Frasers Group PLC — Proxy Solicitation & Information Statement 2014

Aug 5, 2014

Poll Gard To be completed only at the AGM if a Poll is called.		Resolutions	For	Against
		auditor's reports thereon.
Local	Site Map
▲ Shirel	prook Town
	prook Town
Bolsover B6407	UNIT Offices & Warehouse			П
Shirebrook o	Store
SPORTS DIRECT.com BEAGE LONG LONG LONG LONG LONG LONG LONG LONG	UNIT A
29 86477	вкоок •	of the next Annual General Meeting.	ш
A617	PARK	11. To authorise the directors to determine the remuneration of the auditors.
M1		12. To grant authority for the directors to allot shares.
Mansfield		13. To grant additional authority for the directors to allot shares in connection with a rights issue.
Meadow Lane	Delivery Route For Warehouse & Store	14. To dis-apply pre-emption rights.
		15. To authorise the Company to purchase its own shares.
		16. To reduce the notice period for all general meetings other than the Annual General Meeting.
		17. To authorise the making of political donations.
P
Signature
			_
Form of Drayy
Form of Proxy
Please complete this box only if you with to appoint a third party prox	•
Please leave this box blank if you want to select the Chairman. Do no	t insert your own name	(S)		+
				•
		as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on m
behalf at the Annual General Meeting of the Company to held at the a	Auditorium, Unit D, Bro	ook Park East, Shirebrook NG20 8RY on 10 September 2014 at 3:00pm , and at any adjourn	ned m	eeting.
* 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 on	e of multiple appointm	ents being made.
		l l
Please use a black pen. Mark with an X inside the box as shown in the	iis example	x
		te		Vote
	For Against W		Against	Witheld
1. To receive the audited accounts for the year ended 27 April 2014,		11. To authorise the directors to determine the remuneration of the
together with the directors' and auditor's reports thereon.		auditors.	_	ш
2. To approve the Directors' Remuneration Report for the year ended		12. To grant authority for the directors to allot shares.
27 April 2014.				ш
2 To annual the Directoral Demonstration Delice.		13. To grant additional authority for the directors to allot shares in		П
3. To approve the Directors' Remuneration Policy.		connection with a rights issue.
4. To re-elect Keith Hellawell as a director of the Company.		14. To dis-apply pre-emption rights.
F.T. 1 1 1 1 1 1 1 1 1			=	$\equiv$
5. To re-elect Mike Ashley as a director of the Company.		15. To authorise the Company to purchase its own shares.		Ш
6. To re-elect Simon Bentley as a director of the Company.		16. To reduce the notice period for all general meetings other than	$\neg$
		the Annual General Meeting.		Ш
7. To re-elect Dave Forsey as a director of the Company.		17 To subhavious the marking of calibrated depositions	$\neg$
8. To re-elect Dave Singleton as a director of the Company.		17. To authorise the making of political donations.		Ш
		-
9. To re-elect Claire Jenkins as a director of the Company.
10. To re-appoint Grant Thornton UK LLP as the Company's		CDADTC DIDECT	_
auditors, to hold office until the conclusion of the next Annual		eg SPORTS DIRECT.com
General Meeting.
-
I/We instruct my/our proxy as indicated on this form. Unless otherwise	e instructed the prove	may vote as he or she sees fit or abstain in relation to any business of the meeting.
is the modulet myrodic proxy as maleated on this form, offices utilefuls	o modulotou tile proxy i	nay vote as no or one sees ne or abstant in relation to any business of the inectilig.
Signature	Date
		In the case of a corporation, this proxy must be given under its common seal or be si	igned o	n its
	DD/MM
		·

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 10 September 2014 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 10 SEPTEMBER 2014

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: 912498 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 08 SEPTEMBER 2014 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).
• 2. 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.

• 3. 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.

• 4. 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.

• 5. 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
• 6. 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.
• 8. 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