Domino Pizza : Notice of AGM

DOMINO'S PIZZA GROUP PLC

NOTICE OF MEETING

DOMINO'S PIZZA GROUP PLC ANNUAL GENERAL MEETING 2023

CONTENTS

Letter from the Chair 2

Board of Directors 6

Notice of Annual General Meeting 8

Explanatory notes 10

(Incorporated and registered in England and Wales with registered number 03853545)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about its contents or as to the action which you should take, you are recommended to seek your own independent financial advice from your stockbroker, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 (as amended).

If you have sold or transferred all of your shares in Domino's Pizza Group plc (the 'Company'), please pass this document together with the accompanying Annual Report and Accounts for the 52 weeks ended 25 December 2022 (the 'Annual Report and Accounts') and the form of proxy ('Proxy Form') 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 onward transmission to the purchaser or transferee.

NOTICE OF ANNUAL GENERAL MEETING 2023

TO BE HELD AT: etc.venues, St. Pauls, 200 Aldersgate, London, EC1A 4HD

DATE AND TIME:

Thursday 4 May 2023 at 10:00 am

This document should be read as a whole together with the accompanying Annual Report and Accounts, the Proxy Form and the Notice of Annual General Meeting set out at the end of this document. Shareholders are requested to complete the enclosed Proxy Form in accordance with the instructions printed on it and return it to the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by no later than 10:00 am on Tuesday 2 May 2023 or, in the event of any adjournment of the Meeting, the time being 48 hours before the time appointed for holding the Meeting.

1

LETTER FROM THE CHAIR

DOMINO'S PIZZA GROUP PLC

Incorporated and registered in England and Wales with registered number 03853545

DIRECTORS:

Matt Shattock	(Chair)
Ian Bull	(Senior Independent Director)
Elias Diaz Sese	(Interim Chief Executive Officer)
Edward Jamieson	(Chief Financial Officer)
Natalia Barsegiyan	(Non-executive Director)
Tracy Corrigan	(Non-executive Director)
Stella David	(Non-executive Director)
Lynn Fordham	(Non-executive Director)
Usman Nabi	(Non-executive Director)
20 March 2023

To: Shareholders of Domino's Pizza Group plc Dear shareholder,

Annual General Meeting - Thursday 4 May 2023

The 2023 Annual General Meeting (the 'Meeting', 'AGM' or 'Annual General Meeting') of Domino's Pizza Group plc (the 'Company'), will be held at etc.venues, St. Pauls, 200 Aldersgate, London, EC1A 4HD, at 10:00 am on Thursday 4 May 2023. This document includes the Notice of AGM, which sets out the resolutions that shareholders are being asked to consider and vote on. These resolutions are a very important part of the governance of the Company and all shareholders are urged to vote, whether they are able to attend the Meeting or not.

The prime purpose of the AGM is for shareholders to hear from and ask questions of the Board of Directors (the 'Board') in relation to the business of the AGM. As we did last year, this year's AGM is being held in central London. We hope the central location and in person format will encourage shareholder attendance.

As is the Company's normal practice, voting at the AGM will be conducted by poll. This reflects the Company's established practice, and the Board considers that a poll is the best way of representing the views of as many shareholders as possible in the voting process. The results of the AGM voting on the resolutions will be published after the AGM and will be available on the Company's website.

We invite shareholders to raise any questions in connection with the business of the meeting by submitting any questions by email [e-mail] 10:00 am on Wednesday 26 April 2023. We will endeavour to answer any questions by 10.00 am on Thursday 27 April 2023, and publish the answers on our website. This will allow all shareholders, and especially those voting by proxy, to reflect on those answers before voting on the resolutions.

The Notice of Meeting contains certain items of business which are of a technical nature. I encourage you to read the enclosed Notice of the AGM which explains the particulars of the business to be considered at the meeting. There are ordinary resolutions numbered 1 to 16 and special resolutions numbered 17 to 20 to be transacted. All of these items of business are summarised and explained in detail below.

ORDINARY RESOLUTIONS (1 TO 16)

Ordinary resolutions 1 to 4 deal with the receipt by the shareholders of the Company's Annual Report and Accounts (including the Strategic report, the Directors' report and the Auditor's report) for the 52-week period ended 25 December 2022 (resolution 1), the re-appointment of PricewaterhouseCoopers LLP as auditor of the Company (resolution 2), the power to determine the auditor's remuneration (resolution 3), and the declaration of a final dividend of 6.8p per Ordinary share in the capital of the Company which has been recommended by the Directors of the Company (each a 'Director' and together the 'Directors') (resolution 4).

Resolutions 5 to 13 deal with the election or re-election of each of the existing Directors. The Company's Articles of Association require all Directors of the Company to submit themselves for re- election at each Annual General Meeting. Each of the Directors is, therefore, choosing to retire voluntarily at the AGM and, being eligible, submit themselves for re-election. Tracy Corrigan and Edward Jamieson both joined the Board since the last AGM and are standing for election for the first time.

Following a full performance evaluation of the Board (as at 8 March 2023), which included an assessment of the performance of each individual Director, the Nomination & Governance Committee has confirmed to the Board that each Director standing for re-election continues to make an effective and valuable contribution and that they demonstrate commitment to their respective roles. The Board, therefore, supports each Director's re-election and regards each Director as continuing to be important for the Company's long-term sustainable success. Biographical details of each of the Directors standing for election and re-election, which provides details of the relevant experience of each of the Directors, can be found on pages 6 and 7 of this document and pages 62 and 63 of the Annual Report and Accounts for those Directors on the Board as at 8 March 2023.

The Companies Act 2006 (the '2006 Act') requires quoted companies, at each general meeting at which statutory accounts are to be laid, to propose an ordinary resolution approving the Directors' Remuneration report for the year. Resolution 14 seeks shareholder approval of the Directors' Remuneration report for the 52 weeks ended 25 December 2022, which is included in the Annual Report and Accounts on pages 88 to 114. This vote will be in respect of the contents of that report. It has an advisory effect and, whether or not the resolution is passed, has no impact on any Director's level or terms of remuneration.

Resolution 15 deals with the authority of the Directors to issue and allot new Ordinary shares. The 2006 Act provides that Directors shall only allot unissued shares with the prior authority of shareholders in a general meeting. The existing authority granted to the Directors at the last Annual General Meeting to allot unissued Ordinary shares expires at the conclusion of this AGM. Accordingly, an ordinary resolution will be proposed to renew the Directors' authority pursuant to section 551 of the 2006 Act to allot Ordinary shares with a nominal value of up to £728,871, which represents approximately one-third of the total current issued Ordinary share capital as at 8 March 2023, being the last practicable date prior to the publication of this document (the 'Latest Practicable Date').

In accordance with institutional guidelines issued by the Investment Association, paragraph (b) of resolution 15 will be proposed to allow the Directors to allot equity securities (as defined within section 560 of the 2006 Act), including the Ordinary shares referred to in paragraph (a) of resolution 15, in connection with a pre-emptive offer by way of a rights issue to Ordinary shareholders up to a maximum nominal amount of £1,457,742, representing approximately two-thirds of the Company's existing share capital as at the Latest Practicable Date.

Although the Directors have no present intention to exercise this authority other than in connection with the satisfaction of share awards granted pursuant to the Company's employee share schemes, it will give the Directors flexibility to allot shares as may be necessary in the interests of the Company as a whole.

The authority granted under resolution 15 will, if granted, expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or, if earlier, 15 months from the date of the passing of the resolution, unless such authority is renewed prior to this time. The Directors intend to renew such power at successive Annual General Meetings in accordance with current best practice.

Resolution 16 is designed to deal with the rules on political donations contained in Part 14 of the 2006 Act.

Political donations to any political parties, independent election candidates, political organisations, or the incurring of political expenditure are prohibited unless authorised by shareholders in advance. Although the Company does not make, and does not intend to make, political donations to any political parties, independent election candidates, or political organisations, or to incur political expenditure, the legislation is very broadly drafted and may catch such activities as funding seminars or functions to which politicians are invited, or may extend to bodies concerned with policy review, law reform and representation of the business community that the Company and its subsidiaries might wish to support. Accordingly, the Directors have decided to put forward this resolution to permit political donations and political expenditure in case any of its activities in its normal course of business are, or could be, caught by the legislation.

This authority will cover the period from the date resolution 16 is passed until the conclusion of the Annual General Meeting of the Company to be held in 2024 or, if earlier, 15 months from the date of the passing of the resolution. As permitted under the 2006 Act, resolution 16 also covers any political donations made, or any political expenditure incurred, by any subsidiaries of the Company.