Pre-Emption Group and its Statement of Principles.

Resolution 18 – Authority to disapply pre-emption rights for an additional five percent

This Resolution would give the directors the authority in addition to any authority granted under Resolution 17, to allot equity securities for cash under the authority given by that resolution and/or to sell ordinary shares held by the company as treasury

shares for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

The directors have no present intention to avail of this authority, however the Board considers that it is in the best interests of the company and its shareholders generally that the company should seek the maximum authorities permitted by the Preemption Principles and have the flexibility to raise capital quickly and easily in order to finance business opportunities when they arise in line with the company's strategy.

This authority will expire on the earlier of 30 September 2022 or the conclusion of the AGM of the company to be held in 2022.

This Resolution has been drafted to align with the approach recommended by the Pre-Emption Group and its Statement of Principles.

Resolution 19 – Purchase of own shares

This Resolution would give the company authority to purchase its own shares in the market, renewing the authority granted in previous years. As with previous authorities, the maximum number of shares purchased under this authority will not exceed 211,123,243 ordinary shares, representing 10% of the issued share capital of the company as at 29 March 2021, the latest practicable date prior to the publication of this Notice of AGM.

This authority shall expire on the earlier of 30 September 2022 or the conclusion of the 2022 AGM of the company.

The directors have no present intention to exercise the authorities sought under this Resolution.

When conducting purchases under this authority, the company will comply with the EU Market Abuse Regulations and the Financial Conduct Authority's Listing Rules.

The total number of options to subscribe for ordinary shares that were outstanding at 29 March 2021 (the latest practical date prior to the publication of this Notice of AGM) was 52,050,280 which represents 2.47% of the issued share capital at that date. If the authority to purchase shares was exercised in full, these options would represent 3.08% of the company's issued share capital.

Resolution 20 – Notice period for general meetings other than AGMs

Changes made to the Act by the Shareholders' Rights Regulations increased the notice period required for general meetings of the company to 21 clear days unless shareholders have approved a shorter notice period, which cannot be less than 14 clear days.

Until the Shareholders' Rights Regulations came into force in 2009, the company was able to call general meetings, other than an annual general meeting, on 14 clear days' notice without obtaining such shareholder approval. To enable the company to preserve the ability to call general meetings, other than an annual general meeting, on 14 clear days' notice, shareholders are asked to approve Resolution 20. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

In order to be able to call a general meeting on less than 21 clear days' notice, the company would make available a method of electronic voting to all shareholders for that meeting.

Further information about the AGM Entitlement to attend and vote

1 Only those members registered on the company's register of members at 10.00pm on Monday, 28 June 2021 (or in the event of any adjournment, 10.00pm on the date two days (excluding non-working days) before the time of the adjourned meeting) shall be entitled to attend electronically and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
2 In the case of joint holders, the vote of the senior joint holder who tenders a vote, whether electronically or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names of the holders stand in the register.

Website giving information regarding the AGM

3 Information regarding the AGM, including the information required by section 311A of the Act, is available at www.kingfisher.com.

Duly appointed proxies and corporate representatives

4 Please contact the company's Registrar before 2.00pm on Monday, 28 June 2021 on 0370 702 0129 for your unique SRN and PIN. Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England & Wales).

Appointment of proxies

5 To be valid, any proxy form or other instrument appointing a proxy must be received at the office of the Registrar no later than 2.00pm on Monday, 28 June 2021.
6 A member who is entitled to vote at the AGM may appoint more than one proxy to vote instead of him/her, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice of AGM. Given the current uncertainty regarding attendance, we would urge shareholders to appoint the Chair of the Board as their proxy (either online or by post) to vote in accordance with their instructions rather than a named person who we would strongly discourage from attending this AGM in person. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Registrar's helpline on 0370 702 0129.
7 The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in note 10 below) will not prevent a shareholder attending the AGM electronically or in person and voting themselves should they wish to do so.
8 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 a resolution. If no voting indication is given, your proxy will vote or abstain from voting at his/her discretion.

Electronic submission of proxy form

9 It is possible for you to submit your proxy votes online by logging on to www.investorcentre.co.uk/eproxy. Further information on this service can be found on your proxy form, or if you receive communications from us electronically, within your email broadcast.

Appointment of proxies through CREST

10 CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this AGM and any adjournment(s) of it by using the procedures described in the CREST Manual (available from https://www.euroclear.com/site/public/ EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID 3RA50) by 2.00 pm on Monday, 28 June 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
11 The company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Appointment of proxy by joint holders

12 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 (i.e. the first-named joint holder recorded in the company's share register) will be accepted.

Changing proxy instructions

13 To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact the Registrar's helpline on 0370 702 0129. 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.

Termination of proxy appointments

14 In order to revoke a proxy instruction, you will need to inform the company using one of the following methods:
by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
by sending an email with the subject header of "Kingfisher plc – Termination of Proxy Appointment" to: [email protected]. Please note that this email address can only be used for the termination of previously registered proxy appointments (any other instructions included in the email will not be actioned and will be ignored). In order for the termination to be effective, the email must include the security details from the Form of Proxy (Control Number and SRN). In order that we may contact you to verify the termination of the proxy appointment, please provide a contact telephone number and where possible, attach to the email a letter signed by the registered holder to enable the verification to be affected.

In either case, the revocation notice must be received by the company's Registrar, Computershare Investor Services PLC no later than 2.00pm on Monday, 28 June 2021. Appointment of a proxy does not preclude you from attending the AGM electronically and voting yourself. If you have appointed a proxy to attend the AGM electronically, your proxy appointment will automatically be terminated.

Nominated persons

15 Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM.

If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

16 The statement of the rights of shareholders in relation to the appointment of proxies in notes 5 and 6 above does not apply to Nominated Persons. The rights described in these Notes can only be exercised by shareholders of the company.

Corporate Representatives

17 A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all of its powers as a member provided that no more than one corporate representative exercises powers over the same share.

Questions at the AGM

18 Any member attending the meeting electronically or in person has the right to ask questions. The company must answer any question relating to the business being dealt with at the AGM, except in certain circumstances, including (i) if to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (ii) the answer has already been given on a website in the form of an answer to a question, or (iii) if it is undesirable in the interest of the company or the good order of the meeting that the question be answered.
19 At this AGM, shareholders may ask questions in writing either online via the Lumi AGM platform or in person by telephone or at the place of the meeting.
20 Questions may be submitted online at https://web.lumiagm.com from 1.00pm and via telephone from 2.00pm, on Wednesday, 30 June 2021. The Company Secretary will read online questions aloud before the Board provides an answer. Further information on how to ask a question at this AGM, including where to locate the telephone number for questions is on page 9 of this Notice of AGM.
21 Shareholders may also pose a question in advance by email to [email protected]. Answers to questions submitted by 10.00pm on Monday, 28 June 2021 will be published on the company's website.

Documents on display

22 As at the date of this Notice of AGM, the company's registered office is closed in line with UK Government regulations. Copies of the executive directors' service contracts and the non-executive directors' letters of appointment will be available to members for inspection on request. Requests should be sent by email to [email protected] or may be made in person at the place of meeting.
23 The company's current Articles are available to view at www.kingfisher.com.

Issued Shares and Total Voting Rights

24 As at 29 March 2021 (being the latest practicable date prior to publication of this Notice of AGM) the company's issued share capital, and, therefore, the total voting rights in the company, was 2,111,232,441 ordinary shares. One share equals one vote.

Details of the number of shares and voting rights in the company are available on the company's website, www.kingfisher.com.

Electronic addresses

25 You may not use any electronic address provided in this Notice of AGM to communicate with the company for any purposes other than those expressly stated.

Your guide to participating electronically at the 2021 AGM

This year our AGM will be held in the first instance as an electronic meeting giving you the opportunity to participate online, using your smartphone, tablet, or computer. You will need an active internet connection throughout the meeting to allow you to participate fully. It is the user's responsibility to ensure you remain connected for the duration of the meeting.

If you choose to participate electronically, you will be able to view a live videocast of the meeting, view the presentation slides, ask questions, and submit your votes, in real time. Please note that if you choose to attend in person on the day and wish to vote in real time you will do this on your personal device. Electronic voting handsets or poll cards will not be provided on the day.

Please follow the next step on your personal device before you arrive.

You will need to visit https://web.lumiagm.com on your smartphone, tablet, or computer. You will need the latest version of either, Chrome, Safari, Internet Explorer 11, Edge, or Firefox. Please ensure your browser is compatible.

Meeting ID: 167 - 849 - 220 To login you must have your SRN and PIN

Access

Once you have entered https://web.lumiagm.com into your web browser, you'll be prompted to enter the Meeting ID as above. You will find your SRN and PIN on your form of proxy.

The site will be open from 1.00pm on 30 June 2021.

To enter as a shareholder, select 'I have a login' and enter your SRN and PIN. If you are a guest, select 'I am a guest'

As a guest, you will be prompted to complete all the relevant fields including; title, first name, last name, and email address.

Please note, guests will not be permitted to attend in person and online, will not be able ask questions or vote at the meeting.

Videocast

When successfully authenticated, the information screen will be displayed.

You can view company information, ask questions, and view and listen to the videocast.

If you would like to view and listen to the videocast press the broadcast icon at the bottom of the screen.

If viewing on a computer, the broadcast will appear at the side automatically once the meeting has started.

Voting

The Chair of the Meeting will open voting on all resolutions at the start of the meeting. Once the voting has opened, the polling icon will appear on the navigation bar at the bottom of the screen.

From here, the resolutions and voting choices will be displayed.

To vote, simply select your voting direction from the options shown on screen. A confirmation message will appear to show your vote has been received.

For – Vote received

To change your vote, simply select another direction.

If you wish to cancel your vote, please press Cancel.

Once the Chair of the Meeting has opened voting, voting can be performed at any time during the meeting until the Chair of the Meeting closes the voting on the resolutions. At that point, your last choice will be submitted.

You will still be able to send messages, view the videocast, and view the presentation slides whilst the poll is open.

Questions

Any shareholder or appointed proxy attending the meeting electronically is eligible to ask a question.

If you would like to ask a question, select the messaging icon or dial the telephone number provided.

Questions can be submitted by messaging or telephone at any time during the Q&A session up until the Chair of the Meeting closes the session.

Follow the instructions of the operator to whom you are speaking or type your message within the chat box at the bottom of the messaging screen.

If messaging, once you are happy with your typed message press Send.

Once asked, questions submitted by telephone or sent via the 'Lumi AGM' online platform will be moderated before being sent to the Chair of the Meeting to avoid repetition.

Any questions it is not possible to answer at the AGM or, which do not relate to the business of the meeting may be answered on the company's website after the meeting has closed

Downloads

Links are present on the information screen. When you click on a link, the selected document will open in your browser.

Data usage for streaming the AGM 2021 or downloading documents via the 'Lumi AGM' online platform varies depending on individual use, the specific device being used for streaming or downloading, and the network connection (broadband, 3G, 4G).

Shareholder information

Shareholder helpline

The Shareholder helpline number 0370 702 0129 is run by the company's Registrar, Computershare Investor Services PLC, and is available on UK business days between Monday and Friday, 8.30am and 5.30pm. The helpline also has automated self-service functionality, which is available 24 hours a day, 7 days a week. Using the Shareholder Reference Number (SRN) on your share certificate or dividend confirmation, the selfservice functionality will allow you to:

confirm the latest share price;
confirm your current shareholding;
confirm your payment history; and
order a change of address, dividend bank mandate or stock transfer form.

Registrar's Investor Centre

Investor Centre is a free, secure share management website provided by the company's Registrar. Managing your shares online means you can access information quickly and securely and minimise postal communications.

To register, visit www.investorcentre.co.uk. All you will need is your registered address details and you SRN which you will find on your share certificate or dividend confirmation. You will be able to:

view portfolio balances and the market value of all your holdings registered with Computershare;
update your address;
register to receive electronic shareholder communications;
download forms;
update your bank details;
view and manage your dividend payments;
access your electronic tax vouchers; and
the transactional history of all your holdings registered with Computershare.

In certain circumstances it may be necessary for Computershare to send a unique activation code to your registered address to allow you full access to your Investor Centre account.

Dividends

The company pays all cash dividends through direct payment to shareholder bank accounts. Shareholders who have not yet notified our Registrar of their preferred payment option should do so without delay. Please note that this does not affect those shareholders who have subscribed for the Dividend Reinvestment Plan (DRIP).

Once again shareholders should note the Board has proposed a total dividend of 8.25 pence per share in relation to 2020/21 comprising an interim dividend of 2.75 pence per share in respect of the six months ended 31 July 2020 and a final dividend of 5.50 pence per share. If approved, the final dividend will be paid alongside the interim dividend on 5 July 2021 to shareholders on the register at close of business on 4 June 2021.

Electronic communications/electronic proxy voting

The company actively encourages all shareholders to register for the electronic communications service. By registering to receive electronic communications, you will be able to:

cast your AGM proxy vote electronically;
access details of your individual shareholding quickly and securely online; and
receive electronic notification via email and the internet of statutory documents such as the company's financial results, including annual and interim reports and quarterly trading statements.

You can register online by visiting the company's website www.kingfisher.com/shareholders and following the instructions.

Andrew Cosslett, Chair of the Board

Appointed: April 2017 Chair of the Board: June 2017

Skills and experience: Andrew's early career was with Unilever in a variety of branding and marketing roles. He then spent 14 years at Cadbury Schweppes in senior international roles before becoming chief executive officer ('CEO') for InterContinental Hotels Group (IHG). Andrew was at IHG for six years, creating value by leveraging the power of its brands alongside executing a programme of significant transformational and cultural change. He served as CEO for Fitness First, where he was instrumental in successfully repositioning the business and brand.

External appointments: Andrew joined the board of the Rugby Football Union in 2012, before being appointed chair in 2016.

Thierry Garnier, Chief Executive Officer

Appointed: September 2019

Skills and experience: Thierry is an experienced retailer, having spent 20 years in senior roles at Carrefour, the French multinational retailer. In his previous role, Thierry was a member of the Carrefour group executive committee and the CEO of Carrefour Asia. From 2003 to 2008, Thierry was the managing director of Supermarkets for Carrefour France. Following this successful period, he became CEO of Carrefour International and a member of the group executive committee in 2008, with a broader remit including Asia, Latin America and various European countries.

External appointments: No external appointments.

Bernard Bot, Chief Financial Officer

Appointed: October 2019

Skills and experience: Bernard is a seasoned chief financial officer ('CFO'), having held the role at several international listed companies. Bernard also has significant experience of large-scale transformation programmes, logistics and supply chain management, and technology and digital services. He was CFO at Travelport Worldwide, a global NYSE-listed company providing a technology platform for the travel industry, until it was taken private in June 2019. Prior to that, Bernard was CFO of Aer Lingus and held various senior positions at TNT and TNT Express. Previously, he worked at McKinsey & Company where he rose to become a partner and leader of its worldwide Post and Logistics group.

External appointments: Bernard is a non-executive director of A.P. Møller–Mærsk A/S. and is a member of its audit committee.

Claudia Arney, Non-Executive Director

Appointed: November 2018

Skills and experience: Claudia brings a wealth of experience of business transformation and building digital capabilities to the Board having previously held non-executive roles, including interim chair of the Premier League, senior independent director of Telecity Group plc, chair of the remuneration committee at Halfords Plc, non-executive director at Ocado Group plc, and governance committee chair at Aviva plc. Claudia began her career at McKinsey & Company, before holding roles at Pearson, the Financial Times, Goldman Sachs, and HM Treasury. She was group managing director, digital at EMAP.

External appointments: Claudia is currently chair of Deliveroo and non-executive director and remuneration committee chair at Derwent London. She also serves as a member of the panel on Takeover and Mergers.

Catherine Bradley, Senior Independent Director

Appointed: November 2020

Skills and experience: Catherine provides substantial expertise to the Board in the fields of finance, risk management and corporate governance, having previously been a non-executive director of the Financial Conduct Authority, the UK financial regulator, where she chaired its audit committee. Catherine also served as an independent member of the supervisory board of PEUGEOT S.A. where she chaired its finance and audit committee.

Prior to embarking on her non-executive career, Catherine had a 30-year career in investment banking based in the US, the UK and Asia. She has French and British citizenship and was appointed a Commander of the Order of the British Empire (CBE) in June 2019.

External appointments: Catherine serves on the board of the International Integrated Reporting Council, based in the UK which has announced its merger with the Sustainability Accounting Standards Board (SASB) and is a non-executive director of Johnson Electric Holdings Limited, a Hong Kong-listed company, and of easyJet plc, where she chairs its finance committee.

Key	Audit Committee		Nomination Committee		Remuneration Committee	Chair
	Responsible Business Committee

Tony Buffin, Non-Executive Director

Appointed: December 2020

Tony brings a great deal to the Board, including his broad range of retail skills, particularly those gained in the home improvement and digital retail markets as well as a wealth of expertise in finance and transformation.

Tony has previously been CEO of Holland and Barrett as well as group chief operating officer and CFO at Travis Perkins PLC. Formerly, he was CFO of Australian grocery retailer, Coles Group, and prior to that he was CEO of The Loyalty Management Group. Tony has a track record of delivering change and digital growth, building new services businesses, and expanding international retail operations in both public and private businesses.

External appointments: Tony is the founder of The Tecsa Group; strategic data and analytics consultants. Tony also serves as a non-executive director of Weybourne Limited (Dyson) and Tyrefix.

Jeff Carr, Non-Executive Director

Appointed: June 2018

Skills and experience: Jeff became CFO of Reckitt Benckiser Group plc on 9 April 2020. Reckitt Benckiser has operations in over 60 countries and a large number of globally trusted household brands and products. Jeff previously held an executive finance role with Reckitt Benckiser earlier in his career. Most recently, Jeff was CFO of Koninklijke Ahold Delhaize N.V. (Ahold Delhaize), one of the world's largest retail groups. Jeff was previously group finance director at both FirstGroup plc and easyJet plc, and held a senior finance role at Associated British Foods plc. He was also previously a non-executive director at McBride plc.

External appointments: Jeff is currently CFO of Reckitt Benckiser Group plc, the British multinational consumer goods company.

Sophie Gasperment, Non-Executive Director

Appointed: December 2018

Skills and experience: Sophie brings to the Board expertise in strategy, brand and international retail markets as well as substantial experience in business transformation and digital capabilities, having held a number of senior leadership positions at L'Oréal, including executive chair and CEO of The Body Shop International and managing director of L'Oréal UK & Ireland.

External appointments: Sophie is a non-executive director of Accor, where she chairs the appointments, compensation, and corporate social responsibility committee. She is also a non-executive director of Givaudan S.A., the D'Ieteren group, and is the lead independent director on the board of Cimpress, a NASDAQ-listed technology company. In addition, Sophie is a senior advisor at the Boston Consulting Group.

Rakhi Goss-Custard, Non-Executive Director

Appointed: February 2016

Skills and experience: Rakhi is a highly experienced director in digital retailing, having spent 11 years at Amazon.com. Most recently, she was director, UK media at Amazon, responsible for ranges such as books, music and DVDs. She was previously director, UK hardlines, where she was responsible for home, garden and DIY product ranges. Prior to joining Amazon, Rakhi held roles at TomTom and in management consultancy in the United States, and was previously a non-executive director of Intu Properties plc.

External appointments: Rakhi is a non-executive director of Schroders plc, Rightmove plc, and Travelopia.

Key Audit Committee Nomination Committee Remuneration Committee Chair Responsible Business Committee