Pets at Home Group PLC — Proxy Solicitation & Information Statement 2023

Aug 7, 2023

Pets at Home

Pets at Home Group Plc Annual General Meeting

Thursday, 6 July 2023
Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK, SOLICITOR, ACCOUNTANT, FUND MANAGER OR OTHER APPROPRIATE INDEPENDENT FINANCIAL ADVISER.

If you have sold or otherwise transferred all of your shares in Pets at Home Group Plc ("Company"), you should send this document together with the accompanying documents as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.

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Pets at Home Group Plc Notice of Meeting 2023

Letter from the Chair

Dear Shareholder

The 2023 Annual General Meeting (AGM) is to be held on Thursday 6 July 2023 at 11:00am at Pets at Home, Chester House, Stanley Green Trading Estate, Handforth, Cheshire SK9 3RN.

Voting and Q&A

Your vote is important to the Board. If any shareholder is unable to attend the AGM in person, you can still ensure that your votes are counted by submitting proxies in advance, either online or by post.

All resolutions for consideration at the AGM will be voted on a poll, reflecting the proxy instructions received and all valid proxy votes cast will count towards the poll votes.

The Board is again inviting shareholders to submit questions in advance of the AGM as set out below, and answers to questions on key themes will be made available on our website – https://investors.petsathome.com as soon as practically possible. The Board also welcomes any questions during the AGM from attending shareholders.

Further details of how to vote and submit questions in advance of the AGM can be found on pages 8 and 9.

Recommendation

The Board considers that the proposed resolutions are in the best interests of the Company and its shareholders as a whole. The Directors therefore unanimously recommend that you vote in favour of the resolutions proposed at the AGM, as the Directors intend to do so in respect of their own beneficial holdings.

Questions

If you have any questions about the AGM or your shareholding, please contact irelations@petsathome.co.uk.

Results

The results of the voting will be posted on our website and will be notified to the London Stock Exchange after the meeting.

Yours faithfully

Ian Burke
Chair
6 June 2023

Registered Office:
Pets at Home Group Plc, Epsom Avenue,
Stanley Green Trading Estate, Handforth,
Cheshire SK9 3RN

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Pets at Home Group Plc Notice of Meeting 2023

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of the Company will be held at Pets at Home, Chester House, Stanley Green Trading Estate, Handforth, Cheshire, SK9 3RN on Thursday, 6 July 2023 at 11.00 am for the following purposes and to consider, and if thought fit, to pass the following resolutions, of which resolutions 1 to 10 (inclusive) will be proposed as ordinary resolutions and resolutions 11 to 14 (inclusive) will be proposed as special resolutions.

Ordinary resolutions

1. To receive the Company's audited financial statements for the financial year ended 30 March 2023, together with the Directors' reports and the auditor's reports set out in the annual report for the year ended 30 March 2023 ("2023 Annual Report").
2. To approve the Directors' remuneration report for the year ended 30 March 2023, as set out on pages 61 to 86 of the 2023 Annual Report.
3. To approve the Directors' remuneration policy, as set out on pages 65 to 75 of the 2023 Annual Report.
4. To declare a final dividend recommended by the Directors of 8.3 pence per ordinary share for the year ended 30 March 2023.
5. By separate resolutions, to re-elect the following individuals as Directors of the Company:

5A Lyssa McGowan
5B Mike Iddon
5C Ian Burke
5D Zarin Patel
5E Dennis Millard
5F Susan Dawson

1. By separate resolutions, to elect the following individuals as Directors of the Company: 6A Roger Burnley; 6B Natalie-Jane Macdonald.
2. 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.

3. To authorise the Directors to set the fees paid to the auditor of the Company.

4. That, in accordance with section 551 of the Companies Act 2006 ("Act"), the Directors be and are generally and unconditionally authorised to allot shares in the Company, or to grant rights to subscribe for or to convert any security into shares in the Company ("Rights"):

i. up to an aggregate nominal amount of £1,610,659; and
ii. comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £3,221,318 (such amount to be reduced by the aggregate nominal amount of any allotments or grants made under paragraph (i) of this resolution) in connection with an offer by way of a fully pre-emptive offer:

(a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(b) to holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary.

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of any territory or any other matter,

such authorities to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 5 October 2024, but, in each case, so that the Company may make offers or agreements before the authority expires which would or might require shares to be allotted or Rights to be granted after the authority expires, and so that the Directors may allot shares or grant Rights in pursuance of any such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

1. That, in accordance with sections 366 and 367 of the Act, the Company and its subsidiaries as at any time during the period for which this resolution has effect be and are authorised to:

i. make political donations to political parties and/or independent election candidates, not exceeding £100,000 in total;
ii. make donations to political organisations other than political parties, not exceeding £100,000 in total; and
iii. incur political expenditure, not exceeding £100,000 in total. For the purposes of this authority "political parties", "independent election candidates", "political organisation" and "political expenditure" have the meanings given by sections 363 to 365 of the Act. The authority conferred under this resolution shall expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed.

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Pets at Home Group Plc Notice of Meeting 2023

Notice of Annual General Meeting continued

Special resolutions

1. That, subject to the passing of resolution 9, in accordance with sections 570 and 573 of the Act, the Directors be and are generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorities granted by resolution 9 and/or sell ordinary shares held by the Company as if section 561 of the Act did not apply to any such allotment or sale provided that this power shall be limited:

i. to the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted under paragraph (ii) of resolution 9, such power shall be limited to the allotment of equity securities in connection with an offer by way of a fully pre-emptive offer only):

(a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(b) to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of any territory or any other matter; and

ii. to the allotment (otherwise than in the circumstances set out in paragraph (i) of this resolution) of equity securities or sale of treasury shares pursuant to the authority granted by paragraph (i) of resolution 9 up to an aggregate nominal amount of £241,598.

such power to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 5 October 2024, but so that the Company may make offers or agreements before the power expires which would or might require equity securities to be allotted (and/or treasury shares to be sold) after the power expires and so that the Directors may allot equity securities (and/or sell treasury shares) in pursuance of any such offer or agreement notwithstanding that the power conferred by this authority has expired.

1. That, subject to the passing of resolution 9, in accordance with sections 570 and 573 of the Act, the Directors be and are generally empowered in addition to any authority granted under resolution 11 to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by resolution 9 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale provided that this power shall be:

i. limited to the allotment of equity securities or sale of treasury shares pursuant to the authority granted by paragraph (i) of resolution 9 up to an aggregate nominal amount of £241,598; and
ii. used only for purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

such power to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 5 October 2024, but so that the Company may make offers or agreements before the power expires which would or might require equity securities (and/or

treasury shares to be sold) to be allotted after the power expires and so that the Directors may allot equity securities (and/or sell treasury shares) in pursuance of any such offer or agreement notwithstanding that the power conferred by this authority has expired.

1. That the Company be and is generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693 of the Act) of ordinary shares in the capital of the Company provided that:

i. the maximum aggregate number of ordinary shares authorised to be purchased is 48,319,778;
ii. the minimum price which may be paid for an ordinary share is the nominal value of an ordinary share at the time of such purchase;
iii. the maximum price which may be paid for an ordinary share is not more than the higher of:

(a) 105 per cent. of the average of the middle market quotation for an ordinary share as derived from the London Stock Exchange plc's Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
(b) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out, in each case, exclusive of expenses;

iv. unless previously varied, revoked or renewed this authority shall expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 5 October 2024;
v. the Company may make a contract of purchase of ordinary shares under this authority which would or might be executed wholly or partly after the expiry of this authority, and may make a purchase of ordinary shares in pursuance of any such contract; and
vi. any ordinary shares purchased pursuant to this authority may either be held as treasury shares or cancelled by the Company, depending on which course of action is considered by the Directors to be in the best interests of shareholders at the time.

1. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Recommendation

Your board of Directors ("Board") believe that each of the resolutions to be proposed at the Annual General Meeting is in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in favour of all of the resolutions proposed, as the Directors intend to do in respect of their own beneficial holdings.

BY ORDER OF THE BOARD

Lucy Williams
Group Company Secretary
Pets at Home Group Plc
6 June 2023

Registered Office:
Epsom Avenue
Stanley Green Trading Estate
Handforth Cheshire
SK9 3RN

Registered in England and Wales Registered Number: 8885072

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Pets at Home Group Plc Notice of Meeting 2023

Explanatory notes to the proposed resolutions

Resolutions 1 to 10 (inclusive) will be proposed as ordinary resolutions, which means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution. Resolutions 11 to 14 (inclusive) will be proposed as special resolutions, which means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be cast in favour of the resolution.

Resolution 1 – Receipt of 2023 Annual Report

The Directors are required to lay the Company's audited financial statements and the Directors' and auditor's reports before shareholders each year at the Annual General Meeting ("AGM"). The audited financial statements and the Directors' and auditor's reports for the year ended 30 March 2023 are included in the 2023 Annual Report.

Resolutions 2 and 3 – Approval of Directors' remuneration report and Directors' remuneration policy

The Directors' remuneration report ("Directors' Remuneration Report") is subject to an annual advisory shareholder vote by way of an ordinary resolution. Resolution 2 is to approve the Directors' Remuneration Report.

The annual statement from the Chairman of the Remuneration Committee, set out on pages 61 to 64 of the 2023 Annual Report, summarises, for the year ended 30 March 2023, the major decisions taken on Directors' remuneration, any substantial changes relating to Directors' remuneration made during the year, and the context in which those changes occurred and decisions have been taken.

The annual report on remuneration, set out on pages 61 to 86 of the 2023 Annual Report, provides details of the remuneration paid to Directors in respect of the year ended 30 March 2023, including base salary, taxable benefits, short-term incentives (including percentage deferred), long-term incentives vested in the year, pension-related benefits, any other items in the nature of remuneration and any sum(s) recovered or withheld during the year in respect of amounts paid in earlier years, all in accordance with the remuneration policy that was approved by shareholders at the 2020 Annual General Meeting.

The Directors' remuneration policy, set out on pages 65 to 75 of the 2023 Annual Report, provides details of the Company's proposed policy on Directors' remuneration (including the proposed policy on payments for loss of office). The Directors' remuneration policy is subject to a binding shareholder vote by way of an ordinary resolution, at least once every three years. Resolution 3 is to approve the Directors' remuneration policy with the changes outlined on page 64 of the 2023 Annual Report. The Directors' remuneration policy will, subject to shareholder approval, take effect from the conclusion of the AGM. Payments (including payments for loss of office) will continue to be made to the current and any former Directors in line with existing contractual arrangements until this time. Once the Directors' remuneration policy takes effect, all remuneration payments and payments for loss of office made by the Company to the current and any former Directors must be consistent with the Directors' remuneration policy or, if inconsistent with the Directors' remuneration policy, must have been separately approved by way of an ordinary resolution of the shareholders in accordance with the relevant provisions of the Act.

If the Directors' remuneration policy is approved and remains unchanged, it will be valid for up to three years without a new shareholder approval. If the Company wishes to change the Directors' remuneration policy, it must first seek the approval of the proposed revised Directors' remuneration policy from the shareholders before it can implement the proposed new Directors' remuneration policy.

Resolution 4 – Declaration of final dividend

The Board is recommending, and the shareholders are being asked to approve, the declaration of a final dividend of 8.3 pence per ordinary share for the year ended 30 March 2023. The final dividend will, subject to shareholder approval, be paid on 11 July 2023 to the holders of ordinary shares whose names are recorded on the register of members of the Company at the close of business on 16 June 2023.

Resolutions 5A, 5B, 5C, 5D, 5E and 5F and 6A and 6B – Individual re-election/election of Directors

In accordance with the UK Corporate Governance Code ("Code") and the Articles, every Director will stand for re-election/election at the AGM.

Following the outcome of the Board Evaluation process, the Nominations Committee concluded that each Director is effective in, and continues to show commitment to, their roles. The Board therefore recommends the proposed re-elections be approved. Biographical details for each Director, together with the reasons why their contributions are, and continue to be, important to the Company's long-term sustainable success, are set out in the Appendix and on pages 32 to 33 of the Annual Report.

Over half of the Directors standing for re-election/election are non-executive directors whom are considered independent under the Code.

Roger Burnley was appointed as an independent Non-Executive Director on 14 February 2023 and is therefore standing for election at the AGM.

Natalie-Jane Macdonald was appointed as an independent Non-Executive Director on 27 May 2023 and is therefore standing for election at the AGM.

Sharon Flood and Stanislas Laurent, both independent Non-Executive Directors, resigned with effect from 26 May 2023 and will therefore not be standing for re-election at the AGM.

Resolution 7 – Re-appointment of auditor

The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders, to hold office until the next such meeting.

The Audit and Risk Committee has reviewed the effectiveness, performance, independence and objectivity of the existing external auditor, KPMG LLP, on behalf of the Board, and concluded that the external auditor was in all respects effective.

Resolution 8 – Authority to agree auditor's remuneration

This resolution authorises the Directors, in accordance with standard practice, to negotiate and agree the fees to be paid to the auditor.

In practice, the Audit and Risk Committee will consider and approve the remuneration of the auditor on behalf of the Board.

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Pets at Home Group Plc Notice of Meeting 2023

Explanatory notes to the proposed resolutions continued

Resolution 9 – Authority to allot shares

This resolution seeks shareholder approval to grant the Directors the authority to allot shares in the Company, or to grant rights to subscribe for or convert any securities into shares in the Company ("Rights") pursuant to section 551 of the Act ("Section 551 authority"). The authority contained in paragraph (i) of the resolution will be limited to an aggregate nominal amount of £1,610,659, being approximately one-third of the Company's issued ordinary share capital as at 25 May 2023.

In line with guidance issued by the Investment Association, paragraph (ii) of this resolution would give the Directors authority to allot shares in the Company or grant Rights in connection with a fully pre-emptive offer up to aggregate nominal amount of £3,221,318 representing approximately two-thirds of the Company's issued ordinary share capital as at 25 May 2023, as reduced by the aggregate nominal amount of any allotments or grants under paragraph (i) of this resolution. The Company does not hold any shares in treasury.

If approved, the Section 551 authority shall, unless renewed, revoked or varied by the Company, expire at the end of the Company's next AGM after the resolution is passed or, if earlier, at the close of business on 5 October 2024. The exception to this is that the Directors may allot shares or grant Rights after the authority has expired in connection with an offer or agreement made or entered into before the authority expired. The Directors have no present intention to exercise the Section 551 authority other than in relation to employee share schemes.

Resolution 10 – Authority to make political donations and expenditure

The Company does not make, and does not intend to make, any political donations (to political parties or other political organisations) or incur political expenditure. However, the Company may from time to time make donations to animal welfare organisations, societies and charities. As the law in this area is widely drafted, it could prohibit these activities unless the Company has first obtained shareholder approval.

Resolutions 11 and 12 – Partial disapplication of pre-emption rights

These resolutions seek shareholder approval to grant the Directors the power to allot equity securities of the Company pursuant to section 570 and 573 of the Act ("Section 570 and 573 power") without first offering them to existing shareholders in proportion to their existing shareholdings.

The power in resolution 11 will be limited to allotments:

(i) for cash in connection with pre-emptive offers, subject to any arrangements that the Directors consider appropriate to deal with fractions and overseas requirements; and
(ii) otherwise for cash up to a maximum nominal value of £241,598, representing 5 per cent. of the Company's issued ordinary share capital as at 25 May 2023, which is in accordance with the relevant shareholder guidelines applicable to the Company.

Resolution 12 would give the Directors authority to allot a further 5 per cent. of the Company's issued ordinary share capital as at 25 May 2023 for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment contemplated by the Pre-Emption Group's Statement of Principles (as updated in November 2022) ("Statement of Principles").

The disapplication authorities under resolutions 11 and 12 are in line with the authorities sought at the AGM last year and the guidance set out in the Statement of Principles.

The Statement of Principles allow a board to seek authority from its shareholders to allot shares for cash otherwise than in connection with a pre-emptive offer representing (i) up to 10 per cent of a company's issued share capital for use on an unrestricted basis and (ii) up to a further 10 per cent. of a company's issued share capital for use in connection with an acquisition or specified capital investment announced either contemporaneously with the issue, or which has taken place in the preceding twelve month period and is disclosed in the announcement of the issue.

The Board notes the increased flexibility offered by the recent Statement of Principles but it has concluded that, at this time, the previous thresholds remain in the best interests of the Company and its shareholders.

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Pets at Home Group Plc Notice of Meeting 2023

If both resolutions 11 and 12 are passed, the Directors will have authority to allot shares for cash on a non-pre-emptive basis up to a maximum amount equal to 10 per cent. of the Company's issued share capital as at 25 May 2023, but with 5 per cent of that figure only being permitted to be used for the specific circumstances set out in resolution 12.

If approved, the Section 570 and 573 power shall apply until the end of the Company's next AGM after the resolution is passed or, if earlier, until the close of business on 5 October 2024. The exception to this is that the Directors may allot equity securities after the power has expired in connection with an offer or agreement made or entered into before the power expired. The Directors have no present intention to exercise the Section 570 and 573 power.

Resolution 13 – Authority to purchase own shares

This resolution seeks shareholder approval to grant the Company the authority to purchase its own shares pursuant to sections 693 and 701 of the Act.

This authority will be limited to an aggregate maximum number of 48,319,778 ordinary shares, representing 10 per cent. of the Company's issued share capital as at 25 May 2023.

The maximum price which may be paid for an ordinary share will be an amount which is not more than the higher of (i) 5 per cent. above the average of the middle market quotation for an ordinary share as derived from the London Stock Exchange Plc's Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out (in each case, exclusive of expenses).

If approved, the authority shall, unless varied, revoked or renewed, expire at the end of the Company's next AGM after the resolution is passed or, if earlier, at the close of business on 5 October 2024. The Directors will only exercise their authority under this resolution if it is in the best interests of shareholders generally and could be expected to result in an increase in the earnings per ordinary share of the Company. As announced on 25 May 2023, the Directors intend to undertake a buy back programme of up to, in aggregate, £50 million over the next 12 months. Any shares purchased under this resolution may be cancelled or held in treasury. The Directors believe it is desirable for the Company to have the choice, to give the Company flexibility in the arrangement of its capital base.

As at 25 May 2023, the Company had granted options and awards under its colleague share plans over in aggregate 8,630,204 ordinary shares (assuming full vesting and exercise). This represents 1.79% of the Company's issued share capital as at 25 May 2023.

If the Company were to buy back the maximum number of ordinary shares allowed under the authority under this resolution and the existing authority, and then cancel those shares, the total number of options and awards would represent approximately 1.98% of the Company's issued share capital as at 25 May 2023.

Resolution 14 – Notice period for general meetings other than AGMs

This resolution seeks shareholder approval to allow the Company to continue to call general meetings (other than AGMs) on 14 clear days' notice. In accordance with the Companies (Shareholders' Rights) Regulations 2009, the notice period required for general meetings of the Company is 21 clear days unless shareholders approve a shorter notice period (subject to a minimum period of 14 clear days).

AGMs will continue to be held on at least 21 clear days' notice.

If approved, the approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

The Company intends to only use the shorter notice period where the flexibility would be helpful given the business of the meeting the proposals were time sensitive and where the Company considers it is to the advantage of shareholders as a whole.

In accordance with the Act, the Company must make a means of electronic voting available to all shareholders for that meeting in order to be able to call a general meeting on less than 21 clear days' notice.

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Pets at Home Group Plc Notice of Meeting 2023

Explanatory notes as to the proxy, voting and attendance procedures at the Annual General Meeting

1. The holders of ordinary shares in the Company are entitled to attend the AGM and to vote. A member entitled to attend and vote may appoint a proxy to exercise all or any of their rights to attend, vote and speak at a general meeting. Such a member may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. A proxy need not be a member of the Company.

2. A form of proxy is enclosed with this notice. To be effective, a form of proxy must be completed and returned, together with any power of attorney or authority under which it is completed or a certified copy of such power or authority, so that it is received by the Company's registrars at the address specified on the form of proxy by 11.00 am on 4 July 2023 (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)). Returning a completed form of proxy will not preclude a member from attending the meeting and voting in person.

3. To be entitled to vote at the Annual General Meeting (and for the purposes of the determination by the Company of the number of votes they may cast), members must be entered on the Company's register of members by 6.00 pm on 4 July 2023 (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 register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

4. As at 25 May 2023, the Company's issued share capital consists of 483,197,785 ordinary shares of £0.01 each, carrying one vote each. Therefore, the total voting rights in the Company as at 25 May 2023 are 483,197,785.

5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

6. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must in order to be valid be transmitted so as to be received by the issuer's agent (ID 3RA50) by 11.00 am on 4 July 2023 (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 time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

7. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

8. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertified Securities Regulations 2001.

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Pets at Home Group Plc Notice of Meeting 2023

1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

2. Under section 527 of the Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.

3. In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holders.

4. Any member holding ordinary shares has the right to ask questions at the AGM. Any member may also submit questions in advance of the AGM by email to investorrelations@petsathome.co.uk or irelations@petsathome.co.uk.

5. A copy of this notice, and other information required by section 311A of the Act, can be found at https://investors.petsathome.com.

6. You may not use an electronic address provided in either this notice of Annual General Meeting or any related documents (including the Proxy Form) to communicate with the Company for any purposes other than those expressly stated.

7. The Directors have determined that all of the resolutions to be put to a vote at the Annual General Meeting will be decided on a poll.

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Pets at Home Group Plc Notice of Meeting 2023

Appendix

Directors standing for election and re-election

In accordance with the UK Corporate Governance Code, the Directors will retire and submit themselves for re-election by the shareholders each year. The Board confirms, following the outcome of the Board evaluation, that all Directors continue to provide effective and valuable contribution to the Board and demonstrate commitment to their roles. In reaching its recommendations the Board considered the individual skills and experience brought by each Director and the overall skill set of the Board. The Board also carefully considers other commitments held by each Director. Where a Director holds other roles, and prior to accepting any additional roles, attention is paid to ensuring they are able to commit sufficient time to the Group. The Board has determined that each Director has the ability to continue to provide the level of focus and time required to fulfil their individual obligations at Pets at Home Group notwithstanding their external appointments.

Lyssa McGowan – Chief Executive Officer

Lyssa joined Pets at Home in April 2022 as CEO Designate and as Chief Executive Officer from 1 June 2022. Lyssa was Chief Consumer Officer at Sky UK Limited and has broad experience of managing product, service and subscription-led businesses, leveraging deep capabilities in new product and service innovation, omnichannel development, marketing and customer experience excellence, and data and digital transformation. Lyssa brings strong corporate, strategic and operational expertise across a range of consumer-facing businesses, and a proven track record of growth at Sky, with significant experience in customer and digital-first initiatives across multiple channels and sites. Previously, Lyssa was a non-executive director of the Board of Wm Morrison Supermarkets plc until its sale to CD&R.

Mike Iddon – Chief Financial Officer

Mike joined Pets at Home in September 2016 as Chief Financial Officer. Mike was the Chief Financial Officer of New Look from 2014 until 2016. Prior to this, Mike held a number of finance roles at Tesco plc over a period of thirteen years, with his final position as Group Planning, Treasury and Tax Director. Before this he held finance roles with Kingfisher plc and Whitbread plc. He qualified as a Chartered Accountant with Arthur Andersen. Mike is also appointed as a non-executive director and Audit Committee chair at Wickes Group Plc.

Ian Burke – Chair

Ian was appointed as Chair Designate in March 2020 and as Chair in May 2020.

Ian has extensive board experience with past board positions including: Chair of Studio Retail Group Plc, Non-Executive Senior Independent Director of intu properties plc, CEO of Thistle Hotels, Chair of the privately owned veterinary group Vet Partners, and a long tenure on the board at Rank Group plc as non executive chair, executive chair and CEO.

Ian brings to the Board a wealth of experience from the leisure and retail sectors and has significant prior experience of participation in audit and remuneration committees.

Zarin Patel – Senior Independent Director & Non-Executive Director

Zarin was appointed to the Board of Pets at Home in 2021 and has wide ranging financial and commercial expertise. Zarin is also a Chartered Accountant.

Zarin is currently appointed as non-executive director and Chair of the Audit and Risk Committee of Anglian Water Services Limited, non-executive director and chair of the Audit and Risk Committee of HM Treasury and is a trustee of National Trust and Chair of its Audit Committee. Zarin is also a non-executive director at Hays Plc. Previously, Zarin was an independent member of the Audit and Risk Committee of John Lewis Partnership plc, Chief Financial Officer of the BBC, Chief Operating Officer of The Grass Roots Group plc and non-executive director and Senior Independent Director of Post Office Limited and member of its Audit and Risk Committee.

Dennis Millard – Non-Executive Director

Dennis Millard was appointed to the Board of Pets at Home, originally as Deputy Chairman and Senior Independent Director of Pets at Home Group Plc in February 2014. He has over 25 years' of experience in finance and strategy roles and as CFO of UK Plcs.

He has over 13 years' of experience as a non-executive director, senior independent director and chair of publicly listed and privately owned retail and service businesses (including The Watches of Switzerland Group, Halfords Group Plc, Superdry Plc and Debenhams Plc). He is a member of the South African Institute of Chartered Accountants and holds an MBA from the University of Cape Town.

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Pets at Home Group Plc Notice of Meeting 2023

Susan Dawson – Independent Non-Executive Director

Professor Susan Dawson was appointed to the Board of Pets at Home in July 2018. She qualified as a veterinary surgeon from Glasgow in 1983 and spent several years in veterinary practice before joining the University of Liverpool in 1988. Professor Dawson was a council member of the Royal College of Veterinary Surgeons (RCVS) and chair of the mind matters initiative. Susan was a member of the Veterinary Products Committee (2002-2011), a scientific advisory committee to Defra, and was also the veterinary adviser to the Antimicrobial Resistance and Healthcare Associated Infections Committee for the Department of Health. Professor Dawson was previously President of the British Small Animal Veterinary Association and Dean of the Institute of Veterinary Science at the University of Liverpool.

Roger Burnley – Independent Executive Director

Roger joined the Pets at Home Board in February 2023 and is an experienced retailer who spent ten years as an executive director of Sainsbury's before joining Asda as its Chief Operating Officer in 2016, becoming its CEO in 2017.

Roger was appointed CBE in the 2022 New Year Honours list for services to the food supply chain. In 2022, Roger took on the position of non-executive chairman of Finnbrogue Artisan, an Irish food manufacturer.

Natalie-Jane Macdonald – Independent Executive Director

Natalie-Jane was appointed to the Board of Pets at Home in May 2023.

Natalie-Jane is a graduate of Glasgow University and spent eight years as an NHS hospital physician before moving into the private sector where she spent 17 years at Bupa holding various roles, including Managing Director of Bupa Health and Wellbeing.

Natalie-Jane has chaired Nuffield Health, since May 2020 and was CEO of Sunrise Senior Living UK until 2021. Natalie is also a board member of Riverstone Living, a retirement living business and chairs Voyage Care, a healthcare services company providing support for people with learning disabilities. She also holds an MBA from London Business School.

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Pets at Home Group Plc

Epsom Avenue
Stanley Green Trading Estate
Handforth
Cheshire
SK9 3RN