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Kingfisher PLC Proxy Solicitation & Information Statement 2015

May 1, 2015

4675_agm-r_2015-05-01_9f9affae-f453-46a7-a04d-9d3a4d09aca0.pdf

Proxy Solicitation & Information Statement

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MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

Additional Holders:

Attendance Card

ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

You are invited to attend the Annual General Meeting of Kingfisher plc to be held at Park Plaza Victoria London, 239 Vauxhall Bridge Road, London SW1V 1EQ on 9 June 2015 at 11.00 am.

Shareholder Reference Number

C0000000000

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 9 June 2015

*00000101010010*

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

PIN: 1245 SRN: C0000000000 Control Number: 913039

View the Annual Report and Accounts online: www.kingfisher.com/reports

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 5 June 2015 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 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 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 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 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 6.00 pm on 5 June 2015. 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 11.00 am on 5 June 2015. 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 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 < Designation> 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.

Venue

The meeting will be held on Tuesday, 9 June 2015 in the Edward Suite on Conference Level 2 of the Park Plaza Victoria London, 239 Vauxhall Bridge Road, London SW1V 1EQ. If you have any queries regarding the hotel, please contact the hotel by telephone on 0844 415 6750.

Transport and directions to the venue

From King's Cross & St. Pancras National Railway Station (approx 15 mins)

  • Take the London Underground
  • Take the Victoria Line southbound towards Brixton • Depart at Victoria
  • Walk south on Wilton Road for 100 metres
  • Park Plaza Victoria London will be on your left

From London Paddington National Railway Station (approx 25 mins)

  • Take London Underground
  • Travel via the southbound Bakerloo Line service to Oxford Circus
  • Change for the southbound Victoria Line service and depart at Victoria • Walk south on Wilton Road for 100 metres

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).

Please use a black pen. Mark with an X

* C0000000000

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 Park Plaza Victoria London, 239 Vauxhall Bridge Road, London SW1V 1EQ on 9 June 2015 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. Vote inside the box as shown in this example. Vote
Ordinary Resolutions For Against Withheld For Against Withheld
1. THAT the audited accounts for the year ended 31 January 2015 together
with the directors' and auditor's report thereon be received.
11. THAT Mark Seligman be re-appointed as a director of the Company.
2. THAT the Directors' Remuneration Report for the year ended 31 January
2015 be received and approved.
12. THAT Karen Witts be re-appointed as a director of the Company.
3. THAT a final dividend of 6.85 pence per ordinary share be declared for
payment on 15 June 2015.
13. THAT Deloitte LLP be re-appointed as auditor of the Company.
4. THAT Daniel Bernard be re-appointed as a director of the Company. 14. remuneration of the auditor. THAT the Audit Committee of the Board be authorised to determine the
5. THAT Andrew Bonfield be re-appointed as a director of the Company. 15. THAT the Company be authorised to make political donations.
6. THAT Pascal Cagni be re-appointed as a director of the Company. 16. THAT the Company be authorised to allot new shares.
7. THAT Clare Chapman be re-appointed as a director of the Company. 17. THAT the Company be authorised to disapply pre-emption rights*.
8. THAT Anders Dahlvig be re-appointed as a director of the Company. 18. THAT the Company be authorised to purchase its own shares*.
9. THAT Janis Kong be re-appointed as a director of the Company. 19. called on not less than 14 clear days' notice*. THAT a general meeting other than an annual general meeting may be
10. THAT Véronique Laury be appointed as a director of the Company. *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. This form must be signed and dated by the shareholder or his attorney duly
Signature Date 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 officer or attorney.