BROWN (N) GROUP PLC — Proxy Solicitation & Information Statement 2016

Jun 14, 2016

N BROWN GROUP PLC

Form of Proxy

(for use by ordinary shareholders for the Annual General Meeting to be held on 12 July 2016)

I/We (block capitals)
of	being (a) holder(s) of Ordinary Shares in the Company,

hereby appoint the Chairman of the meeting or (Note 1)

to vote number of shares (Note 2) as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 12 July 2016 and at any adjournment thereof. I/We direct my/our proxy to vote as indicated by an X in the appropriate column (Note 2). If you wish to appoint multiple proxies please see Note 3.

				VOTE
	RESOLUTIONS	FOR	AGAINST	WITHHELD
1	To receive the annual accounts and reports of the directors and auditor for the 52 weeks ended 27 February 2016.
2	To approve the Directors Remuneration Policy.
3	To approve the Directors' Remuneration Report for the 52 weeks ended 27 February 2016.
4	To declare a final dividend of 8.56 pence per ordinary share for the 52 weeks ended 27 February 2016.
5	To re-elect as a director Angela Spindler.
6	To re-elect as a director Lord Alliance of Manchester CBE.
7	To re-elect as a director Ivan Fallon.
8	To re-elect as a director Andrew Higginson.
9	To re-elect as a director Ronald Thomas McMillan.
10	To re-elect as a director Fiona Campbell Laird.
11	To re-elect as a director Lesley Jones.
12	To re-elect as a director Craig Lovelace.
13	To re-appoint KPMG LLP as the company's auditor and to authorise the directors to fix their remuneration.
14	To give the directors a limited power to allot shares.
15	To give the directors a limited power to allot shares for cash without making an offer to shareholders.
16	To hold general meetings (other than annual general meetings) on 14 clear days' notice.

Signed Dated 2016

Notes:

• 1. To appoint as a proxy a person other than the Chairman of the meeting, cross out the words "the Chairman of the meeting" and write the full name of the person you wish to appoint in the space provided. If you wish your proxy to make comments on your behalf you will need to appoint someone other than the Chairman and give them relevant instructions directly. A proxy need not be a member of the Company.
• 1. You may appoint one or more proxies of your choice to attend, speak and vote in your place at the meeting and any adjournment thereof, provided each proxy is appointed to exercise rights in respect of different shares. To appoint more than one proxy (an) additional proxy form(s) may be obtained by contacting Capita Registrars or you may photocopy this document indicating on each copy the name of the proxy you wish to appoint and the number of shares in respect of which the proxy is appointed. All forms must be signed and should be returned to Capita Registrars in the same envelope.
• 1. Unless otherwise instructed, the proxy will vote as they think fit or, at their discretion, abstain from voting.
• 1. The form of proxy must arrive not later than 48 hours before the time set for the meeting at Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF.
• 1. A corporation must execute the form of proxy under either its common seal or the hand of a duly authorised officer or attorney.
• 1. The form of proxy is only for use in respect of the shareholder account specified and should not be amended or submitted in respect of a different account.
• 1. The "vote withheld" option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes "For" and "Against" a resolution.
• 1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.
• 1. The completion of this or additional proxy forms or any CREST proxy instructions will not preclude you from attending and voting in person at the meeting.
• 1. Corporate Representatives must make themselves known to the registrar prior to the meeting.

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