B&M European Value Retail S.A. — Proxy Solicitation & Information Statement 2020

Oct 28, 2020

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

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EXTRAORDINARY GENERAL MEETING of B&M European Value Retail S.A. to be held on Thursday, 03 December 2020 commencing at 12:00 noon (CET) at 9, Allée Scheffer, L-2520 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 9, Allée Scheffer, L-2520 Luxembourg on Thursday, 03 December 2020 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 so as to be received by no later than 12:00 noon (CET) on Monday 30 November 2020.

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

EXTRAORDINARY GENERAL MEETING Bar Code

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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 EGM of the Company to be held on Thursday, 03 December 2020 (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.

EXTRAORDINARY RESOLUTIONS

1. To amend Articles 5, 6, 9, 24 and 28 of the articles of association of the Company (the "Articles") to provide for the dematerialisation of the shares and consequential changes to the Articles.

2. To approve the dematerialisation of the shares of the Company.

3. To amend Article 8 of the Articles in relation to transparency disclosures for acquisitions and disposals of shares over certain thresholds.

4. To amend the Articles by inserting an additional article 35 to include provisions for the regulation of takeovers, squeeze-out and sell-out rights in relation to the Company.

Signature Date

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 Link Asset Services, Proxies, 34, Beckenham Road, Beckenham, Kent BR3 4TU England by no later than 12:00 noon (CET) on Monday 30 November 2020. Any form 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 12:00 noon (CET) on Monday 30 November 2020. 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 Link Market Services Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England or email custodymgt@linkgroup.co.uk by no later than 12:00 noon (CET) on Monday 30 November 2020. 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 Thursday 19 November 2020. 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.