Pets at Home Group PLC — Proxy Solicitation & Information Statement 2016

Mar 31, 2016

pets

where pets come first

Attendance Card

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

The Chairman of Pets at Home Group Plc (the "Company") invites you to attend the Annual General Meeting of the Company to be held at The Macdonald Manchester Hotel, London Road, Piccadilly, Manchester M1 2PG on 14 September 2016 at 11.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 14 September 2016

To be effective, all proxy appointments must be lodged with the Registrars of Pets at Home Group Plc (the "Company"), at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 12 September 2016 at 11.00 am (or, in the event of an adjournment, not less than 48 hours before the stated time of the adjourned meeting (excluding any part of a day that is not a working day)).

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 holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1690 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 marking 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.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain 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.
4. Pursuant to the terms of the Company's articles of association and 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 12 September 2016 (or, in the event of an adjournment, by 6.00 pm on the date which is two days before the stated time of the adjourned meeting (excluding any part of a day that is not a working day)). Changes to entries on the Company's register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

1. 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 12 September 2016, (or, in the event of an adjournment, not less than 48 hours before the stated time of the adjourned meeting (excluding any part of a day that is not a working day)). 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.
2. The above is how your address appears on the Company's register of members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1690 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
3. Any alterations made to this form should be initialed.
4. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: 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. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

SG148

133786_118050_RUN_ONS/000001/000001/SG148/II

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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 Pets at Home Group Plc to be held at The Macdonald Manchester Hotel, London Road, Piccadilly, Manchester M1 2PG on 14 September 2016 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.

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive the Company's audited financial statements for the financial year ended 31 March 2016, together with the directors' report, the strategic report and the auditor's report on those financial statements.	☐	☐	☐
2. To approve the directors' remuneration report (other than the part containing the directors' remuneration policy) for the year ended 31 March 2016, as set out on pages [88] to [97] of the Company's 2016 Annual Report.	☐	☐	☐
3. To declare a final dividend of 5.5 pence per ordinary share for the year ended 31 March 2016.	☐	☐	☐
4A. To re-elect Tony DeNunzio as a director of the Company.	☐	☐	☐
4B. To re-elect Dennis Millard as a director of the Company.	☐	☐	☐
4C. To re-elect Ian Kellett as a director of the Company.	☐	☐	☐
4D. To re-elect Brian Carroll as a director of the Company.	☐	☐	☐
4E. To re-elect Amy Stirling as a director of the Company.	☐	☐	☐
4F. To re-elect Paul Coby as a director of the Company.	☐	☐	☐
4G. To re-elect Tessa Green as a director of the Company.	☐	☐	☐
For	Against	Withheld
---	---	---
4H. To re-elect Paul Moody as a director of the Company.	☐	☐
5. To re-appoint KPMG LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company at which accounts are laid.	☐	☐
6. To authorise the Directors to set the fees paid to the auditor of the Company.	☐	☐
7. Authority to allot shares.	☐	☐
8. Authority to make political donations and expenditure.	☐	☐
Special Resolutions	☐	☐
9. Partial disapplication of pre-emption rights.	☐	☐
10. Additional partial disapplication of pre-emption rights.	☐	☐
11. Authority to purchase own shares.	☐	☐
12. Notice period for general meetings other than AGMs.	☐	☐
Intention To Attend	☐	☐
Please indicate if you intend to attend the AGM	☐	☐

Resolutions 1-8 (inclusive) are proposed as ordinary resolutions and resolutions 9-12 (inclusive) are proposed as 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

DD/MM/YY

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

H1045

PET