B&M European Value Retail S.A. — Proxy Solicitation & Information Statement 2016

Jun 24, 2016

Registered Office: 9, Allée Scheffer, L-2520 Luxembourg, Grand-Duchy of Luxembourg RCS Luxembourg B 187275

Barcode:

Investor Code:

EXTRAORDINARY GENERAL MEETING of B&M European Value Retail S.A. to be held on Friday, 29 July 2016 commencing at 1:00 pm (CET) at the Sofitel Grand-Ducal, 40, Boulevard d'Avranches, L-1160 Luxembourg.

This Form of Direction is for completion by holders of Depositary Interests representing shares in B&M European Value Retail S.A. (the "Company").

It is to be used in relation to the Extraordinary General Meeting (the "EGM") of the Company to be held at the Sofitel Grand-Ducal, 40, Boulevard d'Avranches, L-1160 Luxembourg on Friday, 29 July 2016, commencing at 1:00 pm (CET).

Please complete, sign and return this form to Capita Asset Services, PXS, 34, Beckenham Road, Beckenham, Kent BR3 4TU, England in the reply paid envelope provided so as to be received by no later than 1:00 pm (CET) on Tuesday 26 July 2016.

FORM OF DIRECTION B&M European Value Retail S.A.
EXTRAORDINARY GENERAL MEETING	Bar Code
	Investor Code:
	Event Code:
	I/We being a holder of Depositary Interests of the Company hereby instruct Capita IRG Trustees Limited (the "Depositary"), to vote on my/our behalf in person or by proxy at the EGM of the Company to be held on Friday 29 July 2016 (and unless otherwise stated at any adjournment thereof) in respect of the resolutions proposed for
adoption at the EGM as directed by an "X" in the spaces below.
	Please indicate with an "X" in the spaces below how you wish your vote to be cast. If no indication is given, you will be deemed to have instructed the
Depositary to abstain from voting on the specified resolution.
	For the full text of the resolutions to be put to the EGM, please refer to the agenda of the EGM enclosed with this Form of Direction.
RESOLUTIONS
	withheld Against Vote For
Extraordinary resolution
1. To amend article 5.2 of the articles of association of the Company.
Ordinary resolution
2. To confirm that the Directors have full power to issue shares on a
non-pre-emptive basis up to 10% of the issued share capital.

In the case of joint holders only one holder needs to sign. In the case of a corporation this form must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised stating their capacity (e.g. director, secretary).

Notes

• 1. Please indicate how you wish your votes to be cast by placing an "X" in the box provided. On receipt of this Form of Direction, duly signed, you will be deemed to have authorised the Depositary to vote, or to abstain from voting, as per your instructions. The omission to cross a box shall be considered as an abstention to vote on the relevant resolution.
• 1. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 1. To be effective, this Form of Direction and the power of attorney or other authority (if any) under which it is signed, or a notarised or otherwise certified copy of such power or authority, must be deposited at Capita Asset Services, PXS, 34, Beckenham Road, Beckenham, Kent BR3 4TU England by no later than 1:00 p.m. (CET) on Tuesday 26 July 2016. Any Form of Direction received after that deadline will be disregarded.
• 1. The Depositary will appoint the Chairman of the EGM as proxy to cast your votes. The Chairman may also vote or abstain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the EGM.
• 1. Any alterations made to this Form of Direction must be initialled.
• 1. Depositary Interests held in uncertificated form in CREST may also vote through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual. To give an instruction via the CREST system, CREST messages must be received by the issuer's agent RA10 by no later than 1:00 p.m. (CET) on Tuesday 26 July 2016. Further details may be found in the Notice of the EGM which accompanies this Form of Direction. The Company may treat as invalid a voting instruction sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. Depositary Interest holders wishing to attend the EGM should request a Letter of Representation by contacting the Depositary at Capita IRG Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England or email custodymgt@capitaregistrars.com by no later than 1:00 pm (CET) on Tuesday 26 July 2016. Entitlement to attend and vote at the meeting and the number of votes which may be cast at the meeting will be determined by reference to the Depositary Interests Register of the Company as at 12:00 midnight (CET) on Friday 15 July 2016. Changes to entries on the Depositary Interests Register after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.