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Kingfisher PLC AGM Information 2021

Apr 9, 2021

4675_agm-r_2021-04-09_4b9b3de9-d74f-4e9d-8dc2-4c60a2b2001c.pdf

AGM Information

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The 2021 Annual General Meeting ('AGM') of Kingfisher plc 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.

Your attention is drawn to page 1 of the Notice of AGM relating to the AGM arrangements in light of Covid-19.

Shareholder Reference Number

Please see information overleaf on how you may participate electronically at the 2021 AGM. Please detach this portion before posting this form

Form of Proxy - Annual General Meeting to be held on 30 June 2021

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

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 28 June 2021 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 holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
  • 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 marking 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.
  • 3. In the absence of any voting instructions, your proxy may vote or refrain from voting as he thinks fit on the specified 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 abstain 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.

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company 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 Uncertificated 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 close of business on the day which is two days before the day of the meeting. 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 Monday, 28 June 2021. 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 Uncertificated Securities Regulations 2001.
  • 7. Set out above is how your address appears on the Register of Members. If this information is incorrect please ring 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.
  • 10. All references to attendance at this AGM refer to electronic or physical attendance, in the manner set out overleaf and in the Notice of AGM.

171331_197205_RUN_ONS/000001/000001/SG625/

Participate in our AGM electronically

As explained on page 1 of the Notice of AGM due to continued unpredictability of UK Government guidance concerning 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 you are strongly encouraged by the Board to make full use of the enhanced electronic meeting facilities available to you. Your Board continues to consider the AGM to be an important event in our calendar and a significant opportunity to engage with our shareholders.

The full guide to participating electronically at the AGM is shown on pages 8 and 9 of our Notice of AGM and steps required are detailed below:

  • 1. 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.
  • 2. You will then need to enter the Meeting ID Number: 167-849-220
  • 3. Thereafter, please click I have a login and enter your Shareholder Reference Number and PIN as detailed below.

*

Shareholder Reference Number:

PIN:

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).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend electronically, 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 electronically and at The Royal College of Physicians, 11 St Andrews Place, London NW1 4LE on Wednesday, 30 June 2021 at 2:00pm, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
X
Please use a black pen. Mark with an X
inside the box as shown in this example.
1. Ordinary Resolutions
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.
Vote
Against Withheld
company with effect from the end of the meeting. 10. THAT Thierry Garnier be re-elected as a director of the
11. THAT Sophie Gasperment be re-elected as a director of
the company with effect from the end of the meeting.
Against Withheld Vote
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.
12. That Rakhi Goss-Custard be re-elected as a director of the
company with effect from the end of the meeting.
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.
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.
14. THAT the Audit Committee be authorised to determine
the remuneration of the auditor.
4. THAT Catherine Bradley be elected as a director of the
company with effect from the end of the meeting.
15. THAT the company be authorised to make political donations.
5. THAT Tony Buffin be elected as a director of the
company with effect from the end of the meeting.
16. THAT the company be authorised to allot new shares.
Special Resolutions
6. THAT Claudia Arney be re-elected as a director of the
company with effect from the end of the meeting.
17. THAT the company be authorised to disapply
pre-emption rights.
7. THAT Bernard Bot be re-elected as a director of the
company with effect from the end of the meeting.
18. THAT the company be authorised to disapply
pre-emption rights for an additional five percent.
8. THAT Jeff Carr be re-elected as a director of the company
with effect from the end of the meeting.
19. That the company be authorised to purchase its
own shares.
9. THAT Andrew Cosslett be re-elected as a director of the
company with effect from the end of the meeting.
20. 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
/ / In the case of a corporation, this proxy must be given under its common
seal or be signed on its behalf by an attorney or officer duly authorised,
stating their capacity (e.g. director, secretary).

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