BROWN (N) GROUP PLC — Proxy Solicitation & Information Statement 2019

May 31, 2019

N Brown Group Plc - Annual General Meeting 2019 - Form of Proxy

You may appoint a proxy at www.signalshares.com instead of using this form.

FULL NAME:
ADDRESS:

For guidance on how to complete this Form of Proxy please refer to the Notice of Meeting on the Company's website and the notes below.

I/We being (a) member/members hereby appoint the Chairman of the meeting/the following person:

Name of proxy (if not the Chairman of the meeting):

Number of ordinary shares appointed over: (if less than your full voting entitlement)

as my/our proxy, to attend, speak and vote on my/our behalf at the Meeting of the Company and at any adjournment thereof. Please indicate below how you would like your proxy to vote on your behalf on the resolutions.

Please put an 'X' in the box opposite if this proxy appointment is one of multiple appointments being made:
Resolutions:	For	Against	Withheld
1 To receive the annual accounts of the Company for the 52 weeks ended 2 March 2019 together with the directors' and auditors' report on those accounts
2 To approve the Directors' Remuneration Policy
3 To approve the Directors Remuneration Report for the year ended 2 March 2019
4 To declare a final dividend of 4.27 pence per ordinary share for the 52 weeks ended 2 March 2019
5 To elect as a director Steve Johnson
6 To re-elect as a director Matt Davies
7 To re-elect as a director Lord Alliance of Manchester CBE
8 To re-elect as a director Ron McMillan
To re-elect as a director Lesley Jones 9
10 To re-elect as a director Richard Moross

	Signature:______	Date:____
17	THAT, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice
16	THAT the directors be authorised to allot equity securities for cash as if Section 561 of the 2006 Act did not apply (see notice)
15 Company (see notice)	THAT the directors be authorised to allot shares in the
14	To re-appoint KPMG LLP as the Company's auditors and to authorise the directors to fix their remuneration
To re-elect as a director Craig Lovelace 13
12 To re-elect as a director Gill Barr
11 To re-elect as a director Michael Ross

To re-elect as a director Richard Moross

Please send this Form of Proxy to FREEPOST PXS, 34 BECKENHAM ROAD, BECKENHAM BR3 4ZF. Shareholders outside the United Kingdom should send this Form of Proxy to Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom.

Notes:

• 1 To appoint as a proxy a person other than the Chairman of the meeting 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.
• 2 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 Asset Services 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 Asset Services in the same envelope.
• 3 Unless otherwise instructed, the proxy will vote as they think fit or, at their discretion, abstain from voting.
• 4 The form of proxy must arrive not later than 12:30 on Friday 5 July 2019 at Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF.
• 5 A corporation must execute the form of proxy under either its common seal or the hand of a duly authorised officer or attorney.
• 6 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.
• 7 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.
• 8 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.
• 9 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.
• 10 Corporate Representatives must make themselves known to the registrar prior to the meeting.