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Kingfisher PLC Proxy Solicitation & Information Statement 2018
4675_agm-r_2018-04-20_790f03fc-a7db-496f-8130-c7c3075e47b2.pdf
Proxy Solicitation & Information Statement
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Kingfisher
Attendance Card
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 Hotel Novotel London Paddington, 3 Kingdom Street, London W2 6BD on 12 June 2018 at 2.00pm.
Shareholder Reference Number
Please detach this portion before posting this proxy form.
Kingfisher PLC 2018 Annual General Meeting - Form of Proxy
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.
Control Number: 915008
SRN:
PIN:
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 8 June 2018 at 2.00 pm.
Explanatory Notes:
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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).
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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 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.
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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.
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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.
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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 10.00 pm on 8 June 2018. 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.
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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 8 June 2018. 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.
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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 0370 702 0129 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
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Any alterations made to this form should be initialled.
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The completion and return of this form will not preclude a member from attending the meeting and voting in person.
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.
All Named Holders
SG148
148099_151299_RUN_ONS/000001/000001/SG148/
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, 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 Hotel Novotel London Paddington, 3 Kingdom Street, London W2 6BD on Tuesday 12 June 2018 at 2.00 pm, 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.
| Ordinary Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. That the Company's annual accounts for the financial year ended 31 January 2018, together with the Directors' Reports and Independent Auditor's Report on those accounts, be received. | ☐ | ☐ | ☐ |
| 2. That the Directors' Remuneration Report for the year ended 31 January 2018 be approved. | ☐ | ☐ | ☐ |
| 3. That a final dividend of 7.49p per ordinary share be declared for payment on 18 June 2018. | ☐ | ☐ | ☐ |
| 4. That Jeffrey Carr be appointed as a Director of the Company. | ☐ | ☐ | ☐ |
| 5. That Andy Cossett be re-appointed as a Director of the Company. | ☐ | ☐ | ☐ |
| 6. That Pascal Cagni be re-appointed as a Director of the Company. | ☐ | ☐ | ☐ |
| 7. That Clare Chapman be re-appointed as a Director of the Company. | ☐ | ☐ | ☐ |
| 8. That Anders Dahlvig be re-appointed as a Director of the Company. | ☐ | ☐ | ☐ |
| 9. That Rakhi Goss-Custard be re-appointed as a Director of the Company. | ☐ | ☐ | ☐ |
| 10. That Véronique Laury be re-appointed as a Director of the Company. | ☐ | ☐ | ☐ |
Please use a black pen. Mark with an X inside the box as shown in this example.
| For | Against | Vote Withheld |
|---|---|---|
| 11. That Mark Seligman be re-appointed as a Director of the Company. | ☐ | ☐ |
| 12. That Karen Witts be re-appointed as a Director of the Company. | ☐ | ☐ |
| 13. That Deloitte LLP be re-appointed as auditor of the Company. | ☐ | ☐ |
| 14. That the Audit Committee be authorised to determine the remuneration of the auditor. | ☐ | ☐ |
| 15. That the Company be authorised to make political donations. | ☐ | ☐ |
| 16. That the Company be authorised to allot new shares. | ☐ | ☐ |
| Special Resolutions | ||
| 17. That the Company be authorised to disapply pre-emption rights. | ☐ | ☐ |
| 18. That the Company be authorised to disapply additional pre-emption rights in connection with an acquisition or other capital investment. | ☐ | ☐ |
| 19. That the Company be authorised to purchase its own shares. | ☐ | ☐ |
| 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
| DD / MM / YY |
|---|
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 officer or attorney.
H1048
KFS
Kingfisher
Computershare
All correspondence to: Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Shareholder Helpline: 0370 702 0129
Shareholder Reference Number
Don't miss out on your dividends - Complete and return this form
As communicated in November 2017, Kingfisher will no longer pay dividends by cheque. Dividends will instead be paid directly to shareholder bank accounts. To ensure shareholder are able to receive their dividends, shareholders should complete and return this mandate form to Computershare as soon as possible.
Please use black ink. Print in CAPITAL letters inside the boxes as shown in this example.
A B C
1 2 3
X
A. Bank or financial institutions details and currency election
Complete either section 1. or section 2. of this form if you wish to have your dividends paid directly into a bank or financial institution in the UK or a Single Euro Payment Area (SEPA) Zone.
- Complete to receive Direct Credit payment in Sterling into UK Bank Account.
Sterling ☐ Sort code [12 boxes] Account number [12 boxes]
Roll/Reference number of bank/building society (if applicable)
UK bank or financial institution [blank]
Address of branch [blank]
OR
- Complete to receive Direct Credit payment in Euros into SEPA Bank Account.
Euro ☐ BIC code (Your BIC code is either 8 or 11 characters) [blank]
IBAN [blank]
Euro bank or financial institution [blank]
Address of branch [blank]
B. Please sign
For details of who needs to sign this form, please see note B overleaf.
Signature 1 [blank]
Signature 2 [blank]
Signature 3 [blank]
Date DD/MM/YY
Signature 4 [blank]
CCS1258
KFS +
148099_151299_RUN_ONS/000001/000002/SG151/
12FXBA D01
SG151
How to complete this form
If you have an existing dividend mandate, you do not need to complete this form unless you wish to change the currency in which you receive your dividends. For dividend payments to bank accounts outside the UK and the SEPA Zone, please either complete an online instruction for the Global Payment Service as outlined at www.kingfisher.com/dividends or contact Computershare on the number below to request a Global Payment Service form.
If you believe that you may have unclaimed dividends, you can contact Computershare to check and arrange for these payments to be reissued. An administration fee may be deducted from each reissued payment. Please contact Computershare using the contact details provided below.
A. Bank or financial institution details and currency election
Complete section A.1 if you wish to receive future dividends in Sterling to a UK bank account. A.2 if you wish to receive future dividends in Euros to a Eurozone bank account. DO NOT COMPLETE BOTH AS THIS WILL VOID THE MANDATE. If both sections A.1 and A.2 are completed in error, neither instruction will be accepted and the form will be deemed invalid.
Payment in accordance with these instructions will discharge Kingfisher and Computershare from any further liability. You will receive an annual dividend confirmation each year confirming the total amount of dividends paid during the tax year.
Computershare cannot accept responsibility in the event that the bank details provided by you are incorrect. If you do not complete this section or the form is incomplete, unsigned or invalid in any other way, you will not receive your dividend payment to your nominated account and a Sterling cheque will be sent to your registered address. From November 2018, Computershare will hold the dividend for you as a non-interest bearing deposit until you send a valid payment instruction. The payment will then be made to your nominated account as soon as possible. No interest will be paid on amounts held pending receipt of your valid bank mandate. Neither Kingfisher nor Computershare will be responsible for delays in crediting payments to your nominated account as a result of transaction procedures or errors by any financial institution.
The submission of this form will not override any existing scrip dividend mandate or dividend reinvestment plan mandate. If you wish to cancel an existing mandate you must do so in writing.
Please note that Euro payments can only be paid into Euro bank accounts in SEPA Zone countries and Sterling payments can only be made to Sterling bank accounts in the UK.
B. Signature(s)
You must sign this form as follows in the spaces provided. If the holder is under 18 (or 16 in Scotland), a parent or legal guardian must sign and state their capacity.
Joint holding: The signatures of all joint holders, executors or administrators are required.
Power of attorney: To sign under power of attorney, you must have already lodged an original or certified copy of the power of attorney with Computershare. If you have not previously lodged this document for notation, please attach it to this form when you return it.
Please note that Computershare requires a photocopy power of attorney to be certified under the Powers of Attorney Act 1971. It must be certified in ink on every page by the donor, or by a solicitor or stockbroker, to state that it is a true and complete copy of the original. Computershare cannot accept a photocopy that has not been certified in ink on every page.
Companies: This form should be signed by two authorised signatories of the company, stating their capacity (e.g. director or company secretary), or by a director in the presence of a witness who attests the signature or under its common seal.
Please return this form in the prepaid envelope provided, which will not require a stamp if posted within the UK.
If you have any questions regarding your shareholding, please contact Computershare:
Online: www.computershare.co.uk/contactus
Post: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, United Kingdom
Phone: 0370 702 0029
Lines are open from 8.30am to 5.30pm (UK time), Monday to Friday (excluding public holidays).
Kindly note: This form is issued only to the addressee(s) and is specific to the unique account referred to above. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. Kingfisher plc (Kingfisher) and its Registrar, Computershare Investor Services PLC (Computershare), accept no liability for any instruction that does not comply with these conditions.
12FX8A D01
Computershare Investor Services PLC Registered in England & Wales, Company No. 3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol BS13 8AE. Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority.
Kingfisher
Computershare
All Correspondence to:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol, BS99 6ZY
Tel: +44(0) 370 702 0129
Shareholder Reference Number
Kingfisher plc 2017/2018 Annual Report & Accounts – Notice of Availability
Important - please read carefully
+
Please note that the 2017/2018 Annual Report and Accounts are now available and can be viewed at:
www.kingfisher.com/reports
Join our growing number of shareholders who receive communications from us by email
FOLD HERE
Kingfisher's sustainability strategy aims to make sustainable living easy and affordable for our customers and to embed sustainability into all aspects of our of operations. As a shareholder, you can help us meet this challenge by choosing to receive your shareholder communications in electronic form, thereby reducing the environmental impact of our communications. Many shareholders already receive electronic communications from us and we would encourage you to do the same and provide us with your email address.
By providing us with your email address you will:
- Receive notification of when shareholder communications are available online;
- Receive quarterly trading updates on Kingfisher's performance; and
- Have immediate access to the Annual Report and proxy voting facilities when published.
To join our group of eComms shareholders please submit your email address by either:
- visiting our Investor Centre website (www.investorcentre.co.uk/ecomms). You will need your Shareholder Reference Number printed above; or
- completing the below with your email address and return this in the reply paid envelope provided.
Computershare Investor Services PLC is Registered in England & Wales, No 3498808, Registered Office, The Pavilions, Bridgwater Road, Bristol BS13 8AE.
Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority.
CCS 0790
KFS
148099_151299_RUN_ONS/000001/000003/SG151/3
12FY2A 201
SG151
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