Pets at Home Group PLC — Proxy Solicitation & Information Statement 2019

Jun 5, 2019

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 invites you to attend the Annual General Meeting of the "Company" to be held at Hallmark Hotel, Stanley Road, Handforth, Wilmslow, Cheshire SK9 3LD on 11 July 2019 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 11 July 2019

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 9 July 2019 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 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 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 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.

5. 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 3S(5)(a) of the Uncertificated Securities Regulations 2001.
6. The above is how your address appears on the 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.
7. Any alterations made to this form should be initialled.
8. 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

156550_168594_RUN_ONS/000001/000001/SG625/il

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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 Hallmark Hotel, Stanley Road, Handforth, Wilmslow, Cheshire SK9 3LD on 11 July 2019 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 28 March 2019, together with the Directors' reports and the auditors' reports set out in the annual report for the year ended 28 March 2019 (2019 Annual Report).	☐	☐	☐
2. To approve the Directors' remuneration report for the year ended 28 March 2019 as set out in pages 101 to 106 of the 2019 Annual Report.	☐	☐	☐
3. To declare a final dividend recommended by the Directors of 5 pence per ordinary share.	☐	☐	☐
4A. To re-elect Tony DeNunzio as a Director of the Company.	☐	☐	☐
4B. To re-elect Peter Pritchard as a Director of the Company.	☐	☐	☐
4C. To re-elect Mike Iddon as a Director of the Company.	☐	☐	☐
4D. To re-elect Dennis Millard as a Director of the Company.	☐	☐	☐
4E. To re-elect Paul Moody as a Director of the Company.	☐	☐	☐
4F. To re-elect Sharon Flood as a Director of the Company.	☐	☐	☐
4G. To re-elect Stanislas Laurent as a Director of the Company.	☐	☐	☐
4H. To re-elect Susan Dawson as a Director of the Company.	For	Against	Vote Withheld
---	---	---	---
5. To re-appoint KPMG LLP as auditor of the Company.	☐	☐	☐
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. That a general meeting, other than an Annual General Meeting may be called on not less than 14 clear days' notice.	☐	☐	☐
Intention To Attend	☐	☐	☐
Please indicate if you intend to attend the AGM	☐	☐	☐

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