B&M European Value Retail S.A. — Proxy Solicitation & Information Statement 2018

Jun 21, 2018

FORM OF PROXY B&M European Value Retail S.A.

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 Monday, 30 July 2018 commencing at 1:00 pm (CET) at the Sofitel Luxembourg Europe, 4, rue du Fort Niedergrünewald, L-2226 Luxembourg.

This Form of Proxy is for completion by shareholders who hold registered 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 Luxembourg Europe, 4, rue du Fort Niedergrünewald, L-2226 Luxembourg on Monday, 30 July 2018, commencing at 1:00 pm (CET).

Please complete, sign and return this form to Link Asset Services S.A., 9, Allée Scheffer, L-2520 Luxembourg in the envelope provided so as to be received by no later than 1:00 pm (CET) on Thursday, 26 July 2018.

FORM OF PROXY B&M European Value Retail S.A. EXTRAORDINARY GENERAL MEETING		Bar Code
		Investor Code:
		Event Code:
Name of proxy		I/We being a holder of ordinary shares of the Company hereby appoint the Chairman of the meeting OR the person indicated in the box below (see over Note 1) Number of shares proxy appointed over
on each resolution.		as my/our proxy to vote on my/our behalf at the EGM of the Company to be held at 1:00 pm (CET) on Monday 30 July 2018 (and, unless otherwise provided, at any adjournment thereof) in respect of the resolutions proposed for adoption at the EGM. I/We have indicated with an "X" below how I/we wish my/our votes to be cast
If you wish to appoint multiple proxies see over Note 2. Please tick this box if this proxy appointment is one of multiple appointments being made:
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 Proxy.
RESOLUTIONS	Vote withheld Against For	RESOLUTIONS	Against Vote For
1. To amend Article 1.1 of the articles of association of the Company (the "Articles") to refer to the Luxembourg law on Commercial Companies as		8. To insert a new Article 26 in the Articles on the power for shareholder(s) to ask written questions of the Board under the Law, and to renumber the
amended (the "Law"). 2. To amend Article 2.2 of the Articles to empower the Board to transfer the registered office of the Company to other municipalities in Luxembourg		articles following it accordingly. 9. To amend Article 11.1 of the Articles to increase the aggregate cap of director fees per annum.
and renumber Articles 2.4, 2.5 and 2.6 3. To amend Article 24.6.3 of the Articles to extend the period for the display		10. To amend Article 24.6 of the Articles by removing the requirement for various consents of bondholders as permitted by the Law.	withheld
of the documents for EGM's. 4. To authorise the Board to be able to issue shares for free to employees		11. To amend Article 24.9 of the Articles to reduce the shareholding threshold required for the adjournment of general meetings.
and officers of the Group. 5. To amend Article 5.2 of the Articles to update the amount of the		12. To amend Article 25 of the Articles to remove the pre-set date and time of AGM's.
authorised share capital of the Company. 6. To renew the authority under Article 5.2 of the Articles for the Board to issue shares in the Company and receive the report of the Board pursuant to art. 420-26 of the Law.		13. To amend Article 31.4 of the Articles to reflect updates in the Law on capital impairment rules. 14. To amend miscellaneous technical references and typographical points in the Articles generally.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature Date

In the case of a corporation this proxy 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. Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 1. Under Luxembourg law, you may only appoint more than one proxy if (i) you hold shares in more than one securities account or (ii) if you act professionally on behalf of natural or legal persons. To appoint more than one proxy you may photocopy this form. Please indicate in the box next to the proxy holder's name (see over) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box (see over) if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. If you submit more than one valid proxy appointment in respect of the same share, the appointment received last before the latest time for the receipt of proxies will take precedence.
• 1. Any alterations to this form should be initialled.
• 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. 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 Share Register of the Company as at 12:00 midnight (CET) on Monday 16 July 2018. Changes to entries on the Share Register after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. In the case of joint holdings, unless otherwise notified to the Company by the joint holders, the vote of the senior joint holder who tenders voting instructions will be accepted to the exclusion of the voting instructions of the other joint holder(s). For this purpose seniority will be determined by the order in which the names stand in the Company's Share Register in respect of their joint holdings.
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
• 1. The Form of Proxy must arrive at Link Corporate Services S.A., 9, Allée Scheffer, L-2520 Luxembourg, Grand-Duchy of Luxembourg, in the envelope provided so as to be received by no later than 1:00 pm (CET) on Thursday, 26 July 2018. Any form of proxy received after that deadline will be disregarded.