BROWN (N) GROUP PLC — Proxy Solicitation & Information Statement 2020

Jul 8, 2020

N Brown Group Plc ‐ Annual General Meeting 2020 ‐ Form of Proxy

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

(Name(s))
(Address)
(Address)
(Address)
(Address)
(Address)

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

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 for the Company for the 52 weeks ending 20 February 2020 together with the directors' and auditors' report on those accounts
2 To approve the Directors' Remuneration Report for the year ended 29 February 2020
3 To elect as a director Vicky Mitchell
4 To elect as a director Rachel Izzard
5 To re‐elect as a director Matt Davies
6 To re‐elect as a director Lord Alliance of Manchester CBE
7 To re‐elect as a director Ron McMillan
8 To re‐elect as a director Lesley Jones
9 To re‐elect as a director Richard Moross
10 To re‐elect as a director Gill Barr
11 To re‐elect as a director Michael Ross
12 To re‐elect as a director Steve Johnson
13 To re‐appoint KPMG LLP as the Company's auditors
14 To authorise the directors to fix the remuneration of the Auditors
15 THAT the directors be authorised to allot shares in the Company (see notice)
16 THAT the directors be authorised to allot equity securities for cash (see notice)
17 THAT, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice

Signature:__________________________________________ Date:________________

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.