Pets at Home : Notice of AGM

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, 7 July 2022 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 9 (inclusive) will

be proposed as ordinary resolutions and resolutions 10 to 13 (inclusive) will be proposed as special resolutions.

Ordinary resolutions

1. To receive the Company's audited financial statements for

the financial year ended 31 March 2022, together with the Directors' reports and the auditor's reports set out in the annual report for the year ended 31 March 2022 ("2022 Annual Report").

1. To approve the Directors' remuneration report for the year ended 31 March 2022, as set out on pages 115 to 139 of the 2022 Annual Report.
2. To declare a final dividend recommended by the Directors of 7.5 pence per ordinary share for the year ended
   31 March 2022.
3. By separate resolutions, to re-elect the following individuals as Directors of the Company:
   4A Mike Iddon
   4B Dennis Millard
   4C Sharon Flood
   4D Stanislas Laurent
   4E Susan Dawson
   4F Ian Burke
   4G Zarin Patel
4. To elect Lyssa McGowan as Director of the Company.
5. 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.
6. To authorise the Directors to set the fees paid to the auditor of the Company.
7. 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"):
8. 1. up to an aggregate nominal amount of £1,666,666; and
   2. comprising equity securities (as defined in section
      560 of the Act) up to an aggregate nominal amount of £3,333,333 (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 rights issue:
   3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
      2. 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 6 October 2023, 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.

9. 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:

1. make political donations to political parties and/or independent election candidates, not exceeding £100,000 in total;
2. make donations to political organisations other than political parties, not exceeding £100,000 in total; and
3. 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.

Special resolutions

10. That, subject to the passing of resolution 8, 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 8 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:

1. 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 8, such power shall be limited to the allotment of equity securities in connection with an offer by way of rights issue only):
2. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. 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

1. 1. 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 8 up to an aggregate nominal amount of £250,000,
      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 6 October 2023, 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.
2. That, subject to the passing of resolution 8, 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 10 to allot equity securities
   (as defined in section 560 of the Act) for cash under
   the authority given by resolution 8 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:
3. 1. limited to the allotment of equity securities or sale of treasury shares pursuant to the authority granted by paragraph (i) of resolution 8 up to an aggregate nominal amount of £250,000; and
   2. used only for purposes of financing (or refinancing, if the authority is to be used within 6 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 6 October 2023, 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.
4. 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:
5. 1. the maximum aggregate number of ordinary shares authorised to be purchased is 50,000,000;
   2. 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;

1. the maximum price which may be paid for an ordinary share is not more than the higher of:
2. 1. 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
   2. 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;
3. 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 6 October 2023;
4. 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
5. 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.

13. 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

10 June 2022

Registered Office:

Epsom Avenue

Stanley Green Trading Estate

Handforth Cheshire

SK9 3RN

Registered in England and Wales Registered Number: 8885072

Resolutions 1 to 9 (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 10 to 13 (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 2022 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 31 March 2022 are included in the 2022 Annual Report.

Resolutions 2 - Approval of Directors' remuneration report

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 115 to 118 of the 2022 Annual Report, summarises, for the year ended 31 March 2022, 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 115 to 139 of the 2022 Annual Report, provides details of the remuneration paid to Directors in respect of the year ended 31 March 2022, 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.

Resolution 3 - Declaration of final dividend

The Board is recommending, and the shareholders are being asked to approve, the declaration of a final dividend of 7.5 pence per ordinary share for the year ended 31 March 2022. The final dividend will, subject to shareholder approval, be paid on 12 July 2022 to the holders of ordinary shares whose names are recorded on the register of members of the Company at the close of business on 17 June 2022.

Resolutions 4A, 4B, 4C, 4D, 4E, 4F, 4G and 5 - 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 88 and 89 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.

Lyssa McGowan was appointed as CEO Designate on 25 April 2022 and as Group Chief Executive Officer with effect from 1 June 2022 and is therefore standing for election at the AGM.

Peter Pritchard, the Group's former Chief Executive Officer, resigned as a Director on 31 May 2022 and will therefore not be standing for re-election at the AGM.

Resolution 6 - 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 7 - 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.

Resolution 8 - 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

1. of the resolution will be limited to an aggregate nominal amount of £1,666,666, being approximately one-third of the Company's issued ordinary share capital as at 2 June 2022.

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 rights issue up to aggregate nominal amount of £3,333,333, representing approximately two-thirds of the Company's issued ordinary share capital as at 2 June 2022,

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 6 October 2023. 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.