Notice of Kingfisher Plc 2019 Annual General Meeting Tuesday, 9 July 2019 at 2.00Pm
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Notice of Kingfisher plc 2019 Annual General Meeting Tuesday, 9 July 2019 at 2.00pm The Royal College of Physicians, 11 St Andrews Place, London NW1 4LE This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from a stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your shares in Kingfisher plc, please forward this notice, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. Kingfisher plc Registered office: 3 Sheldon Square, Paddington, London W2 6PX Registered in England No: 01664812 How to vote: You can vote by: i. submitting your vote online; ii. completing, signing and returning the enclosed proxy form; or iii. attending and voting at the AGM. Further information on how to vote and the applicable deadlines are set out on pages 8 to 10. All resolutions will be voted on a poll, where each shareholder has one vote for every ordinary share held. The Board believe that this results in a more accurate reflection of the views of all shareholders, and will ensure that all their votes are recognised, whether or not they are able to attend the meeting. For those attending the AGM, an interactive electronic voting system will be used. The results from this system will reflect both proxy votes submitted prior to the meeting and the votes cast Dear shareholder by those shareholders present at the meeting. The results of the voting on the resolutions will be displayed at the conclusion Annual General Meeting of the meeting and will, shortly after the meeting, be announced to the London Stock Exchange and also published I am pleased to enclose the Notice of Meeting for the on the company’s website. 2019 Annual General Meeting (the AGM) of Kingfisher plc, which will be held at The Royal College of Physicians, 11 St Andrews Place, London NW1 4LE on Tuesday, 9 July 2019 at 2.00pm. The Recommendation AGM provides a valuable opportunity, which I hope you will take, The Board believe that all the resolutions to be put to the AGM, for shareholders to share their views and to communicate with as set out in the following pages of this Notice, are in the best our Board of Directors. interests of the company’s members as a whole and will promote the success of the company. The Directors unanimously Further information on the AGM, the location of the venue and recommend that you vote in favour of all proposed resolutions, how to get there can be found on page 11 of this Notice. as the Directors intend to do in respect of their own shareholdings. The business to be considered Karen Witts and Anders Dahlvig will not be seeking re-election at the AGM, having stepped down as Directors of the company Most resolutions are standard matters that are dealt with as prior to the AGM. Karen Witts left the company with effect from a matter of course at every AGM. 21 March 2019 and Anders Dahlvig intends to resign from the Board with effect from 12 June 2019. Explanatory notes on the business to be considered at this year’s AGM appear on pages 5 to 7. The Directors and I look forward to seeing many of you at the AGM and we thank you for your continued support. If you would like to pose a question, but are unable to attend the meeting please email me your questions at Yours faithfully, [email protected]. We will provide responses to the topics most frequently raised and post these on our website, as well as making them available at the AGM. Andrew Cosslett Chairman 9 May 2019 2 NOTICE is hereby given that this year’s Annual General Meeting Resolution 10 will be held at The Royal College of Physicians, 11 St Andrews Place, London NW1 4LE on Tuesday, 9 July 2019 at 2.00pm to THAT Clare Chapman be re-elected as a Director of transact the following business. the company with effect from the end of the meeting. Resolutions 1 to 17 will be proposed as ordinary resolutions Resolution 11 and resolutions 18 to 21 will be proposed as special resolutions. Voting on all resolutions will be by way of a poll. THAT Rakhi Goss-Custard be re-elected as a Director of the company with effect from the end of the meeting. In this document (the Notice of AGM), all references to the Act are to the Companies Act 2006. Resolution 12 Resolution 1 THAT Véronique Laury be re-elected as a Director of the company with effect from the end of the meeting. THAT the company’s annual accounts for the financial year ended 31 January 2019 together with the Strategic Report, the Directors’ Report and Independent Auditor’s Report on those Resolution 13 accounts (the Annual Report and Accounts) be received. THAT Mark Seligman be re-elected as a Director of the company with effect from the end of the meeting. Resolution 2 THAT the Directors’ Remuneration Report (excluding that part Resolution 14 containing the Directors’ Remuneration Policy) (the DRR) set THAT Deloitte LLP be re-appointed as auditor of the company out on pages 76 to 99 of the Annual Report and Accounts to hold office until the conclusion of the next general meeting be received and approved. at which accounts are laid before the company. Resolution 3 Resolution 15 THAT the Directors’ Remuneration Policy (the Policy), THAT the Audit committee be authorised to determine the full text of which is contained on pages 81 to 87 of the the remuneration of the auditor. Annual Report and Accounts be received and approved, to take effect on the date of its adoption, being 9 July 2019. Resolution 16 Resolution 4 THAT in accordance with section 366 of the Act, the company and its subsidiaries are hereby authorised, at any time during THAT a final dividend of 7.49 pence per ordinary share be the period for which this resolution has effect, to: declared for payment on 15 July 2019 to those shareholders on the register at the close of business on 7 June 2019. i. make political donations to political parties, political organisations other than political parties and/or independent Resolution 5 election candidates not exceeding £75,000 in total; and ii. incur political expenditure not exceeding £75,000 in total, THAT Claudia Arney be elected as a Director of the company provided that the aggregate amount of any such donations with effect from the end of the meeting. and provided that in each case expenditure shall not exceed £75,000 during the period from the date of this resolution until Resolution 6 the conclusion of the next AGM of the company or, if earlier, until the close of business on 9 October 2020. THAT Sophie Gasperment be elected as a Director of the company with effect from the end of the meeting. For the purpose of this resolution, the terms ‘political donations’, ‘political parties’, ‘independent election candidates’, ‘political Resolution 7 organisations’ and ‘political expenditure’ have the meanings set out in sections 363 to 365 of the Act. THAT Andrew Cosslett be re-elected as a Director of the company with effect from the end of the meeting. Resolution 17 Resolution 8 THAT THAT Jeff Carr be re-elected as a Director of the company (A) the Directors be generally and unconditionally authorised, with effect from the end of the meeting. pursuant to section 551 of the Act, to allot shares in the company, and to grant rights to subscribe for or to convert any security into shares in the company: Resolution 9 i. up to an aggregate nominal amount of £110,499,646; and THAT Pascal Cagni be re-elected as a Director of the company with effect from the end of the meeting. ii. comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £220,999,292 (including within such limit any shares issued or rights granted under paragraph i) above) in connection with an offer by way of a rights issue: 3 a. to ordinary shareholders in proportion (as nearly as may be (B) used only for the purposes of financing (or refinancing, if practicable) to their existing holdings; and the authority is to be used within six months after the original b. to holders of other equity securities as required by the transaction) a transaction which the Board of the company rights of those securities or, if the directors consider it determines to be an acquisition or other capital investment of a necessary, as permitted by the rights of those securities, kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption and so that the Directors may impose any limits or restrictions Group prior to the date of this Notice of AGM, and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, Such authority to expire at the end of the next AGM of the record dates, legal, regulatory or practical problems in, or under company (or, if earlier, at the close of business on 9 October the laws of, any territory or any other matter.