THIS DOCUMENT AND ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. It contains the Resolution to be voted on at the General Meeting. If you are in any doubt as to the action you should take, you are recommended to obtain your own personal independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent professional adviser.

If you sell or have sold or have otherwise transferred all your Ordinary Shares, please forward this document, together with the accompanying Form of Proxy, at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you sell or have sold only part of your holding of Ordinary Shares, you should retain this document and the accompanying Form of Proxy.

Charles Stanley Securities, a trading division of Charles Stanley & Co. Limited, which is authorised and regulated by the Financial Services Authority, is acting for Sports Direct International plc and for no-one else in connection with the contents of this document and will not be responsible to anyone other than Sports Direct for providing the protections afforded to clients of Charles Stanley, or for affording advice in relation to the contents of this document or any matters referred to herein.

SPORTS DIRECT INTERNATIONAL PLC

(Incorporated in England and Wales with registered number 06035106)

Proposed Related Party Acquisition of Properties

Notice of General Meeting

You should read this document in its entirety, not rely solely on summarised information, and consider whether to vote in favour of the Resolution to be proposed at the General Meeting in light of the information contained in this document. Your attention is drawn to the letter to Shareholders from the Chairman of Sports Direct set out in Part I of this document, which contains a recommendation by the Board of Directors of Sports Direct that you approve the Proposed Acquisition by voting in favour of the Resolution to be proposed at the General Meeting.

Notice of the General Meeting of Sports Direct to be held at Unit D, Brook Park East, Shirebrook NG20 8RY on 7 September 2011 at 3.30 p.m. (or at such later time following the conclusion of the Annual General Meeting) is set out at the end of this document. Shareholders will also find enclosed a Form of Proxy for use at the General Meeting. Shareholders are requested to complete and return the Form of Proxy, in accordance with the instructions printed thereon, whether or not they intend to be present at the meeting, so as to be received by Computershare Investor Services PLC, by hand or by post, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible but, in any event, so as to arrive no later than 3.30 p.m. on 5 September 2011. CREST members may also choose to utilise the CREST electronic proxy appointment service in accordance with the procedures set out in the notice convening the General Meeting at the end of this document. The lodging of the Form of Proxy (or the electronic appointment of a proxy) will not preclude Shareholders from attending and voting at the General Meeting should they so wish.

A summary of the action to be taken by Shareholders is set out on page 8 of this document and in the Notice of the General Meeting set out at the end of this document.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 3
PART I LETTER FROM THE CHAIRMAN 4
PART II INFORMATION ON THE PROPOSED ACQUISITION 10
PART III PRINCIPAL TERMS OF THE PROPOSED ACQUISITION 12
PART IV PROPERTY VALUATION 15
PART V ADDITIONAL INFORMATION 26
PART VI DEFINITIONS 30
NOTICE OF GENERAL MEETING 33

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt by the Registrars of the Form of Proxy and receipt of electronic proxy appointments via the CREST system
3.30 p.m. on 5 September 2011

General Meeting
3.30 p.m. on 7 September 2011
(or at such later time following the conclusion of the Annual General Meeting)

Completion of the Proposed Acquisition
Expected to be on 1 March 2012

If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.
All times shown on this document are London times.

PART I

LETTER FROM THE CHAIRMAN

(Incorporated in England and Wales with registered number 06035106)

Directors:
Dr Keith Hellawell (Non-Executive Chairman)
Michael Ashley (Executive Deputy Chairman)
David Forsey (Chief Executive)
Robert Mellors (Group Finance Director)
Simon Bentley (Senior Independent Non-Executive Director)
David Singleton (Non-Executive Director)
Charles McCreevy (Non-Executive Director)
Claire Jenkins (Non-Executive Director)

Registered Office:
Unit A, Brook Park East
Shirebrook
NG20 8RY

11 August 2011

To Shareholders and, for information only, to participants in the Sports Direct Bonus Share Schemes

Dear Shareholder

Proposed Related Party Property Acquisition between the Company and Michael Ashley and Notice of General Meeting

Introduction

Sports Direct has conditionally agreed, subject to Shareholder approval, to acquire 32 freehold and leasehold properties from Michael Ashley, a director and Shareholder of the Company, for an aggregate consideration of £86.8 million to be paid in cash on Completion.

The purpose of this document is to provide the details of, the background to and the reasons for the Proposed Acquisition. It explains why the Independent Directors believe that the Proposed Acquisition is in the best interests of the Company and the Shareholders as a whole and to seek approval for the Proposed Acquisition from the Independent Shareholders.

Historically, the Sports Direct Group has primarily traded from leasehold properties in the UK although it currently owns 16 freehold properties from which the Group trades. Most of the Group's landlords are independent third party institutions but Sportsdirect.com Retail Limited, a subsidiary of the Company, trades from 32 premises where, directly or indirectly, the freehold or long leasehold interest is owned by Michael Ashley. Michael Ashley is the Executive Deputy Chairman and a director of Sports Direct.

The Directors, other than Michael Ashley, have concluded that it would be advantageous for the Group to own the freehold (or long leasehold) interest in a significant number of the properties from which the Group trades. The Company has conditionally agreed with Michael Ashley to acquire the 32 Properties (from which the Group operates) for £86.8 million. Legally binding contracts will be entered into in relation to the Proposed Acquisition which will be conditional upon Shareholder approval.

As Michael Ashley is a director and a substantial shareholder of the Company, the Proposed Acquisition is a related party transaction for the purposes of Chapter 11 of the Listing Rules and a substantial property transaction involving a director for the purposes of the Companies Act 2006. As such, the Proposed Acquisition requires Shareholder approval before the Proposed Acquisition by the Company can be completed. In accordance with the Listing Rules, Michael Ashley will not vote on the Resolution to be proposed at the General Meeting to consider the Proposed Acquisition. Michael Ashley has also undertaken to take all reasonable steps to ensure that his respective associates will not vote on the Resolution.

The Proposed Acquisition will be financed through the utilisation of the Company’s existing cash resources and banking facilities.

A General Meeting has been convened for 3.30 p.m. on 7 September 2011 (or at such later time following the conclusion of the Annual General Meeting) at which Shareholders will be asked to consider and, if thought fit, approve the Resolution to approve the Proposed Acquisition. Details of the General Meeting, and the Resolution to be considered, are set out in the Notice of General Meeting at the end of this document.

2. Background to and benefits of the Proposed Acquisition

As at the date of this document the Group has a portfolio of 394 stores in the UK (excluding Northern Ireland). Of these the Group owns 16 freehold premises and one long leasehold. Excluding the 32 Properties being acquired, from which the Group operates, 346 premises are leasehold premises, which includes 324 leases of between five and 25 years duration and 21 temporary short leases. The leasehold premises are generally subject to periodic rent reviews, lease expiries and negotiations with landlords relating to the increase in market rents.

The Company has in the past purchased freehold or long leasehold premises where suitable acquisition targets have arisen. Since 2007, the Company has spent approximately £100 million on the acquisition of 16 freehold properties in the UK. The Group currently owns the freehold to 16 trading properties and three non-trading premises in the UK and four freehold premises in mainland Europe. The Independent Directors, having reviewed the Group’s policy in respect of its tenure of the Group’s trading premises, have determined to pursue strategic acquisition opportunities of freehold interests in premises where appropriate and practicable.

The Group currently occupies 29 of the Properties the subject of the Proposed Acquisition under the terms of five year lease agreements dated 2 March 2007, one Property under a lease dated 23 April 2007 and two properties under implied leases which commenced on 2 March 2007. The Company has agreed with Michael Ashley to acquire from him the portfolio comprising 32 premises from which the Group operates at original cost for an aggregate consideration of £86.8 million which shall be payable in cash at Completion. Further details of the Properties are set out in Part II of this document.

The Independent Directors have caused the Properties to be independently valued by CB Richard Ellis Limited (“CBRE”) as at 30 June 2011 in accordance with The RICS Valuation Standards, Seventh Edition (“The Red Book”). As set out in the Red Book, where any property is let to, or occupied by, Sports Direct or other companies within the Group, the property is valued without regard to such occupation or leases, assuming vacant possession of the group occupied space. As indicated above, Sports Direct currently occupies the 32 Properties, and these Properties have been valued without regard to such occupation or leases, assuming vacant possession of the Properties occupied or leased to the Group. This valuation shows the Properties to be worth, on that basis, £54 million. The Valuation Report is set out in Part IV of this document.

On a vacant possession basis, the valuation of the Properties is £54 million. However, the Independent Directors consider that, if the 32 Properties were valued on the basis they were occupied and leased on 10 to 15 year leases at typical market rents and commercial terms, and this was taken into account in the valuation of the Properties, the 32 Properties, would be valued at approximately £75 to £80 million. The Independent Directors have considered information in respect of market rents and commercial terms to support this indicative valuation.

The Independent Directors consider that the purchase price of £86.8 million is a fair and reasonable price and is in the best interests of the Company and the Shareholders as a whole and will benefit the Group for the reasons outlined below:

(a) the acquisition of the Properties will provide the Group with greater security by ensuring the availability of the premises for trading, greater flexibility over the management of its property interests and will provide the Group with a long-term solution to its property arrangements;

(b) the Properties have been occupied by Sportsdirect.com Retail Limited for an average of approximately five years and generated revenues of £66 million and gross profit of £29 million in the year ended 24 April 2011. The Directors consider that these stores are of commercial significance to

the Group as they have developed significant customer and brand loyalty in their respective locations, which would be difficult to replicate in the short term if the stores were forced to re-locate. In the year ending 24 April 2011, the Group paid rent of £3.3 million on the Properties. Subject to completion of the Proposed Acquisition, the Board estimates that savings in rent payable net of any additional costs that may be incurred relating to the Properties will be approximately £3.3 million per annum. Additionally approximately £2 million in rent is currently paid in respect of the Properties occupied by third parties and which following completion of the Proposed Acquisition, would be received by the Group;

(c) the leases on the Properties occupied by the Group are due for renewal on 1 March 2012. Under the current lease arrangements, the annual rent payable under these leases has amounted to approximately five per cent. of turnover. On renewal the Group could expect to pay in excess of seven and a half per cent. of turnover on the same basis. On other properties in the UK, leased from independent third party landlords, the annual rent payable is approximately seven and a half per cent. of turnover;

(d) the acquisition of the Properties will increase the fixed assets of the Group, enhance the earnings per share, and be cash flow positive for the Group; and

(e) by acquiring the Properties, the Company will benefit from any increase in the value of the land as well as removing any potential conflict between Michael Ashley and the Group.

3. Information on the Properties

The Company has agreed to acquire a portfolio of 32 properties from Michael Ashley, all of which are occupied by Sportsdirect.com Retail Limited, a trading subsidiary of the Company. Further details of the Properties are set out in Part II of this document.

The Properties are occupied by Sportsdirect.com Retail Limited, a trading subsidiary of the Company. These Properties all trade as Sportsdirect.com. Through its Sportsdirect.com stores the Group focuses on supplying competitively priced products for general sports and fitness activities. These stores stock a wide range of sports and leisure equipment, replica kits, clothing, footwear and accessories across a broad spectrum of brands. Sportsdirect.com stores are located in a variety of high street and out of town locations.

Under the Leases and the Implied Leases, which Sportsdirect.com Retail Limited occupy 31 of the Properties, Sportsdirect.com Retail Limited pay annual rent to Michael Ashley on the basis of five per cent. of sales (exclusive of VAT) derived from those premises. In the year ending 24 April 2011 this annual rent was approximately £3.3 million. The Leases provide for a term of five years, subject to a break right in the Group's favour at any time on six months' notice. The Leases are otherwise broadly on market terms.

The Group occupies the premises at St. Helens under arrangements separate to the Leases and the Implied Leases. Focus DIY Limited subleased part of the St. Helens premises to Scottish Power, who assigned their interest to Sportsdirect.com Retail Limited on 23 April 2007. The sub lease expires on 20 December 2015 and the current annual rent payable by Sportsdirect.com Retail Limited under the sub-lease is £107,608. Focus DIY Limited leased the entire premises at St. Helens from Michael Ashley, who owns the long leasehold interest in this Property.

Further details of the Leases are set out in Part IV of this document.

4. Financial effects of the Proposed Transaction

For the year ended 24 April 2011, the gross rents receivable on the Properties was £5.3 million. This includes £3.3 million which the Group pays to Michael Ashley and £2 million in rent received from third parties.

The Properties have been valued by CBRE in accordance with the Red Book and have a market value of £54.4 million based on the assumptions set out in the Valuation report in Part IV of this document. The 32 Properties were acquired by Michael Ashley for a purchase consideration of £86.8 million.

The consideration for the Proposed Acquisition will be financed through the utilisation of the Company's existing cash resources and banking facilities. In addition the Proposed Acquisition will increase the fixed

assets of the Group by £86.8 million, enhance the Group’s earnings per share, and will be cash flow positive for the Group.

5. Principal terms and conditions of the Proposed Acquisition

The Company is proposing to acquire the Properties for an aggregate cash consideration of £86.8 million. Subject to Shareholder approval, the 32 Properties will be acquired through two agreements. The Glasgow Premises will be purchased through the purchase of the entire issued share capital of Stirlings (Argyle Street) Limited (“Glasgow Agreement”). The Glasgow Agreement will be entered into between Michael Ashley and SDI Property Limited, a wholly owned subsidiary of the Company. The remaining Properties will be acquired under the terms of a property sale agreement (“Property Agreement”) to be entered into between Michael Ashley and SDI Property Limited. SDI Property Limited may require Michael Ashley to enter into novation(s) of the Property Agreement with such parties as SDI Property Limited may direct.

Both Acquisition Agreements will be conditional upon the passing of the Resolution at the General Meeting. If the Resolution is not passed by 1 November 2011, the Acquisition Agreements will terminate.

The total consideration payable by SDI Property Limited under the Glasgow Agreement is £2,900,000 and the total consideration payable by SDI Property Limited under the Property Agreement is £83,899,000.

A summary of the principal terms of the Acquisition Agreements in respect of Proposed Acquisition are set out in Part III of this document.

6. Risks associated with the Proposed Acquisition

Potential fall in demand for retail space

The continued challenges resulting from the current economic conditions in the United Kingdom and elsewhere could adversely impact Sports Direct’s business and decrease its requirement for retail space, including its requirement for the Properties. The Proposed Acquisition would switch part of the business cost structure from variable to fixed, but cost savings mitigate this risk. The Properties are in areas with a long established Sports Direct presence. In the Board’s opinion, the risk that the Properties would become surplus to the Group’s requirements is low.

Difficulties letting retail space for vacant properties

All of the Properties are currently occupied either fully or partly by the Group or a third party. However, if any third party currently occupying the Properties terminated or did not renew its lease, then the Group may have difficulty in obtaining a new tenant for any vacant space and this could result in a fall in the rental income.

The majority of the St. Helens premises is unoccupied. The Board considers this property to be of strategic importance to the Group, and therefore it is the Board’s intention to retain this property for potential future use.

Decrease in the value of the Properties

Demand for commercial real estate has decreased as a result of the weakened economic conditions and this may result in a fall in the value of the Properties if these economic conditions remain weak.

It is the Board’s intention to retain ownership of the Properties rather than selling them on. Therefore a decrease in the value of the Properties would not affect the Group’s current plans for the use of the Properties.

Additional capital expenditure on the properties

There is a risk that the Properties may require the Group to incur further expenditure where the Properties require refurbishment.

As longstanding tenants in the Properties it occupies the Board's view is that the Group is best placed to ascertain the condition of the Properties. Consequently the Board does not envisage there being any significant costs associated with any refurbishment. All the Properties which are occupied by the Group have undergone a full refit to the standard Sports Direct expects of all of its stores. Therefore the Board is of the opinion that Properties occupied by the Group are in a good state of repair. The Group has a rolling programme of refits for all its stores and expenditure for property repair is budgeted in its accounts. All third party occupants are under an obligation to keep the premises in good repair.

Other recent related party transactions

On 4 August 2007 the Company sold an Augusta A109S Grand helicopter to MASH Aviation LLP, a company owned by Michael Ashley, for cash consideration of Euro 4,806,175 (plus VAT). No transactions between the Company and a related party have taken place in the last three years.

General Meeting

As the Proposed Acquisition is a substantial property transaction involving a director of the Company for the purposes of the Act and a related party transaction for the purposes of the Listing Rules, the Proposed Acquisition cannot proceed without approval by the Independent Shareholders in a general meeting.

Set out at the end of this document is a notice convening a General Meeting of the Company to be held at 3.30 p.m. on 7 September 2011 (or at such later time following the conclusion of the Annual General Meeting), at Unit D, Brook Park East, Shirebrook NG20 8RY.

The Resolution will be proposed as an ordinary resolution and, being an ordinary resolution, will be decided on a show of hands unless a poll is demanded in a manner permitted by the Company's Articles of Association. On a show of hands, each member present in person or by proxy has one vote for every share of which he is the holder. The passing of the Resolution requires a majority of votes cast.

As the Proposed Acquisition is a related party transaction for the purposes of the Listing Rules, in accordance with those rules, Michael Ashley will not be permitted to vote on the Resolution. He has undertaken not to vote on the Resolution and to take all reasonable steps to ensure that his associates will not vote on the Resolution.

Only holders of Ordinary Shares may vote at the General Meeting.

Voting Undertakings

The Company has received letters of intent from Schroders Investment Management Limited, Odey Asset Management LLP, Phoenix Asset Management Partners Limited and Royal London Asset Management to vote in favour of the Proposed Acquisition. The letters of intent are in respect of 31,300,000, 10,956,495, 6,184,094 and 1,475,524 Ordinary Shares respectively, representing 5.43, 1.90, 1.07, and 0.26 per cent. of the total voting rights of the Company. In aggregate, letters of intent have been received in respect of 30.03 per cent. of those Ordinary Shares of which voting rights may be exercised in relation to the Resolution.

Action to be taken

You will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the meeting you are requested to complete the Form of Proxy (in accordance with the instructions printed thereon) and return it to the Company's Registrars, Computershare Investor Services PLC, The Pavillions, Bridgewater Road, Bristol BS99 6ZY as soon as possible but in any event so as to arrive by no later than 3.30 p.m. on 5 September 2011.

CREST members may use the CREST electronic proxy appointment service in accordance with the procedures set out in the General Meeting Notice.

The lodging of the Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending the meeting and voting in person if you so wish.

Further information

Your attention is drawn to the further information set out in Parts II to VI (inclusive) of this document and the notice of the General Meeting set out at the end of this document. You are advised to read the whole of this document and not just rely on the summary information presented above.

Recommendation

As the Proposed Acquisition is a related party transaction for the purposes of the Listing Rules, Michael Ashley will not vote on the Resolution at the General Meeting and has undertaken not to vote on the Resolution at the General Meeting and to take all reasonable steps to ensure that his associates will not vote on the Resolution. Michael Ashley, as director of the Company, has not taken part in the Board's consideration of the Proposed Acquisition.

The Board, who have been so advised by Charles Stanley, consider that the Proposed Acquisition is fair and reasonable as far as the Shareholders as a whole are concerned. In providing its advice to the Board, Charles Stanley has taken into account the Independent Directors' assessment of the commercial merits of the Proposed Acquisition and the Valuation Report.

The Board consider the Proposed Acquisition to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board unanimously recommend you to vote in favour of the Resolution. The Independent Directors intend to vote in favour of the Resolution in respect of their own beneficial holdings held at the time of the General Meeting which amount in aggregate to 2,353,621 Ordinary Shares, representing approximately 0.41 per cent. of the existing Issued Share Capital of the Company (which does not include any treasury shares) as at 10 August 2011, being the last practicable day prior to the date of this document.

As at 10 August 2011, being the last practicable day prior to the publication of this document, Michael Ashley holds 410,400,000 Ordinary Shares in the Company, representing approximately 71.18 per cent. of the Issued Share Capital of the Company.

Yours faithfully

Dr Keith Hellawell
Non-Executive Chairman

PART II

INFORMATION ON THE PROPOSED ACQUISITION

Table 1 - The Properties

Town/City	Address	Tenure	Purchase Price
Ashford	24-28 High Street TN24 8TD	Freehold	£2,075,000
Ashington	The Hirst Woodhorn Road NE63 9AS	Freehold	£750,000
Barrow-in-Furness	97/99 Dalton Road LA14 1HZ	Freehold	£1,135,000
Birkenhead	37 Borough Pavement CH41 2XX	Long leasehold	£9,600,000
Bridgwater	17-21 Cornhill TA6 3BX	Freehold	£2,230,000
Carlisle	42/48 Scotch Street CA3 8PN	Freehold	£3,250,000
Clacton	56/58 Station Road CO15 1SP	Freehold	£625,000
Exmouth	27/29 Rolle Street EX8 1NW	Freehold	£570,000
Fulham	427/429 North End Road SW6 1NY	Freehold	£649,000
Galashiels	Units 1, 2, 3 Hunters Bridge Retail Park TD1 1DD	Freehold	£4,720,000
Glasgow	28-34 Argyle Street G2 8AD	Freehold	£2,900,000
Gloucester	22/26 Northgate Street GL1 1SE	Freehold	£3,745,000
Kilmarnock	70 Portland Street KA1 1JG	Freehold	£990,000
Kirkcaldy	26 High Street KY1 1NR	Freehold	£1,000,000
Lowestoft	114/116 London Road North NR32 1EZ	Freehold	£2,450,000
Neath	38 Queen Street SA11 1DL	Freehold	£705,000
Newark	25 Cartergate NG24 1UA	Freehold	£600,000
Northampton Abing	64 Abington Street NN1 2AP	Long leasehold	£6,800,000
Nuneaton	11 Harefield Road CV11 4HA	Freehold	£1,550,000
Oswestry	12/14 Cross Street SY11 2NG	Freehold	£1,275,000
Penzance	78/80 Market Jew Street TR18 2LG	Freehold	£1,085,000
Peterlee	The Broadclose SR8 1AJ	Long leasehold	£3,300,000
Ramsgate	59/63 Queen Street CT11 9EJ	Freehold	£1,250,000
Scunthorpe	98/102 High Street DN15 6HB	Freehold	£1,860,000
Slough Bath Road	383-389 Bath Road SL1 5QA	Freehold	£7,800,000
St. Austell	14 Truro Road PL25 5JB	Freehold	£600,000
St. Helens	17 King Street WA10 2LE	Long leasehold	£4,050,000
Stoke Longton	Heathcote Road ST3 2JU	Freehold	£9,600,000
Stoke Newington	154/156 High Street N16 7JL	Freehold	£2,050,000
Strood	85-93 High Street ME2 4AH	Freehold	£3,025,000
Taunton	18/19 East Street TA1 3LJ	Freehold	£1,860,000
Walsall	24/26 Park Street WS1 1NG	Freehold	£2,700,000
		TOTAL: £86,799,000

Table 2 - Details of existing tenants (other than the Group)

Town/City	Address	Tenant	Lease Length	Lease End	Current Rent
Ashington	The Hirst Woodhorn Road NE63 9AS	Business Link	2	06.08.2011 (An extension to this lease is currently being negotiated).	£12,000
Birkenhead	37 Borough Pavement CH41 2XX	Unit 2 – Dorsman Peacocks	10	23.07.2016	£270,000 –
Birkenhead	37 Borough Pavement CH41 2XX	Unit 1 – WH Smith	15	25.06.2021	£250,000
Bridgwater	17-21 Cornhill TA6 3BX	Claires	10	27.09.2017	£28,000
Galashiels	Hunters Bridge Retail Park TD1 1DD	Unit 1 Halfords	25	12.10.2023	£89,750
Galashiels	Hunters Bridge Retail Park TD1 1DD	Unit 3 Comet	25	26.10.2023	£112,770
Northampton Abing	64 Abington Street NN1 2AP	Unit 1 Poundland	15	19.04.2021	£220,000
Peterlee	The Broadclose SR8 1AJ	Unit 3 Storeys Carpets	15	16.08.2021	£104,000
Slough Bath Road	383-389 Bath Road SL1 5QA	Unit 1 Dreams	20	21.11.2025	£205,920
Stoke Longton	Heathcote Road ST3 2JU	Unit 1 Matalan	25	01.03.2012	£419,124
Strood	85-93 High Street ME2 4AH	Poster	3	06.11.2008 (An extension to this lease is currently being negotiated).	£2,020

PART III

PRINCIPAL TERMS OF THE PROPOSED ACQUISITION

The Company is proposing to acquire the Properties from Michael Ashley for a total consideration of £86.8 million, which shall be payable in cash on Completion. The price payable for each Property is set out in Part II. Completion of the Acquisition Agreements is expected to take place on 1 March 2012 following approval by the Shareholders of the Proposed Acquisition at the General Meeting proposed to be held on 7 September 2011.

SDI Property Limited may require Michael Ashley to enter into novation(s) of the Property Agreement with such parties as SDI Property Limited may direct.

The tenure under which the Properties are held is set out in column 3 of table one in Part II. The Properties are to be sold with vacant possession, other than the occupation of the Group and the tenants in part possession of some of the Properties, information in relation to which is set out in table two of Part II.

Property Agreement

The following is a summary of the principal terms of the Property Agreement. The Property Agreement is available for inspection as described in paragraph 10 of Part V of this document.

Consideration

Under the Property Agreement, Michael Ashley will agree to sell the Properties (excluding the Glasgow Premises) to SDI Property Limited, a wholly owned subsidiary of the Group. The consideration for the Property Agreement will be £83,899,000 (the "Purchase Price"). The Purchase Price shall be paid in cash at Completion.

Condition to Completion

Completion will be conditional upon the passing of the Resolution at the General Meeting. The Property Agreement shall terminate if the Resolution is not passed by 1 November 2011.

Title

The Properties are to be purchased by SDI Property Limited with full title guarantee. The terms of the purchase will be based on the Standard Commercial Property Conditions (Second Edition), except where excluded. The Properties are to be purchased with the benefit of any rights and subject to any encumbrances affecting the Properties.

Consent

If the relevant consents in respect of the leasehold properties have not been obtained by 1 February 2012, then the contract will terminate insofar as it relates to a Property for which consent is outstanding. Michael Ashley will be obliged to apply to the relevant superior landlord for consent.

Apportionments of Rent

In respect of the leasehold Properties, SDI Property Limited will pay or allow to Michael Ashley a sum equal to the rent due to the superior landlord from and including the date of Completion to the next rent payment date.

Where annual rent has been received in advance in cleared funds from the tenants, SDI Property Limited will be entitled to annual rent from the date of Completion.

Arrears

SDI Property Limited will be obliged to pay Michael Ashley for the arrears on Completion, and will take an assignment of the arrears to enable it to pursue these debts after Completion.

Completion

Following Completion, SDI Property Limited will not be permitted to take any action to release the guarantor or tenant of the premises at St Helens.

Outstanding Rent Reviews

Prior to any rent reviews, SDI Property Limited will be obliged to pay Michael Ashley the shortfall due for the period from the date on which the shortfall became due under the relevant tenancy up to and including the date of Completion.

Maintenance Contracts

Michael Ashley will terminate these as soon as reasonably possible following Completion.

Service Charge

There will be no apportionment of any service charge.

Prior to Completion, Michael Ashley is to deliver a statement showing the best estimate of expenses incurred by Michael Ashley during the relevant current service charge year (the “Estimated Expenses”) and the payments made on account by the tenants and received as cleared funds before completion (the “Payments”). If the Estimated Expenses exceed the Payments, then SDI Property Limited is to pay Michael Ashley the shortfall.

Following Completion, Michael Ashley is to give SDI Property Limited a certificate giving details of the actual expenses incurred by Michael Ashley. If the actual expenses exceed the Estimated Expenses then SDI Property Limited is to make a balancing payment to Michael Ashley within five weeks of delivery of the certificate (or five working days after expert determination if there has been a dispute as to the certificate).

Construction Warranties

There will be a number of collateral warranties, the benefit of which will be assigned over to SDI Property Limited. The agreed form of assignment of the collateral warranties will be appended to the Property Agreement. This follows a standard form and SDI Property Limited will be required to give notice of the assignment to the parties to the construction documents.

Deeds of Covenant

There will be various restrictions on title which will require SDI Property Limited to enter into deed of covenants with third parties such as adjoining landowners on Completion.

Indemnities and Break Fees

SDI Property Limited will provide indemnities in favour of Michael Ashley in respect of all future breaches of title matters and landlord covenants contained in the occupational leases. These indemnities will be contained in the Property Agreement and are standard in a property transaction of this type.

Glasgow Agreement

The following is summary of the principal terms of the Glasgow Agreement. The Glasgow Agreement is available for inspection as described in paragraph 10 of Part V of this document.

Consideration

Under the Glasgow Agreement, Michael Ashley will agree to sell the entire issued share capital of Stirlings (Argyle Street) Limited (“Stirlings”) to SDI Property Limited a wholly owned subsidiary of the Group. The consideration for the Glasgow Agreement will be £2,900,000. Stirlings is the registered owner of the freehold interest of the Glasgow Premises.

Condition to Completion

Completion will be conditional upon the passing of the Resolution at the General Meeting. The Glasgow Agreement shall terminate if the Resolution is not passed by 1 November 2011.

Warranties

Pursuant to the Glasgow Agreement, Michael Ashley will give certain warranties in respect of his title to the shares and that he has the requisite power to transfer them.

Indemnities

No indemnities or break fees will be given by SDI Property Limited to Michael Ashley under the Glasgow Agreement.

PART IV

Property Valuation

CBRE
CB RICHARD ELLIS
CB Richard Ellis Limited
Kingsley House
Wimpole Street
London W1G 0RE

VALUATION

REPORT DATE
11 August 2011

ADDRESSEE
Sports Direct International PLC
Unit A, Brook Park East
Shirebrook
NG20 8RY

THE PROPERTIES
As listed in the Schedule of Capital Values set out below.

INSTRUCTION
To value on the basis of Market Value the Properties as at the valuation date in accordance with our Terms of Engagement letter dated 20 June 2011 for use in connection with the proposed acquisition of 32 properties from Michael Ashley.

VALUATION DATE
30 June 2011.

CAPACITY OF VALUER
External

PURPOSE OF VALUATION
Acquisition.

MARKET VALUE
£54,350,000 (FIFTY FOUR MILLION THREE HUNDRED AND FIFTY THOUSAND POUNDS) exclusive of VAT, as shown in the Schedule of Capital Values set out below.

We have valued the Properties individually and no account has been taken of any discount or premium that may be negotiated in the market if all or part of the portfolio was to be marketed simultaneously, either in lots or as a whole.

Our opinion of Market Value is based upon the Scope of Work and Valuation Assumptions attached, and has been primarily derived using comparable recent market transactions on arm's length terms.

COMPLIANCE WITH VALUATION STANDARDS
The valuations have been prepared in accordance with The RICS Valuation Standards, Seventh Edition (“The Red Book”). The property details on which these valuations are based are as set out in this report.

We confirm that we have sufficient current local and national knowledge of the particular property market involved, and have the skills and understanding to undertake the valuations competently. Where the knowledge and skill requirements of The Red Book have been met in aggregate by more than one valuer within CB Richard Ellis, we confirm that a list of those valuers has been retained within the working papers, together with confirmation that each named valuer complies with the requirements of The Red Book.

ASSUMPTIONS

The property details on which each valuation is based are as set out in this report. We have made various assumptions as to tenure, letting, town planning, and the condition and repair of buildings and sites – including ground and groundwater contamination – as set out below.

If any of the information or assumptions on which the valuation is based are subsequently found to be incorrect, the valuation figures may also be incorrect and should be reconsidered.

For the avoidance of doubt as set out in the Red Book where any property is let to, or occupied by, Sports Direct International PLC or other companies within the group, the property has been valued without regard to such occupation or leases, assuming vacant possession of the group occupied space, but having regard to other leases or licences to Third Parties.

VARIATION FROM STANDARD ASSUMPTIONS

None.

VALUER

The Properties have been valued by a valuer who is qualified for the purpose of the valuation in accordance with the RICS Valuation Standards.

INDEPENDENCE

The total fees, including the fee for this assignment, earned by CB Richard Ellis Ltd (or other companies forming part of the same group of companies within the UK) from the Addressee (or other companies forming part of the same group of companies) is less than 5.0 per cent. of the total UK revenues.

DISCLOSURE

The principal signatory of this report has not previously been the signatory of valuations for the same addressee and valuation purpose as this report. CB Richard Ellis Ltd carried out valuation instructions for the addressee of this report intermittently between 2008 and 2011, although not of the properties contained within this report.

CB Richard Ellis Ltd has carried out Valuation and Agency services on behalf of the addressee for between 5 and 9 years.

RELIANCE

This report is for the use only of the party to whom it is addressed together with its Directors and Shareholders for the specific purpose set out in the Valuation Report under the paragraph "Instruction" on page 15 and no responsibility is accepted to any third party for the whole or any part of its contents.

PUBLICATION

Neither the whole nor any part of our report nor any references thereto may be included in any published document, circular or statement nor published in any way without our prior written approval of the form and context in which it will appear.

Yours faithfully

JOHN SYMES-THOMPSON FRICS
SENIOR DIRECTOR
RICS REGISTERED VALUER

For and on behalf of
CB RICHARD ELLIS LTD

SCHEDULE OF CAPITAL VALUES

Town Address	Freehold £	*Long Leasehold £
HIGH STREET RETAIL
ASHFORD
24-28 High Street	1,100,000
ASHINGTON
The Hirst, Woodhorn Road	300,000
BARROW-IN-FURNESS
97-99 Dalton Road	450,000
BIRKENHEAD
37 Borough Pavement		6,425,000
BRIDGWATER
17-21 Cornhill	885,000
CARLISLE
42-48 Scotch Street	1,675,000
CLACTON
56/58 Station Road	500,000
EXMOUTH
27/29 Rolle Road	415,000
GLASGOW
28-34 Argyle Street	1,650,000
GLOUCESTER
22/26 Northgate Street	1,525,000
KILMARNOCK
70 Portland Street	330,000
KIRKCALDY
26 High Street	580,000
LONDON, FULHAM
427/429 North End Road	1,300,000
LONDON, STOKE NEWINGTON
154/156 High Street	1,150,000
LOWESTOFT
114/116 London Road North	1,250,000
NEATH
38 Queen Street	400,000
NEWARK
25 Catergate	300,000
NORTHAMPTON
64 Abington Street	4,425,000
NUNEATON
11 Harefield Road	650,000
OWESTRY
12/14 Cross Street	500,000
PENZANCE
78/80 Market Jew Street	570,000
PETERLEE
The Broadclose		1,500,000

Town Address	Freehold £	*Long Leasehold £	**Short Leasehold £
HIGH STREET RETAIL (continued)
RAMSGATE
59/63 Queen Street	600,000
SCUNTHORPE
98/102 High Street	1,075,000
ST AUSTELL
14 Truro Road	160,000
STROOD
85-93 High Street	625,000
TAUNTON
18/19 East Street	1,450,000
WALSALL
24/26 Park Street	1,600,000
Total	25,465,000	7,925,000
RETAIL WAREHOUSE
GALASHIELS
Units 1, 2 & 3 Hunters Bridge Retail Park	3,250,000
SLOUGH
383-389 Bath Road	5,350,000
ST HELENS
17 King Street		3,250,000
STOKE, LONGTON
Heathcote Road	9,110,000
Total	17,710,000	3,250,000
TOTAL	43,175,000	11,175,000	54,350,000

SCHEDULE OF OCCUPATION

Town	Address	Postcode	Tenant
Ashford	24-28 High Street	TN24 8TD	Sports Direct International
Ashington	The Hirst, Woodhorn Road	NE63 9AS	Sports Direct International
Business Link
Barrow-in-Furness	97/99 Dalton Road	LA14 1HZ	Sports Direct International
Birkenhead	37 Borough Pavement	CH41 2XX	Unit 1 – WH Smith
Unit 2 – Dorsman t/a Peacocks
Unit 3 – Sports Direct International
Bridgwater	17-21 Cornhill	TA6 3BX	Unit 1 – Sports Direct International
Claires
Carlisle	42/48 Scotch Street	CA3 8PN	Sports Direct International
Clacton	56/58 Station Road	CO15 1SP	Sports Direct International
Exmouth	27/29 Rolle Road	EX8 1NW	Sports Direct International
Flat – Vacant
Galashiels	Units 1, 2 & 3 Hunters
Bridge Retail Park	TD1 1DD	Unit 1 – Halfords
Unit 2 – Sports Direct International
Unit 3 – Comet
Glasgow	28-34 Argyle Street	G2 8AD	Sports Direct International
Gloucester	22/26 Northgate Street	GL1 1SE	Sports Direct International
Kilmarnock	70 Portland Street	KA1 1JG	Sports Direct International
Kirkcaldy	26 High Street	KY1 1NR	Sports Direct International
London, Fulham	427/429 North End Road	SW6 1NY	Sports Direct International
London,
Stoke Newington	154/156 High Street	N16 7JL	Sports Direct International
Flat – Vacant
Lowestoft	114/116 London Road North	NR32 1EZ	Sports Direct International
Neath	38 Queen Street	SA11 1DL	Sports Direct International
Newark	25 Catergate	NG24 IUA	Sports Direct International
Northampton	64 Abington Street	NN1 2AP	Unit 1 – Poundland
Unit 2 – Sports Direct International
Nuneaton	11 Harefield Road	CV11 4HA	Sports Direct International
Owestry	12/14 Cross Street	SY11 2NG	Sports Direct International
Penzance	78/80 Market Jew Street	TR18 2LG	Sports Direct International
Peterlee	The Broadclose	SR8 1AJ	Unit 1 – Sports Direct International
Unit 2 – Sports Direct International
Unit 3 – Storeys Carpets
Ramsgate	59/63 Queen Street	CT11 9EJ	Unit 1 – Sports Direct International
Unit 2 – Universal Bikes
(Sports Direct)
Scunthorpe	98/102 High Street	DN15 6HB	Sports Direct International
Slough	383-389 Bath Road	SL1 5QA	Unit 1 – Dreams
Unit 2 – Sports Direct International

Town	Address	Postcode	Tenant
St Austell	14 Truro Road	PL25 5JB	Sports Direct International
St. Helens	17 King Street	WA10 2LE	WH Smith (assigned to Focus DIY)
Stoke, Longton	Heathcote Road	ST3 2JU	Unit 1 – Matalan
			Unit 2 – Sports Direct International
Strood	85-93 High Street	ME4 4AH	Sports Direct International
			Poster
Taunton	18/19 East Street	TA1 3LJ	Sports Direct International
Walsall	24/26 Park Street	WS1 1NG	Sports Direct International

SCOPE OF WORK & SOURCES OF INFORMATION

SOURCES OF INFORMATION

We have carried out our work based upon information supplied to us by, as set out within this report, which we have assumed to be correct and comprehensive.

THE PROPERTIES

Our report contains a brief summary of the property details on which our valuation has been based.

INSPECTIONS

13 June and 30 June 2011.

AREAS ENVIRONMENTAL MATTERS

We have not carried out any investigations into the past or present uses of the Properties, nor of any neighbouring land, in order to establish whether there is any potential for contamination and have therefore assumed that none exists.

REPAIR AND CONDITION

We have not carried out building surveys, tested services, made independent site investigations, inspected woodwork, exposed parts of the structure which were covered, unexposed or inaccessible, nor arranged for any investigations to be carried out to determine whether or not any deleterious or hazardous materials or techniques have been used, or are present, in any part of the Properties. We are unable, therefore, to give any assurance that the Properties are free from defect.

TOWN PLANNING TITLES, TENURES, AND LETTINGS

Details of title/tenure under which the Properties are held and of lettings to which they are subject are as supplied to us. We have not generally examined nor had access to all the deeds, leases or other documents relating thereto. Where information from deeds, leases or other documents is recorded in this report, it represents our understanding of the relevant documents. We should emphasise, however, that the interpretation of the documents of title (including relevant deeds, leases and planning consents) is the responsibility of your legal adviser.

We have not conducted credit enquiries on the financial status of any tenants. We have, however, reflected our general understanding of purchasers' likely perceptions of the financial status of tenants.

VALUATION ASSUMPTIONS

CAPITAL VALUES

Each valuation has been prepared on the basis of “Market Value” which is defined as:

“The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

No allowances have been made for any expenses of realisation nor for taxation which might arise in the event of the disposal. Acquisition costs have not been included in our valuation.

No account has been taken of any inter-company leases or arrangements, nor of any mortgages, debentures or other charges.

No account has been taken of the availability or otherwise of capital based Government or European Community grants.

RENTAL VALUES

Rental values indicated in our report are those which have been adopted by us as appropriate in assessing the capital value and are not necessarily appropriate for other purposes, nor do they necessarily accord with the definition of Market Rent.

THE PROPERTIES

Where appropriate we have regarded the shop fronts of retail and showroom accommodation as forming an integral part of the building.

Landlord’s fixtures such as lifts, escalators, central heating and other normal service installations have been treated as an integral part of the building and are included within our valuations.

Process plant and machinery, tenants’ fixtures and specialist trade fittings have been excluded from our valuations.

All measurements, areas and ages quoted in our report are approximate.

ENVIRONMENTAL MATTERS

In the absence of any information to the contrary, we have assumed that:

(a) the Properties are not contaminated and are not adversely affected by any existing or proposed environmental law;

(b) any processes which are carried out on the Properties which are regulated by environmental legislation are properly licensed by the appropriate authorities.

We have assumed that the properties possess current Energy Performance Certificates (EPCs) as required under the Government’s Energy Performance of Buildings Directive.

REPAIR AND CONDITION

In the absence of any information to the contrary, we have assumed that:

(a) there are no abnormal ground conditions, nor archaeological remains, present which might adversely affect the current or future occupation, development or value of the Properties;

(b) the Properties are free from rot, infestation, structural or latent defect;
(c) no currently known deleterious or hazardous materials or suspect techniques have been used in the construction of, or subsequent alterations or additions to, the Properties; and
(d) the services, and any associated controls or software, are in working order and free from defect.

We have otherwise had regard to the age and apparent general condition of the Properties. Comments made in the property details do not purport to express an opinion about, or advise upon, the condition of uninspected parts and should not be taken as making an implied representation or statement about such parts.

TITLE, TENURE, PLANNING AND LETTINGS

Unless stated otherwise within this report, and in the absence of any information to the contrary, we have assumed that:

(a) the Properties possess a good and marketable title free from any onerous or hampering restrictions or conditions;
(b) all buildings have been erected either prior to planning control, or in accordance with planning permissions, and have the benefit of permanent planning consents or existing use rights for their current use;
(c) the Properties are not adversely affected by town planning or road proposals;
(d) all buildings comply with all statutory and local authority requirements including building, fire and health and safety regulations;
(e) only minor or inconsequential costs will be incurred if any modifications or alterations are necessary in order for occupiers of each Property to comply with the provisions of the Disability Discrimination Act 1995;
(f) all rent reviews are upward only and are to be assessed by reference to full current market rents;
(g) there are no tenant's improvements that will materially affect our opinion of the rent that would be obtained on review or renewal;
(h) tenants will meet their obligations under their leases, and are responsible for insurance, payment of business rates, and all repairs, whether directly or by means of a service charge;
(i) there are no user restrictions or other restrictive covenants in leases which would adversely affect value;
(j) where more than 50 per cent. of the floorspace of a property is in residential use, the Landlord and Tenant Act 1987 (the "Act") gives certain rights to defined residential tenants to acquire the freehold/head leasehold interest in the property. Where this is applicable, we have assumed that necessary notices have been given to the residential tenants under the

provisions of the Act, and that such tenants have elected not to acquire the freehold/head leasehold interest. Disposal on the open market is therefore unrestricted.

(k) where appropriate, permission to assign the interest being valued herein would not be withheld by the landlord where required; and

(l) vacant possession can be given of all accommodation which is unlet or is let on a service occupancy.

PART V

ADDITIONAL INFORMATION

1. RESPONSIBILITY

The Directors of Sports Direct, whose names appear on page 4 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. SPORTS DIRECT INTERNATIONAL PLC

The Company was incorporated and registered as a private company in England and Wales on 21 December 2006 under the name of Sports Direct International Limited. The Company was re-registered as a public company limited by shares on 9 February 2007.

The registered office of the Company and its headquarters is Unit A Brook Park East, Shirebrook NG20 8RY. The telephone number of the registered office is 0870 333 9400.

3. MAJOR SHAREHOLDERS

Insofar as is known to Sports Direct, the name of each person who, directly or indirectly, has an interest in the Issued Ordinary Share Capital of Sports Direct which is notifiable under Part VI of the Act, and the amount of such person's interest, as at 10 August 2011, (being the latest practicable date prior to the publication of this document) is as follows:

Shareholder	Number of Ordinary Shares	Percentage of Issued Ordinary Share Capital
MASH Holdings Limited	410,400,000	71.18%
Schroders UK Mid 250 Fund	31,300,000	5.42%
Norges Bank	15,748,082	2.73%

MASH Holdings Limited is wholly owned by Michael Ashley.

The Company is not directly or indirectly owned or controlled by another corporation, any foreign government, or any other natural or legal person, severally or jointly.

4. SIGNIFICANT CHANGE

No significant change in the financial or trading position of the Group has occurred since 24 April 2011, being the end of the last financial period for which audited financial information has been published.

5. MATERIAL CONTRACTS

The following contracts are the only contracts (not being contracts entered into in the ordinary course of business) that (i) in the opinion of the Company may be relevant to Shareholders in making a properly formed assessment of how to vote on the Resolution; and (ii) (A) have been entered into by the Company or

any member of the Group within the two years immediately preceding the date of this document which are or may be material to the Group or (B) have been entered into by the Company or any member of the Group at any other time and which contain provisions under which the Company or any member of the Group has an obligation or entitlement that is material to the Group as at the date of this document.

Relationship Agreement

On 11 February 2007, Michael Ashley and the Company entered into a relationship agreement, pursuant to which Michael Ashley undertook to the Company that, for so long as he is entitled to exercise, or to control the exercise of, 15 per cent. or more of the rights to vote at general meetings of the Company, he will:

conduct all transactions and relationships with any member of the Group on arm’s length terms and on a normal commercial basis and with the approval of the Non-Executive Directors of the Company;
exercise his voting rights or other rights in support of the Company being managed in accordance with the Listing Rules and the principles of good governance set out in the Code and not exercise any of his voting or other rights and powers to procure any amendment to the Articles;
other than through his interest in the Company, not have any interest in any business which sells sports apparel and equipment subject to certain rights, after notification to the Company, to acquire any such interest of less than 20 per cent. of the business concerned, and certain other limited exceptions, without receiving the prior approval of the Non-Executive Directors; and
not solicit for employment or employ any senior employee of the Company.

Leases

The Leases are granted for five year terms. Sportsdirect.com Retail Limited has the right to break the term of any lease granted to it on six months’ written notice.

The annual rent for each of the Properties occupied by Sportsdirect.com Retail Limited is set at 5 per cent. of the aggregate sums of money received in any year of the lease for all sales performed at that Property (exclusive of VAT). This rent is reviewed upon the occurrence of certain events, such as the assignment of the lease or the grant of an underlease.

The Leases contain standard terms in relation to the obligations of the landlord and the tenant. For example:

the landlord is required to keep the properties insured, subject to the tenant paying the gross costs of the insurance premium on written demand;
the tenant is responsible for keeping the property in good condition and for the payment of rates, taxes and utilities;
the tenant is required to pay a fair and reasonable proportion of the costs of keeping the common items of the property maintained;
the tenant is prevented from assigning or underletting part of the lease, and may only assign or underlet the whole of the lease with the landlord’s consent (which is not to be unreasonably withheld);
the tenant must indemnify the landlord against all reasonable and proper expenses and costs arising from any breach of the covenants contained in the lease agreement.

Termination of the Leases by agreement between the parties does not give rise to any termination payments payable by the tenant to the landlord, or vice versa.

6 Michael Ashley’s Interest in the Company

As at 10 August 2011 (being the latest practicable date prior to the publication of this document), the beneficial and non-beneficial interests of Michael Ashley and his connected persons (within the meaning of Section 252 255 of the Act) in the Issued Ordinary Share Capital of the Company, which are interests of a connected person (within the meaning of Section 252 255 of the Act) of Michael Ashley, which would, if the

connected person were a director, be required to be disclosed, and the existence of which is known or could, with reasonable diligence, be ascertained by that director, are as follows:

Name	Beneficial shares	Percentage of Issued Ordinary Share capital
Michael Ashley	410,400,000	71.17%

Note: all shares are beneficially held

7. SERVICE CONTRACT BETWEEN MICHAEL ASHLEY AND THE COMPANY

Michael Ashley entered into a service contract with the Company on 11 February 2007 to act as Executive Deputy Chairman.

Salary

Michael Ashley does not receive a salary in respect of his position as Executive Deputy Chairman and receives no fees or other remuneration as a director of Sports Direct.

Duration of service contract and notice period

The service agreement states that the employment is for an indefinite period of time with either party entitled to give twelve months’ written notice to terminate. The service agreement may be terminated by Sports Direct without notice for cause (including a serious breach of the terms of the service agreement or misconduct, in either case by Michael Ashley).

Bonus Arrangement

Michael Ashley is entitled to participate in a discretionary bonus scheme, decided upon by the remuneration committee. Any such bonus is non-pensionable. To date no bonus has been proposed or paid to Mr Ashley.

Pension entitlements

Michael Ashley is entitled to join the Company’s stakeholder pension scheme.

Confidentiality and restrictive covenants

Michael Ashley is subject to a confidentiality undertaking, which is unlimited in time. He is also subject to a non-solicitation restrictive covenant for a period of 12 months following the termination of the service contract. The restrictive covenant includes not to be employed by or be interested in any entity that carries on business in competition with the Company.

8. RELATED PARTY TRANSACTIONS

On 4 August 2007 the Company sold an Augusta A109S Grand helicopter to MASH Aviation LLP, a company owned by Michael Ashley, for consideration of Euro 4,806,175 (plus VAT). There have been no other transactions between a related party and the Company in the past three years.

9. CONSENTS

Charles Stanley has given and has not withdrawn its written consent to the inclusion in this document of statements attributed to it and references to its name in the form and context in which they appear.

CB Richard Ellis Limited has given and has not withdrawn its written consent to the inclusion in this document of the Valuation Report and references to its name in the form and context in which they appear.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents may be inspected at the registered office of the Company and at the offices of Nabarro LLP, Lacon House, 84 Theobald’s Road, London WC1X 8RW during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for a period of 14 days following the date of this document and, in any event, up to and including the date of the General Meeting and for the duration of the General Meeting:

(a) the Valuation Report;
(b) the draft Acquisition Agreements;
(c) the memorandum and articles of association of Sports Direct International plc;
(d) the written consents referred to in paragraph 9 of this Part V;
(e) the annual report and audited financial statements of the Group in respect of the year ended 24 April 2011 and the two financial years preceding this; and
(f) this document.

The above documentation will also be available for inspection on the dates and at the place of the General Meeting for at least 15 minutes prior to the General Meeting until the conclusion of that meeting.

Dated: 11 August 2011

PART VI

DEFINITIONS

The following definitions apply throughout this document and in the accompanying Form of Proxy, unless the context requires otherwise:

Acquisition Agreements
the Glasgow Agreement and the Property Agreement

Act
the Companies Act 2006, as amended

Annual General Meeting
the annual general meeting of the Company to be held on 7 September 2011 at 3 p.m.

Articles
the articles of association of the Company

Board or Directors
the board of directors of Sports Direct International plc whose names are set out in Part I of this document

CBRE
CB Richard Ellis Limited, Kingsley House, Wimpole Street, London W1G ORE

Charles Stanley
Charles Stanley Securities, a trading division of Charles Stanley & Co. Limited, whose registered office is at 25 Luke Street, London EC2A 4AR

Code
the UK Corporate Governance Code issued by the Financial Reporting Council

Completion
the completion of the Glasgow Agreement and the Property Agreement, as applicable

CREST
the relevant system (as defined in the CREST Regulations) in respect of which CRESTCo Limited is the Operator (as defined in the CREST Regulations)

CREST Manual
the manual, as amended from time to time, produced by Euroclear UK & Ireland Limited describing the CREST system and supplied by Euroclear UK & Ireland Limited to users and participants thereof

CREST Regulations
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)

Disclosure and Transparency Rules
the disclosure rules made by the Financial Services Authority in exercise of its functions as competent authority pursuant to Part VI of the FSMA

Euro or €
the lawful currency of the European single currency area

Executive Deputy Chairman
The Executive Deputy Chairman of the Company who at the date of this document is Michael Ashley

Financial Services Authority or FSA
the UK Financial Services Authority

Form of Proxy
the form of proxy accompanying this document for use by Shareholders in respect of the General Meeting

FSMA
the Financial Services and Markets Act 2000 and all regulations promulgated thereunder as amended from time to time

General Meeting
the general meeting of the Company to be held on 7 September 2011 at 3.30 p.m. (or at such later time following the conclusion of

Glasgow Agreement
the Annual General Meeting) convened by the General Meeting Notice, at which the Resolution will be proposed

Glasgow Premises
the conditional agreement to be entered into between Michael Ashley and SDI Property Limited relating to the sale and purchase of Stirlings (Argyle Street) Limited

Implied Leases
the premises at 28–34 Argyle Street, Glasgow G2 8AD

Independent Directors
the two implied lease agreements between Michael Ashley and Sportsdirect.com Retail Limited in respect of the Properties at Birkenhead and Northampton

Independent Shareholders
the directors of the Company, excluding Michael Ashley

Issued Ordinary Share Capital
a Shareholder other than Michael Ashley and any of Michael Ashley’s other associates as defined under the Listing Rules

Leases
the issued Ordinary Shares of the Company (which does not include any treasury shares)

Listing Rules
means the 29 lease agreements dated 2 March 2007 between Sportsdirect.com Retail Limited and Michael Ashley

London Stock Exchange
the listing rules made by the Financial Services Authority in exercise of its functions as competent authority pursuant to Part VI of the FSMA

Non-Executive Directors
London Stock Exchange plc

any non-executive Chairman of the Board of Directors of the Company and any other director who is independent for the purposes of the Code. The Non Executive Directors as at the last date practicable prior to the publication of this document are Dr Keith Hellawell, Simon Bentley, David Singleton, Charles McCreevy and Claire Jenkins

Notice of General Meeting
the notice of the General Meeting set out at the end of this document

Ordinary Shares
ordinary shares of 10 pence each in the capital of the Company

Ordinary Resolution
a resolution passed by a simple majority of the votes of the Shareholders entitled to vote and voting in person or by proxy at the General Meeting

Properties
the 32 freehold and long leasehold properties listed in Part II, and Property shall be construed accordingly;

Property Agreement
the conditional agreement to be entered into between Michael Ashley and SDI Property Limited for the sale and purchase of the Properties excluding the Glasgow Premises

Proposed Acquisition
the proposed acquisition by the Company of the Properties from Michael Ashley, as more particularly described in Parts II and III of this document

Red Book
RICS Valuation Standards, seventh edition

Registrars
Computershare Investor Services PLC

Resolution
the Ordinary Resolution in relation to the Proposed Acquisition contained in the General Meeting Notice

Shareholders
holders of Ordinary Shares from time to time, and “Shareholder” shall be construed accordingly

Sports Direct Bonus Share Schemes
the Sports Direct International Employee Bonus Share Scheme and Executive Bonus Share Scheme

Sports Direct Group or the Group
Sports Direct International plc and its subsidiary undertakings (as defined in the Act)

Sports Direct or the Company
Sports Direct International plc

St. Helens Lease
the sub lease between Focus DIY Limited and Scottish Power in respect of a sub lease over the Property at St Helens, which was assigned to Sportsdirect.com Retail Limited on 23 April 2007

Valuation Report
the valuation report dated 11 August 2011 prepared by CBRE in relation to the Properties and set out in Part IV of this document

NOTICE OF GENERAL MEETING

Sports Direct International plc

(Incorporated in England and Wales under the Companies Act 1985 with registered number 06035106)

Notice of General Meeting

Notice is hereby given that a General Meeting of Sports Direct International plc (the "Company") will be held at 3.30 p.m. on 7 September 2011 (or at such later time as the Company's Annual General Meeting convened for 3.00 p.m. on the same date shall finish) at Unit D, Book Park East, Shirebrook NG20 8RY, to consider and, if thought fit, pass the following resolution which will be proposed as an Ordinary Resolution:

RESOLUTION:

THAT the proposed acquisition (the "Acquisition") by the Company of Properties owned by Michael Ashley, a director of the Company, pursuant to and on the terms and conditions contained in the Acquisition Agreements between SDI Property Limited (a subsidiary of the Company) and Michael Ashley as described in a circular to Shareholders dated 11 August 2011 (the "Circular"), be and is hereby approved and the Independent Directors (as defined in the Circular) of the Company (or any duly authorised committee thereof) be and are hereby generally and unconditionally authorised to do or procure to be done all such acts and things and execute or procure the execution of all such deeds and documents as they may in their absolute discretion consider necessary and/or desirable in order to implement and complete, or otherwise in connection with, the Acquisition in accordance with the proposed terms and conditions described in the Circular, and to agree such amendments and variations to and waivers of such terms and conditions (provided such amendments, variations or waivers are not of a material nature) as the Independent Directors of the Company (or any duly authorised committee thereof) may in their absolute discretion think fit.

By order of the Board

Rebecca Tylee-Birdsall

Company Secretary

Registered office

Unit A, Brook Park East

Shirebrook

NG20 8RY

11 August 2011

NOTES TO NOTICE OF GENERAL MEETING

A member entitled to attend and vote at the meeting is entitled to appoint another person(s) (who need not be a member of the Company) to exercise all or any of his rights to attend, speak and vote at the meeting. A member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him.
A proxy does not need to be a member of the Company but must attend the General Meeting in person to represent you. Your proxy could be the Chairman or another person who has agreed to attend to represent you. Your proxy will vote as you instruct and must attend the meeting for your vote to be counted. Details of how to appoint the Chairman or another person as your proxy using the proxy form are set out in the notes to the proxy form. Appointing a proxy does not preclude you from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.
An appointment of proxy is provided with this notice and instructions for use are shown on the form. In order to be valid, a completed appointment of proxy must be returned to the Company by one of the following methods:

3.1 in hard copy form by post, by courier or by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY; or

3.2 by completing it online at www.eproxyappointment.com by following the instructions on screen to submit it. You will need to identify yourself with your Shareholder Reference Number (SRN), PIN and Control Number, all of which are shown on the form of proxy which accompanies this notice: or

3.3 in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below,

and in each case must be received by the Company no later than 3.30 p.m. on 5 September 2011 (being 48 hours before the time fixed for the meeting.)

Please note that the Company takes all reasonable precautions to ensure that no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company and/or our registrars, including (without limitation) the lodgement of an electronic proxy form, that is found to contain any viruses will not be accepted.
Please indicate with an "X" in the boxes provided on the Form of Proxy how you wish your proxy to vote on the resolutions. The "Vote withheld" option on the form is provided to enable you to abstain on any particular resolution. However a "Vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.
To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others.
If conflicting proxies are sent or received at the same time in respect of (or deemed to be in respect of) an entire holding, none of them shall be treated as valid.

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Senority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holdings (the first named being the most senior).
Where the aggregate number of shares in respect of which proxies are appointed exceeds a member's entire holding and it is not possible to determine the order in which they were sent or received (or they were all sent or received at the same time), the number of votes attributed to each proxy will be reduced pro rata.
Where the application of paragraph 9 above gives rise to fractions of shares, such fractions will be rounded down.
If a member appoints a proxy or proxies and then decides to attend the general meeting in person and vote, then the vote in person will override the proxy vote(s). If the vote in person is in respect of the member's entire holding, then all proxy votes will be disregarded. If, however, the member votes at the meeting in respect of less than the member's entire holding, then if the member indicates on his polling card that all proxies are to be disregarded, that shall be the case; but if the member does not specifically revoke proxies, then the vote in person will be treated in the same way as if it were the last received proxy and earlier proxies will only be disregarded to the extent that to count them would result in the number of votes being cast exceeding the member's entire holding.
In relation to paragraph 11 above, in the event that a member does not specifically revoke proxies, it will not be possible for the Company to determine the intentions of the member in this regard. However, in light of the aim to include votes wherever and to the fullest extent possible, it will be assumed that earlier proxies should continue to apply to the fullest extent possible.
A copy of this notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a "Nominated Person"). The rights to appoint a proxy cannot be exercised by a Nominated Person: they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member who has nominated him to be appointed as a proxy for the meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) by the latest time (s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions in proxies appointed through CREST should be communicated to the appointee through other means.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Only those shareholders registered in the Register of Members of the Company as at 6.00 p.m. on 5 September 2011 (or, if the meeting is adjourned, on the date which is two days before the time of the adjourned meeting) shall be entitled to attend and vote at the meeting or adjourned meeting in respect of the number of shares registered in their respective names at that time. Changes to the Register of Members after that time will be disregarded in determining the rights of any person to attend or vote at the meeting or adjourned meeting.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. In accordance with the provisions of the Companies Act 2006 (as amended by the Companies (Shareholders' Rights Regulations 2009), each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is therefore no longer necessary to nominate a designated corporate representative.
Except as provided above, members who have general queries about the General Meeting should contact the Company at Unit A, Brook Park East, Shirebrook NG20 8RY or Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY (no other methods of communication will be accepted).
As at 10 August 2011 (being the last business day before the publication of this Notice), the Company's issued share capital consisted of 640,602,369 ordinary shares of 10p each. The Company holds 64,000,000 ordinary shares in treasury and is not permitted to exercise voting rights in respect of those shares. Therefore the total voting rights in the Company are 576,602,369.
Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:

22.1 to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;

22.2 the answer has already been given on a website in the form of an answer to a question; or

22.3 it is undesirable in the interests of the company or the good order of the meeting that the question be answered.

A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.sports-direct-international.com.
The following documents are available for inspection at the registered office of the Company during normal business hours on each weekday (public holidays excluded) and at the place of the annual general meeting for 15 minutes prior to and during the meeting:

24.1 copies of the executive directors' service contracts with the Company;

24.2 copies of letters of appointment of non-executive directors;

24.3 rules of the Executive Bonus Share Schemes;
24.4 a copy of the Articles of Association of the Company;
24.5 the Annual Report and audited financial statements of the Group in respect of the 52 weeks ended 24 April 2011.

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Frasers Group PLC — Proxy Solicitation & Information Statement 2011

4862_rns_2011-08-11_d543f549-084c-4c80-aff7-26abd335cfbc.pdf

SPORTS DIRECT INTERNATIONAL PLC

Proposed Related Party Acquisition of Properties

Notice of General Meeting

TABLE OF CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2. Background to and benefits of the Proposed Acquisition

3. Information on the Properties

4. Financial effects of the Proposed Transaction

5. Principal terms and conditions of the Proposed Acquisition

6. Risks associated with the Proposed Acquisition

Potential fall in demand for retail space

Difficulties letting retail space for vacant properties

Decrease in the value of the Properties

Additional capital expenditure on the properties

PART II

INFORMATION ON THE PROPOSED ACQUISITION

PART III

PRINCIPAL TERMS OF THE PROPOSED ACQUISITION

Property Agreement

Consideration

Condition to Completion

Title

Consent

Apportionments of Rent

Arrears

Completion

Outstanding Rent Reviews

Maintenance Contracts

Service Charge

Construction Warranties

Deeds of Covenant

Indemnities and Break Fees

Glasgow Agreement

Consideration

Condition to Completion

Warranties

Indemnities

PART IV

Property Valuation

VALUATION

ASSUMPTIONS

VARIATION FROM STANDARD ASSUMPTIONS

VALUER

INDEPENDENCE

DISCLOSURE

RELIANCE

SCHEDULE OF OCCUPATION

SCOPE OF WORK & SOURCES OF INFORMATION

SOURCES OF INFORMATION

THE PROPERTIES

INSPECTIONS

AREAS ENVIRONMENTAL MATTERS

REPAIR AND CONDITION

TOWN PLANNING TITLES, TENURES, AND LETTINGS

VALUATION ASSUMPTIONS

CAPITAL VALUES

RENTAL VALUES

THE PROPERTIES

ENVIRONMENTAL MATTERS

REPAIR AND CONDITION

PART V

ADDITIONAL INFORMATION

1. RESPONSIBILITY

2. SPORTS DIRECT INTERNATIONAL PLC

3. MAJOR SHAREHOLDERS

4. SIGNIFICANT CHANGE

5. MATERIAL CONTRACTS

Relationship Agreement

Leases

6 Michael Ashley’s Interest in the Company

7. SERVICE CONTRACT BETWEEN MICHAEL ASHLEY AND THE COMPANY

Salary

Duration of service contract and notice period

Bonus Arrangement

Pension entitlements

Confidentiality and restrictive covenants

8. RELATED PARTY TRANSACTIONS

Frasers Group PLC Proxy Solicitation & Information Statement 2011