Currys : Notice of Annual General Meeting 2022

Notice is hereby given that the ninth Annual General Meeting ('AGM') of the members of Currys plc (the 'Company') will be held at 11.00am on Thursday 7 September 2023 at Hilton London Kensington, 179-199 Holland Park Avenue, London, W11 4UL.

Shareholders will be asked to consider and, if thought fit, to pass the following resolutions all of which are being proposed as ordinary resolutions except for resolutions 17, 18 and 19 which will be proposed as special resolutions. Voting on all resolutions will be by way of a poll.

Notes explaining the resolutions are provided on pages 4 and 5.

Ordinary Resolutions

Annual Report and Accounts

1. To receive the Company's Annual Report and Accounts, including the strategic report and the reports of the directors and auditor for the period ended 29 April 2023.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report set out on pages 125 to 157 of the Annual Report and Accounts 2022/23.

Election of directors

1. To elect Magdalena Gerger as a director.
2. To elect Adam Walker as a director.

Re-election of directors

1. To re-elect Alex Baldock as a director.
2. To re-elect Eileen Burbidge MBE as a director.
3. To re-elect Tony DeNunzio CBE as a director.
4. To re-elect Ian Dyson as a director.
5. To re-elect Bruce Marsh as a director.
6. To re-elect Fiona McBain as a director.
7. To re-elect Gerry Murphy as a director.

Auditor

1. To reappoint KPMG LLP as auditor of the Company to hold office until the end of the next general meeting at which accounts are laid before the members of the Company.
2. To authorise the directors to determine the auditor's remuneration.

Political donations

14. That, in accordance with sections 366 and 367 of the Companies Act 2006 (the 'Act') and for the purposes of Part 14 of the Act, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised to:

1. make political donations to political parties and / or independent election candidates not exceeding £25,000 in total;
2. make political donations to political organisations other than political parties not exceeding £25,000 in total; and

(c) incur political expenditure not exceeding £25,000 in total,

during the period beginning with the date of passing of this resolution and ending at the close of business on 28 October 2024 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2024, provided that the total aggregate amount of the political donations and political expenditure made or incurred by the Company and its subsidiaries shall not exceed £25,000.

For the purposes of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 to 365 of the Act as at the date of this Notice of AGM.

All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Act are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation and approval.

Authority to allot shares

15. That the directors are generally and unconditionally authorised, pursuant to, and in accordance with, section 551 of the Act to exercise all the powers of the Company to allot shares (as defined in section 540 of the Act) in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £377,832. This authority shall expire at the earlier of close of business on 28 October 2024 and the conclusion of the annual general meeting of the Company to be held in 2024 except that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired and the directors may allot shares or grant rights under any such offer or agreement as if the authority had not expired. All authorities vested in the directors on the date of this Notice of AGM to allot shares or grant rights that remain unexercised at the commencement of this AGM are revoked.

Share Scheme

16. That the Currys Savings-Related Share Option Scheme 2023 ('SAYE'), the principal terms of which are summarised in the Appendix to this Notice of AGM, and the draft rules of which are produced to the meeting and initialled by the Chair of the meeting for the purpose of identification, is approved and the Directors are authorised to:

1. do all acts and things which they may consider necessary or expedient to implement and operate the SAYE; and
2. adopt further plans based on the SAYE, but modified, to apply in any overseas jurisdictions to take account of local tax, exchange control or securities laws, provided that any ordinary shares made available under any such further plans are treated as counting against any limits on individual or overall participation in the SAYE.

Special Resolutions

Disapplication of pre-emption rights

17. That, subject to the passing of Resolution 15 in this Notice of AGM, and in place of the existing power given to the directors pursuant to the special resolution of the Company passed on 8 September 2022 to the extent unexercised, the directors are empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by Resolution 15 or by way of a sale of treasury shares as if section 561 of the Act did not apply to any such allotment, such power to be limited to:

1. the allotment of equity securities or sale of treasury shares for cash in connection with a pre-emptive offer or rights issue that is open for acceptance for a period determined by the directors to the holders of ordinary shares on the register on any fixed record date in proportion to their holdings of ordinary shares, subject in each case to such exclusions or other arrangements as the directors may deem necessary or appropriate in relation to fractions of such securities, treasury shares any legal or practical problems, the requirements of any regulatory body or any other matter; and
2. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) above) up to a maximum aggregate nominal value of £56,675,

and this power to expire (unless previously renewed, varied or revoked by the Company in general meeting) on the revocation or expiry of the authority conferred on the directors by Resolution 15 in this Notice of AGM, save that in each case prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires, and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

Authority to purchase own shares

18. That, pursuant to section 701 of the Act, the Company is unconditionally and generally authorised for the purposes of section 693 of the Act to make market purchases (as defined in section 693(4) of the Act) of its ordinary shares provided that:

1. the maximum aggregate number of shares hereby authorised to be purchased is 113,349,465;
2. the minimum price (exclusive of expenses) which may be paid for each such share is its nominal value;
3. the maximum price (exclusive of expenses) that may be paid for each such share is the higher of (a) an amount equal to 5% over the average closing price for an ordinary share, based on the London Stock Exchange Daily Official List for the five business days immediately prior to the day on which the Company agrees to buy the shares; and (b) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out;

1. this authority shall expire at the close of business on
   28 October 2024 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2024; and
2. the Company may enter into a contract or contracts to purchase ordinary shares prior to the expiry of this authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares pursuant to any such contract or contracts as if this authority had not expired.

Notice of general meetings

19. That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Recommendation

The directors consider that all the resolutions proposed in this Notice of AGM are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the members' benefit. The directors unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial holdings (other than in respect of those matters in which they have an interest).

By Order of the Board,

Nigel Paterson

Company Secretary

6 July 2023

Registered office: 1 Portal Way London

W3 6RS

Allotment of shares

Resolution 15

The purpose of this resolution is to renew the directors' general authority to allot new shares in the Company and to grant rights to subscribe for, or to convert any securities into, shares. If passed, this resolution will give the directors authority to allot unissued share capital in any circumstances up to a maximum aggregate nominal value of £377,832 being a sum equal to approximately one-third of the issued ordinary share capital of the Company as at 6 July 2023*, being within the limits prescribed by The Investment Association.

The authority sought under this resolution will expire at the close of business on 28 October 2024 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2024.

There are no present plans to allot new shares in the Company, other than in connection with employee share schemes. However, the directors consider it desirable to maintain the flexibility that this authority provides to respond to market developments and to enable allotments to take place to finance business opportunities as they arise. As at 6 July 2023*, no ordinary shares were held by the Company as treasury shares.

Share Scheme

Resolution 16

The Currys Savings-Related Share Option Scheme 2023 ('SAYE') will replace the Company's existing savings related share option scheme ('Existing Scheme') which was established in 2013. The SAYE is a savings-related share option scheme under which options to acquire ordinary shares in the Company may be granted to qualifying employees. The SAYE is intended to satisfy the conditions of schedule 3 to the Income Tax (Earnings & Pensions) Act 2003 such that options granted pursuant to the SAYE may benefit from certain tax reliefs on exercise of the options. The SAYE is similar to the Existing Scheme, but has been updated primarily to reflect changes in legislation and practice since the Existing Scheme was adopted. A summary of the principal terms of the SAYE is set out in the Appendix to this Notice of AGM.

Disapplication of pre-emption rights

Resolution 17

If the directors allot new shares or other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares or securities are offered first to shareholders in proportion to their existing holdings (known as pre-emption rights).

The Act permits the disapplication of pre-emption rights by a special resolution of the Company. The purpose of Resolution 17 is to empower the directors to allot new shares pursuant to the authority given by Resolution 15, or to sell treasury shares, for cash free from statutory pre-emption rights in certain limited situations. The power sought replicates the power granted at last year's annual general meeting and which is due to expire at the AGM.

Sub-paragraph (a) of Resolution 17 seeks shareholder approval to allow the directors to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions. This will enable the Board to make arrangements it deems appropriate to deal with certain legal, regulatory or practical difficulties.

For example, in a pre-emptive rights issue, there may be difficulties in relation to fractional entitlements or the issue of new shares to certain shareholders, particularly those residing in certain overseas jurisdictions.

Sub-paragraph (b) of Resolution 17 seeks shareholder approval to allow the directors to allot shares for cash (otherwise than in connection with a pre-emptive offer or rights issue) up to a maximum aggregate nominal value of £56,675 which represents approximately 5% of the nominal amount of the issued ordinary share capital as at 6 July 2023* without the shares first being offered to existing shareholders in proportion to their existing holdings.

The 5% maximum limit is in line with the Pre-Emption Group's Statement of Principles. Additionally, in accordance with those Principles, the directors do not intend to issue for cash, on a non-pre-emptive basis, more than 7.5% of the issued ordinary share capital of the Company over a rolling three-year period without prior consultation with shareholders.

The directors do not intend to seek a separate disapplication power over an additional 5% of the share capital for specific use in connection with acquisitions or capital investments as permitted by the Pre-Emption Group.

Authority to purchase own shares

Resolution 18

The Act permits a company to purchase its own shares provided that the purchase has been authorised by the company in general meeting. This resolution renews the authority granted at last year's annual general meeting and grants the Company authority to purchase its own shares up to a maximum amount of 113,349,465 until the close of business on 28 October 2024 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2024. In line with institutional investor guidelines, the maximum number of shares that can be repurchased under this resolution represents 10% of the ordinary shares in issue as at 6 July 2023*.

The Company will comply with the Financial Conduct Authority's Listing Rules and relevant investor guidelines in force at the time the Company undertakes any purchase of its own shares. The Listing Rules in force at the date of this document specify that the maximum price for each share is the higher of: (i) 5% above the average market value of the Company's equity shares for the five business days prior to the day the purchase is made; and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out. The minimum price for a share shall be its nominal value.

As at 6 July 2023* there were outstanding options (granted under all share option schemes operated by the Company) to subscribe for 99,417,460 new ordinary shares in the Company. This represented 8.77% of the Company's issued ordinary share capital at that date. If this authority to repurchase were exercised in full, such options would represent approximately 9.75% of the issued share capital at such date.

The directors have no present intention of exercising this authority but wish to have the flexibility to do so in future. The directors only propose to make share purchases where the expected effect would be to increase earnings per share and, having reviewed the overall financial position of the Company, if such purchases were considered to be in the best interests of the shareholders generally. Furthermore, any director with a conflict of interest in respect of a particular exercise of the Company's power to purchase its own shares will not be involved in the decision to so exercise such power.

Any purchases would be made through the London Stock Exchange and purchased shares would be cancelled (in which case the number of shares in issue would thereby be reduced) or, alternatively, held in treasury, depending on which course of action is considered by the directors to be in the best interests of the shareholders at that time.

Notice of general meetings

Resolution 19

The Act requires the notice period for a general meeting of listed companies to be 21 clear days unless the shareholders of the Company approve a shorter notice period, which cannot be less than 14 clear days. However, for annual general meetings, the requirement remains as 21 clear days.

Where a company wishes to take advantage of this 14 clear days' notice period for a general meeting (other than an annual general meeting), it must:

1. offer a facility for members to vote by electronic means; and (ii) pass an annual resolution of members approving the reduction of the minimum notice period from 21 to 14 clear days. Resolution 19 seeks such approval.

If passed, this authority will remain in effect until the date of the annual general meeting of the Company to be held in 2024. The shorter notice period will not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of the shareholders as a whole.

*   6 July 2023 being the latest practicable date prior to the publication of this Notice of AGM.