Frasers Group PLC — AGM Information 2011

Aug 3, 2011

Poll Card To be completed only at the AGM if a Poll is called.

Site Map Shirebrook Town Bolsover B6407 Shirebro Common Lane SPORTS RROOK PARK M1 Mansfield Meadow Lane Delivery Route For
Warehouse & Stor

Resolutions

1. To receive the audited accounts for the year ended 24 April 2011, together with the directors' $\Box$ $\Box$ and auditor's reports thereon $\Box$ $\Box$ 2. To approve the Directors' Remuneration Report for the year ended 24 April 2011.

For

$\Box$ $\Box$

Against

$\Box$ $\Box$

$\Box$ $\Box$

$\Box$ $\Box$

• 1. To re-elect Keith Hellawell as a director of the Company.
• $\Box$ $\Box$ 4 To re-elect Mike Ashley as a director of the Company. $\Box$ 5. To re-elect Simon Bentley as a director of the Company. $\Box$ $\Box$ $\Box$ 6. To re-elect Dave Forsey as a director of the Company. $\Box$ $\Box$ 7. To re-elect Bob Mellors as a director of the Company. 8. To re-elect Dave Singleton as a director of the Company. $\Box$ $\Box$ 9. To elect Claire Jenkins as a director of the Company. $\Box$ $\Box$ $\Box$ 10. To elect Charles McCreevy as a director of the Company. $\Box$ 11. To re-appoint Grant Thornton UK LLP as the Company's auditors, to hold office until the $\Box$ $\Box$ conclusion of the next Annual General Meeting. $\Box$ $\Box$ 12. To authorise the directors to determine the remuneration of the auditors. 13. To grant authority for the directors to allot shares. $\Box$ $\Box$ 14. To authorise the directors additional authority to allot shares in connection with a rights issue. $\Box$ $\Box$ $\Box$ 15. To dis-apply pre-emption rights. $\Box$ 16. To authorise the Company to purchase its own shares. $\Box$ $\Box$ 17. To authorise the directors to adopt the amendments to the Sports Direct Bonus Share Scheme 2011 (the "2011 Scheme"). $\Box$ $\Box$
• 1. To authorise the directors to adopt the amendments to the Sports Direct Executive Bonus Share Scheme (the "Executive Scheme").
• 1. To reduce the notice period for all general meetings other than the Annual General Meeting.
• 20 To authorise the making of political donations.

Signature

Form of Proxy

Please complete this box only if you with to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s)

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of the Company to held at the Auditorium, Unit D, Brook Park East, Shirebrook NG20 8RY on 07 September 2011 at 3:00pm, and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X inside the box as shown in this example $| \mathbf{x} |$

	For	Against Witheld	Vote		For	Against Witheld	Vote
1 To receive the audited accounts for the year ended 24 April 2011, together with the directors' and auditor's reports thereon.				11. To re-appoint Grant Thornton UK LLP as the Company's auditors, to hold office until the conclusion of the next Annual General Meeting.
2. To approve the Directors' Remuneration Report for the year ended 24 April 2011.				12. To authorise the directors to determine the remuneration of the auditors.
3. To re-elect Keith Hellawell as a director of the				13. To grant authority for the directors to allot shares.
Company. 4. To re-elect Mike Ashley as a director of the				14. To authorise the directors additional authority to allot shares in connection with a rights issue.
Company.				15. To dis-apply pre-emption rights
5 To re-elect Simon Bentley as a director of the Company.				16. To authorise the Company to purchase its own shares.
6. To re-elect Dave Forsey as a director of the Company.				17. To authorise the directors to adopt the amendments to the Sports Direct Bonus Share Scheme 2011 (the
7. To re-elect Bob Mellors as a director of the				"2011 Scheme").
Company				18. To authorise the directors to adopt the amendments to the Sports Direct Executive Bonus Share Scheme
8. To re-elect Dave Singleton as a director of the Company.				(the "Executive Scheme").
9. To elect Claire Jenkins as a director of the Company				19. To reduce the notice period for all general meetings
0. To elect Charles McCreevy as a director of the				other than the Annual General Meeting.
Company.				20. To authorise the making of political donations.

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

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or offi cer duly authorised, stating their capacity (e.g. director, secretary).

$0₁$

$SDP$

E1107

SPORTS DIRECT.com

Attendance Card

Please bring this card with you to the Meeting and present it as Shareholder registration/accreditation.

Additional Holders:

The Chairman of Sports Direct International plc invites you to attend the Annual General Meeting of the Company to be held in the Auditorium, Unit D, Brook Park East, Shirebrook NG20 8RY on 07 September 2011 at 3:00pm

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 07 SEPTEMBER 2011

Cast your Proxy online 24/7 It's fast, easy and secure! www.eproxyappointment.com
You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions
Control Number: 910936 SRN.		PIN.

To be effective, all proxy appointments must be lodged with the Company's registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 05 SEPTEMBER 2011 at 3:00pm.

Explanatory Notes:

• 1. Every holder 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 reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holders name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. 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. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 4030 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided 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. The 'Vote Withheld' option overleaf 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. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
• 1. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 707 4030 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 1. Any alterations made to this form should be initialled.
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Holders