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

Jun 18, 2019

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

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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 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 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 Corporate Services S.A., 9, Allée Scheffer, L-2520 Luxembourg in the envelope provided so as to be received by no later than 12:00 noon (CET) on Wednesday, 24 July 2019.

FORM OF PROXY	B&M European Value Retail S.A.
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ANNUAL GENERAL MEETING Bar Code

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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) Name of proxy Number of shares proxy appointed over

as my/our proxy to vote on my/our behalf at the AGM of the Company to be held at 12:00 noon (CET) on Friday 26 July 2019 (and, unless otherwise provided, at any adjournment thereof) in respect of the resolutions proposed for adoption at the AGM. I/We have indicated with an "X" below how I/we wish my/our votes to be cast on each resolution.

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 AGM, please refer to the agenda of the AGM enclosed with this Form of Proxy.

RESOLUTIONS	Vote withheld Against	RESOLUTIONS		Against	withheld
	For		For		Vote
1. To receive the Directors Report for the year ended March 2019.		12. To re-elect Ron McMillan as a Director.
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.		13. To re-elect Kathleen Guion as a Director.
3. To approve the consolidated Financial Statements and Annual Accounts of the Company for the year ended 30 March 2019.		14. To re-elect Tiffany Hall as a Director. 15. To ratify the appointment of and to re-elect Carolyn Bradley as a Director.
4. To approve the unconsolidated Financial Statements and Annual Accounts of the Company for the year ended 31 March 2019.		16. To ratify the appointment of and to re-elect Gilles Petit as a Director.
5. To approve the result of the Company for the year ended 31 March 2019 and the allocation.		17. To discharge the Auditor for the year ended 31 March 2019.
6. To approve the total dividend of the Company for the year ended 31 March 2019.		18. To re-appoint KPMG Luxembourg as Auditor of the Company.
7. To approve the annual report on the Directors' Remuneration for the year ended 31 March 2019.		19. To authorise the Board to determine the Auditor's remuneration.
8. To discharge each of the Directors (including former Directors who retired during the year).		20. To authorise the Company to make market purchases of its ordinary shares.
9. To re-elect Peter Bamford as a Director.		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.
10. To re-elect Simon Arora as a Director.		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
11. To re-elect Paul McDonald as a Director.		for acquisitions and capital investments.
		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

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 Friday 12 July 2019. 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 Asset 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 12:00 noon (CET) on Wednesday 24 July 2019. Any Form of Proxy received after that deadline will be disregarded.