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Kingfisher PLC Proxy Solicitation & Information Statement 2019

May 9, 2019

4675_agm-r_2019-05-09_1674ead9-25fc-4102-8622-abec60241e1b.pdf

Proxy Solicitation & Information Statement

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Attendance Card

Additional Holders: 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 The Royal College of Physicians, 11 St Andrews Place, London NW1 4LE on 9 July 2019 at 2.00pm.

Shareholder Reference Number

Please detach this portion before posting this form.

Kingfisher plc 2019 Annual General Meeting - Form of Proxy

@ Cast your Proxy onlineIt's fast, easy and secure! Control Number: 915808
www.investorcentre.co.uk/eproxy SRN:
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:
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 July 2019 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 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 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.
  • 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. All Named Holders 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 10.00 pm on 5 July 2019. 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 5 July 2019. 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 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.
All Named Holders

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 appoint 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 The Royal College of Physicians, 11 St Andrews Place, London NW1 4LE on Tuesday 9 July 2019 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.

Please use a black pen. Mark with an XX inside the box as shown in this example.

Ordinary Resolutions For Vote
Against Withheld
1. THAT the company's annual accounts for the financial year ended
31 January 2019 be received.
2. THAT the Directors' Remuneration Report (excluding that part containing
the Directors' Remuneration Policy) be received and approved.
3. THAT the Directors' Remuneration Policy be received and approved, to
take effect on 9 July 2019.
4. THAT a final dividend of 7.49 pence per ordinary share be declared for
payment on 15 July 2019.
5. THAT Claudia Arney be elected as a Director of the company.
6. THAT Sophie Gasperment be elected as a Director of the company.
7. THAT Andrew Cosslett be re-elected as a Director of the company.
8. THAT Jeff Carr be re-elected as a Director of the company.
9. THAT Pascal Cagni be re-elected as a Director of the company.
10. THAT Clare Chapman be re-elected as a Director of the company.
11. THAT Rakhi Goss-Custard be re-elected as a Director of
the company.
For Vote
Against Withheld
12. THAT Véronique Laury be re-elected as a Director of the company.
13. THAT Mark Seligman be re-elected as a Director of the company.
14. THAT Deloitte LLP be re-appointed as auditor of the company.
15. THAT the Audit committee be authorised to determine the remuneration
of the auditor.
16. THAT the company be authorised to make political donations.
17. THAT the company be authorised to allot new shares.
Special Resolutions
18. THAT the company be authorised to disapply pre-emption rights.
19. THAT the company be authorised to disapply additional pre-emption
rights in connection with an acquisition or other capital investment.
20. THAT the company be authorised to purchase its own shares.
21. 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

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.

C C 7 S 9 1 3 1 0 K F S

12JXFE D01

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol, BS99 6ZY Tel: +44(0) 370 702 0129

. . . . . . . . FOLD HERE

Shareholder Reference Number

Kingfisher plc 2018/2019 Annual Report & Accounts – Notice of Availability

Important - please read carefully

Please note that the 2018/2019 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.
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12K3LA D01 156394_169673_RUN_ONS/000001/000002/SG601//i