B&M European Value Retail S.A. — Proxy Solicitation & Information Statement 2019

Jun 18, 2019

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FORM OF DIRECTION 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:

ANNUAL GENERAL MEETING of B&M European Value Retail S.A.

to be held on Friday, 26 July 2019 commencing at 12:00 noon (CET) at

the Sofitel Luxembourg Europe, 4, rue du Fort Niedergrünewald, L-2226 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 Annual General Meeting (the "AGM") of the Company to be held at the Sofitel Luxembourg Europe, 4, rue du Fort Niedergrünewald, L-2226 Luxembourg on Friday 26 July 2019, commencing at 12:00 noon (CET).

Please complete, sign and return this form to Link Asset Services, PXS, 34, Beckenham Road, Beckenham, Kent BR3 4TU, England in the envelope provided so as to be received by no later than 12:00 noon (CET) on Tuesday 23 July 2019.

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

ANNUAL GENERAL MEETING

Bar Code

Investor Code:

Event Code:

I/We being a holder of Depositary Interests of the Company hereby instruct Link Market Services Trustees Limited (the "Depositary"), to vote on my/our behalf in person or by proxy at the AGM of the Company to be held on Friday 26 July 2019 (and unless otherwise stated at any adjournment thereof) in respect of the resolutions proposed for adoption at the AGM 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 AGM, please refer to the agenda of the AGM enclosed with this Form of Direction.

RESOLUTIONS

1. To receive the Directors Report for the year ended March 2019.
2. To receive the consolidated and unconsolidated Financial Statements and Annual Accounts for the financial year ended March 2019 and the Auditor's Reports thereon.
3. To approve the consolidated Financial Statements and Annual Accounts of the Company for the year ended 30 March 2019.
4. To approve the unconsolidated Financial Statements and Annual Accounts of the Company for the year ended 31 March 2019.
5. To approve the result of the Company for the year ended 31 March 2019 and the allocation.
6. To approve the total dividend of the Company for the year ended 31 March 2019.
7. To approve the annual report on the Directors' Remuneration for the year ended 31 March 2019.
8. To discharge each of the Directors (including former Directors who retired during the year).
9. To re-elect Peter Bamford as a Director.
10. To re-elect Simon Arora as a Director.
11. To re-elect Paul McDonald as a Director.

| Regional
rate
withheld |
| --- |
| 12. To re-elect Ron McMillan as a Director. |
| 13. To re-elect Kathleen Guion as a Director. |
| 14. To re-elect Tiffany Hall as a Director. |
| 15. To ratify the appointment of and to re-elect Carolyn Bradley as a Director. |
| 16. To ratify the appointment of and to re-elect Gilles Petit as a Director. |
| 17. To discharge the Auditor for the financial year ended 31 March 2019. |
| 18. To re-appoint KPMG Luxembourg as Auditor of the Company. |
| 19. To authorise the Board to determine the Auditor's remuneration. |
| 20. To authorise the Company to make market purchases of its ordinary shares. |
| 21. To confirm the Board shall have full power to issue shares on a non-pre-emptive basis generally up to 5% of the issued share capital. |
| 22. To confirm the Board shall have full power to issue shares on a non-pre-emptive basis up to an additional 5% of the issued share capital for acquisitions and capital investments. |

RESOLUTIONS

| For
Agency
rate
withheld |
| --- |
| 12. To re-elect Ron McMillan as a Director. |
| 13. To re-elect Kathleen Guion as a Director. |
| 14. To re-elect Tiffany Hall as a Director. |
| 15. To ratify the appointment of and to re-elect Carolyn Bradley as a Director. |
| 16. To ratify the appointment of and to re-elect Gilles Petit as a Director. |

Signature

Date

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).

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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.

2. 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.

3. 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 Link Asset Services, PXS, 34, Beckenham Road, Beckenham, Kent BR3 4TU England by no later than 12:00 noon (CET) on Tuesday 23 July 2019. Any form of direction received after that deadline will be disregarded.

4. The Depositary will appoint the Chairman of the AGM 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 AGM.

5. Any alterations made to this Form of Direction must be initialled.

6. 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 12:00 noon (CET) on Tuesday 23 July 2019. Further details may be found in the Notice of the AGM 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.

7. Depositary Interest holders wishing to attend the AGM should request a Letter of Representation by contacting the Depositary at Link Market Services Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England or email CAGTrustees@linkgroup.co.uk by no later than 12:00 noon (CET) on Tuesday 23 July 2019. 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 12 July 2019. 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.