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Kingfisher PLC — Proxy Solicitation & Information Statement 2014
May 2, 2014
4675_agm-r_2014-05-02_de435d0f-17cd-4f35-96cf-82833ba99ffa.pdf
Proxy Solicitation & Information Statement
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| MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1 ADD1 |
Attendance Card
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders:
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 The Hilton London Paddington Hotel, 146 Praed Street, London W2 1EE on 12 June 2014 at 11.00 am.
Shareholder Reference Number
C1234567890
Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on 12 June 2014
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 10 June 2014 at 11.00 am.
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 0870 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. This All Named Holders 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 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 48 hours before the time appointed for holding the meeting. 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 0870 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
Annual General Meeting Information
Time
The meeting will start at 11.00am. Please arrive no later than 10.50am for registration.
Refreshments
Tea and coffee will be served between 10.30am and 10.55am and light refreshments will be available for a period at the end of the meeting in the room next to the Great Western Suite.
Venue
The meeting will be held on Thursday, 12 June 2014 in the Great Western Suite on the fi rst fl oor of the Hilton London Paddington Hotel. The address of the hotel is 146 Praed Street, London W2 1EE. If you have any queries regarding the hotel, please contact the hotel by telephone on 020 7850 0500.
Transport and directions to the venue
By rail or underground:
As the hotel is connected with Paddington Station, you can enter it from inside the station. The underground network includes the Bakerloo, District, Circle and Hammersmith & City Lines. The Heathrow Express connects Heathrow Airport with Paddington Station in 15 minutes.
By road:
Located on Praed Street, approximately half a mile north from Marble Arch, Oxford Street and Hyde Park, the hotel can be reached by car from the A40 exit Edgware Road/Harrow Road following signs to Paddington Station.
Shareholders with special needs
We have arranged for induction loop facilities to be available in the meeting room.
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).
C1234567890
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 The Hilton London Paddington Hotel, 146 Praed Street, London W2 1EE on Thursday, 12 June 2014 at 11.00 am, 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. |
Please use a black pen. Mark with an X inside the box as shown in this example. |
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| 1. | To receive and adopt the annual report and accounts for the year ended 1 February 2014 |
For | Vote Against Withheld |
13. To re-appoint Mark Seligman as a director | For | Vote Against Withheld |
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| 2. | To approve the Directors' Remuneration Policy | 14. To re-appoint Philippe Tible as a director | ||||||||||
| 3. | To approve the Directors' Remuneration Report for the year ended 1 February 2014 |
15. To re-appoint Karen Witts as a director | ||||||||||
| 4. | To authorise the payment of a fi nal dividend | 16. To re-appoint Deloitte LLP as auditors | ||||||||||
| 5. | To re-appoint Daniel Bernard as a director | 17. To authorise the Audit Committee to agree the auditors' remuneration |
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| 6. | To re-appoint Andrew Bonfi eld as a director | 18. To authorise the Company to make political donations | ||||||||||
| 7. | To re-appoint Pascal Cagni as a director | 19. To authorise the directors to allot new shares | ||||||||||
| 8. | To re-appoint Clare Chapman as a director | 20. To disapply pre-emption rights* | ||||||||||
| 9. | To re-appoint Sir Ian Cheshire as a director | 21. To authorise the Company to purchase its own shares* | ||||||||||
| 10. To re-appoint Anders Dahlvig as a director | 22. To authorise the calling of a general meeting, other than an AGM on 14 days' notice* |
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| 11. To re-appoint Janis Kong as a director | 23. To adopt new Articles of Association* | |||||||||||
| 12. To re-appoint Kevin O'Byrne as a director | 24. To approve the Kingfi sher Incentive Share Plan | |||||||||||
| *Special Resolutions |
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
/ /
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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