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Pets at Home Group PLC

Proxy Solicitation & Information Statement Jun 9, 2021

4909_agm-r_2021-06-09_573caba7-0c11-400e-8549-e644461ea43d.pdf

Proxy Solicitation & Information Statement

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All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

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MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY

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Form of Proxy - Annual General Meeting to be held on 8 July 2021

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 6 July 2021 at 11.00 am.

Explanatory Notes:

    1. As explained in the Notice of Meeting, the Board recommends that shareholders do not attend the AGM this year due to the ongoing need to protect public safety. If however, despite this recommendation, you do intend to attend the AGM in person, please register your intention to attend as soon as possible in advance of the AGM by emailing [email protected] to allow for appropriate arrangements to be made. To ensure that your vote counts, shareholders should only appoint the Chairman of the AGM to act as their proxy.
    1. Notwithstanding the recommendation in note 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).
    1. 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.
    1. 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 close of business 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.
    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 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 35(5)(a) of the Uncertificated Securities Regulations 2001.
    1. 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.
    1. Any alterations made to this form should be initialled.

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.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

Form of Proxy

Shareholders are recommended not to attend the AGM in person. To ensure your vote is counted, shareholders should only appoint the Chairman of the AGM as their proxy.

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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 office of Pets at Home, Chester House, Stanley Green Trading Estate, Handforth, Cheshire, SK9 3RN on 8 July 2021 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
For Against Vote
Withheld
1. To receive the Company's audited financial
statements for the financial year ended 25
March 2021.
5. To elect Zarin Patel as Director of the
Company.
2. To approve the Directors' remuneration report
for the year ended 25 March 2021.
6. To re-appoint KPMG LLP as auditor of the
Company.
3. To declare a final dividend recommended by
the Directors of 5.5 pence per ordinary share for
the year ended 25 March 2021.
7. To authorise the Directors to set the fees paid
to the auditor of the Company.
4A. To re-elect Peter Pritchard as a Director of the
Company.
8. Authority to allot shares.
4B. To re-elect Mike Iddon as a Director of the
Company.
9. Authority to make political donations and
expenditure.
Special Resolutions
4C. To re-elect Dennis Millard as a Director of the
Company.
10. Partial disapplication of pre-emption rights.
4D. To re-elect Sharon Flood as a Director of the
Company.
11. Additional partial disapplication of pre-emption
rights.
4E. To re-elect Stanislas Laurent as a Director of
the Company.
12. Authority to purchase own shares.
4F. To re-elect Susan Dawson as a Director of the
Company.
13. That a general meeting other than an Annual
General Meeting may be called on not less than
14 clear days' notice
4G. To re-elect Ian Burke as a Director of the
Company.
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
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).

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