Frasers Group PLC — AGM Information 2015

Sep 9, 2015

SPORTS DIRECT INTERNATIONAL PLC COMPANY NO. 6035106 ('Company') NOTICE TO COMPANIES HOUSE

At an Annual General Meeting of the members of the above named company duly convened and held at Unit D, Brook Park East, Shirebrook, NG20 8RY on 09 September 2015.

The following Special Resolutions were duly passed:

Resolution 16

It was resolved that the Board be and they are hereby empowered pursuant to section 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority given by resolutions 12 and 13 (as applicable) and / or where the allotment constitutes an allotment of equity securities by virtue of section 560(2) of the Act as if section 561(1) of the Act did not apply to such allotment provided that this power shall be limited:

• a. to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 14, by way of a rights issue only):
• (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (ii) to people who are holders of other equity securities, if this is required by the rights of those or if the Board considers it necessary, as permitted by the rights of those securities,

and so that the Board may impose any limited or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

b. in the case of the authority granted under resolution 13, to the allotment (otherwise than under 16(a) above) of equity securities with an aggregate nominal value of up to £5,984,648; and

provided further that this power shall expire at the close of the next Annual General Meeting of the Company save that the Company may before such expiry make offers and enter into agreements which would, or might, require equity securities to be allotted after this power expires and the Board may allot equity securities under any such offer or agreement as if this had not expired.

Resolution 18

It was resolved that a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

09 September 2015