Kingfisher PLC — AGM Information 2021

Jun 30, 2021

Company Number: 01664812

THE COMPANIES ACT 2006

Kingfisher plc (the 'Company')

At the Annual General Meeting of the Company duly convened and held electronically, and in accordance with the Articles of Association at The Royal College of Physicians, 11 St Andrews Place, London NW1 4LE on Wednesday, 30 June 2021 the following, the following special resolutions were passed:

SPECIAL RESOLUTIONS

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,

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 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 155/7 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 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 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.