Currys : Notice of Annual General Meeting 2022

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This document is important and requires your immediate attention.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from an independent professional advisor authorised under the Financial Services and Markets Act 2000 (or an appropriately authorised independent financial advisor if you are in a territory outside the United Kingdom).

If you have sold or transferred all of your shares in Currys plc, please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these to the person who now holds the shares.

Notice of 2022 Annual General Meeting

The Currys plc Annual General Meeting 2022 will be held on Thursday 8 September 2022 at 10.00am at Hilton London Kensington, 179-199 Holland Park Avenue, London W11 4UL.

Tea and coffee will be available before and after the meeting.

Shareholders are encouraged to vote on all resolutions proposed in advance of the Annual General Meeting, and to submit

any questions they may have for any member of the Board to [e-mail]. Please submit your votes and questions before 10.00am on Tuesday 6 September 2022.

Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the Annual General Meeting. Appointments can be registered electronically on www.sharevote.co.uk and must be received by Currys plc's registrars no later than 10.00am on Tuesday 6 September 2022.

Currys plc

Registered office: 1 Portal Way, London W3 6RS

Registered in England and Wales number: 07105905

2 Currys plc  Notice of Annual General Meeting 2022

Notice of 2022 Annual General Meeting

Notice is hereby given that the eighth Annual General Meeting ('AGM') of the members of Currys plc (the 'Company') will be held on Thursday 8 September 2022 at 10.00am 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 30 April 2022.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report set out on pages 132 to 147 of the Annual Report and Accounts 2021/22.

Directors' Remuneration Policy

3. To approve the Directors' Remuneration Policy set out on pages 119 to 129 of the Annual Report and Accounts 2021/22.

Dividend

4. To declare a final dividend of 2.15p per ordinary share for the year ended 30 April 2022.

Election of Director

5. To elect Ian Dyson 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 Andrea Gisle Joosen 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 appoint 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

15. 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
3. 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 29 October 2023 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2023, 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

16. 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 29 October 2023 and the conclusion of the annual general meeting of the Company to be held in 2023 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.

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Special Resolutions

Disapplication of pre-emption rights

17. That, subject to the passing of Resolution 16 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 15 September 2021 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 16 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 16 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.

1. 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;
2. this authority shall expire at the close of business on
   29 October 2023 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2023; and
3. 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

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;

Nigel Paterson

Company Secretary

6 July 2022

Registered office: 1 Portal Way, London, W3 6RS

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Explanatory notes

Resolutions 1 to 16 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the total voting rights of members who vote must be in favour of the resolution.

Resolutions 17 to 19 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three quarters of the total voting rights of members who vote must be in favour of the resolution.

Annual Report and Accounts

Resolution 1

The Act requires the directors of a public company to present the Company's Annual Report and Accounts to shareholders at a general meeting. Copies of the full Annual Report and Accounts for the period ended 30 April 2022 (the 'Annual Report and Accounts 2021/22') are available on the Company's website at www.currysplc.com/investors.

Remuneration Report

Resolution 2

In accordance with the Act, shareholders are invited to approve the Directors' Remuneration Report for the financial period ended 30 April 2022. The Directors' Remuneration Report sets out the pay and benefits received by each of the directors for the financial period and is set out on pages 132 to 147 of the Annual Report and Accounts 2021/22.

The vote on this resolution is advisory only and the directors' entitlement to remuneration is not conditional on its being passed.

Remuneration Policy

Resolution 3

In accordance with the Act, the Company proposes an ordinary resolution to approve the Directors' Remuneration Policy set out on pages 119 to 129 of the Annual Report and Accounts 2021/22.

The Act requires the Directors' Remuneration Policy to be put to shareholders for approval annually unless the policy as approved by shareholders remains unchanged, in which case the Company need only propose a similar resolution at least every three years. The Company's current policy was last approved by shareholders at the annual general meeting held in 2019. Accordingly, shareholders are invited to approve the proposed new Directors' Remuneration Policy at the AGM. The new policy sets out how the Company proposes to pay its directors and includes details of the Company's approach to recruitment remuneration and loss of office payments.

The vote on this resolution is binding and if approved by the shareholders would mean that the directors could only make remuneration payments in accordance with the approved policy unless such payments had otherwise been approved by a separate shareholder resolution. The new policy would take effect at the conclusion of the AGM and would apply for a period of up to three years until replaced by a new or amended policy.

Dividend

Resolution 4

Final dividends must be approved by shareholders but must not exceed the amount recommended by the directors. If the dividend is approved, it will be paid on 16 September 2022 to shareholders on the register of members at the close of business on 5 August 2022.

Directors

Resolution 5

Since the annual general meeting held on 15 September 2021, Ian Dyson has been appointed by the Board as a director and the Chair. As required by the Articles of Association of the Company, Ian Dyson will stand for election by shareholders for the first time.

In reviewing the recommendation of the Nominations Committee concerning his election, the Board concluded that Ian Dyson will make an effective and valuable contribution to the Board. The Board unanimously recommends his election.

Biography

Ian Dyson is currently Chair of ASOS plc and a non-executive director of InterContinental Hotels Group plc but will step down from these roles in August 2022 and February 2023 respectively.

Ian has held numerous executive and financial roles, including Group Finance

• Operations Director for Marks & Spencer Group plc, Chief Executive Officer of Punch Taverns plc, Finance Director for the Rank Group Plc, and Group Financial Controller and Finance Director for the hotels division of Hilton Group plc.

Ian brings a wealth of experience across consumer facing industries and public company boards.

Resolutions 6 to 12

Notwithstanding the specific rotational retirement provisions in the Company's Articles of Association, the Board has determined that, in accordance with the 2018 UK Corporate Governance Code, all members of the Board will retire from office at the AGM, and each shall stand for re-election.

The biographies of all the directors standing for re-election are set out on pages 82 and 83 of the Annual Report and Accounts 2021/22.

Following the externally facilitated Board evaluation process conducted during the year, the Board, supported by the Nominations Committee, considers that each of the directors proposed for re-election has demonstrated commitment to the role and continues to make an effective and valuable contribution that is important to the Company's long-term sustainable success. The Board is content that each non-executive director seeking re-election is independent in character and there are no relationships or circumstances likely to affect their character or judgement.

Auditor appointment and remuneration

Resolution 13

The Act requires the directors of a public company to appoint an auditor at each general meeting at which accounts are presented, to hold office until the conclusion of the next such meeting. The Audit Committee has recommended to the Board, and the Board now proposes to shareholders, the appointment of KPMG LLP, as the Company's external Auditor. This is the first year that KPMG LLP will be put forward for appointment as the external Auditor. The reasons for the Audit Committee's recommendation are outlined on page 108 of the Annual Report and Accounts 2021/22. Further information on the tender process to select a new external auditor is detailed in the 2020/21 Annual Report. Deloitte LLP are not seeking reappointment as

the external Auditor and will cease to hold office at the conclusion of the Company's AGM on 8 September 2022 following the completion of the audit of the Annual Report and Accounts 2021/22. As required by the Act, Deloitte LLP has provided the Company with a statement of circumstances as regards its ceasing to hold office and a copy of this statement is appended to this document. The letter confirms that there are no circumstances connected with their ceasing to hold office that Deloitte consider should be brought to the attention of the members or creditors of the Company. The Audit Committee has confirmed to the Board that its recommendation is free from third-party influence and that no restrictive contractual provisions have been imposed on the Company limiting the choice of auditor.

Resolution 14

The Act requires that the auditor's remuneration be fixed by the Company's shareholders or in such a manner as they determine. This resolution proposes that the directors be authorised to determine the remuneration of the Auditor. The Audit Committee will consider and approve the audit fees on behalf of the Board.

Political donations

Resolution 15

Part 14 of the Act requires companies to obtain shareholders' authority for donations to registered political parties and other political organisations totalling more than £5,000 in any 12-month period, and for any political expenditure, subject to limited exceptions. The definitions of political donations and political expenditure are very wide and extend to bodies such as those concerned with policy review, law reform and the representation of the business community. It could include special interest groups, such as those

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involved with the environment, which the Company and its subsidiaries might wish to support, even though these activities are not designed to support, or influence support for, a particular party.

It remains the policy of the Company not to make political donations nor incur political expenditure as those expressions are normally understood. The directors consider, however, that it is in the best interests of shareholders for the Company to participate in public debate and opinion-forming on matters which affect its business. To avoid inadvertent infringement of the Act, the directors are seeking shareholders' authority for the Company and its subsidiaries to make political donations and to incur political expenditure on a precautionary basis, up to the amount specified in the resolution.

No political expenditure was incurred during the period ended 30 April 2022 as confirmed on page 85 of the Annual Report and Accounts 2021/22.

The authority set out in this resolution will expire at the close of business on 29 October 2023 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2023. It is envisaged that renewal will be sought at the 2023 and subsequent annual general meetings.

Allotment of shares

Resolution 16

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 nominal amount of the issued ordinary share capital of the Company as at 6 July 2022*, being within the limits prescribed by The Investment Association.

The authority sought under this resolution will expire at the close of business on 29 October 2023 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2023.

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 2022*, no ordinary shares were held by the Company as treasury shares.

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 16, 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 2022* 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 29 October 2023 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2023. 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 2022*.

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:

1. 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 2022* there were outstanding options (granted under all share option schemes operated by the Company) to subscribe for 83,693,951 new ordinary shares in the Company. This represented 7.38% 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 7.97% of the issued share capital at such date.

The directors announced in November 2021 that there would be a £75m share buyback programme. 32,963,792 shares were purchased at a cost of £31,999,999 between 14 January 2022 and 11 March 2022 and these shares were cancelled. The directors intend to continue the programme. 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 2023. 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 2022 being the latest practicable date prior to the publication of this Notice of AGM.