Frasers Group PLC — Proxy Solicitation & Information Statement 2016

Dec 9, 2016

SPORTS DIRECT INTERNATIONAL PLC

(Incorporated and registered in England and Wales under number 06035106)

Notice of General Meeting Thursday 5 January 2017 at 11.00am

THIS DOCUMENT IS IMPORTANT and requires your immediate attention. If you are in any doubt as to what action to take in relation to the General Meeting, you should consult your stockbroker, bank, solicitor, accountant, fund manager or other independent financial advisor authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in Sports Direct International plc, you should immediately send this document together with the accompanying form of proxy to the stockbroker, bank or other agent through whom the sale or transfer was affected for transmission to the purchaser or transferee.

LETTER FROM THE SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR

Sports Direct International plc

Registered in England and Wales Company number: 06035106

Registered Office:

Unit A Brook Park East Shirebrook NG20 8RY

9 December 2016

To the holders of Sports Direct International plc ordinary shares

Dear Shareholder,

As announced following the annual general meeting of the Company held on 7 September 2016 (the "AGM") the Company was disappointed to note that, although his re-election as a director was approved by holders of over 81% of ordinary shares who voted, Dr Keith Hellawell did not receive the support of a majority of independent shareholders who voted, as is now required under the Listing Rules.

As stated in the notice of the AGM dated 28 July 2016, under Listing Rule 9.2.2.F (which first applied to the Company at its 2015 annual general meeting), when a resolution to re-elect an independent director is not passed by both: (i) a majority of the independent shareholders who vote (in this case, the independent shareholders comprise all shareholders in the Company other than Mike Ashley and his concert parties); and (ii) a majority of all shareholders who vote (including Mike Ashley and his concert parties), the Company may put the matter to a second vote of all shareholders, to be held between 90 and 120 days after the AGM.

Following further discussions with independent shareholders' representatives, the Company now intends to hold a second vote on the re-election of Dr Hellawell as a director. As noted above, the resolution must be approved by a majority of all shareholders who vote at the meeting (and in accordance with the Listing Rules, there is no requirement for approval by a separate majority of independent shareholders who vote at the meeting).

As announced on 8 December 2016, David Brayshaw has been appointed as a non-executive director of the Company. The Board believes the Company will benefit from Mr Brayshaw's skill set and that his appointment will increase the independent oversight of the Company's business and operations. The Board continues its search for potential additional non-executive director candidates as part of its succession planning. The Board believes that the re-election of Dr Hellawell, when combined with the appointment of David Brayshaw, will provide a balance of continuity and fresh, independent insight. The Board is also mindful of the importance of maintaining the stability of the leadership of the Company as it seeks to implement certain improvements in working practices as announced with the publication of the Working Practices Report on 6 September 2016.

The general meeting at which the vote on Dr Hellawell's re-election will be held (the "General Meeting"), which I will chair, will take place at 11:00 a.m. on Thursday 5 January 2017 in the Auditorium, Unit D, Brook Park East, Shirebrook, NG20 8RY. Pending the vote, Dr Hellawell is deemed to have been re-elected to the Board from the date of the AGM until the conclusion of the General Meeting. If Dr Hellawell's re-election is approved by a majority of shareholders voting at the General Meeting, he will then be re-elected until the next annual general meeting of the Company in September 2017. However, Dr Hellawell has confirmed that, if he is re-elected at the General Meeting but subsequently does not receive the support of a majority of independent shareholders who vote at the Company's next annual general meeting, he will step down at that time with immediate effect.

Resolution and explanatory notes

The formal notice of General Meeting (the "Notice"), containing the resolution to be proposed to the shareholders of the Company, is attached to this letter. An explanatory note to the resolution appears on page 4 of this document.

Action to be taken

If you are not able to attend the meeting in person, your vote is still important and I would ask you to complete, sign and return the enclosed Form of Proxy to register your vote. This will not prevent you from attending and voting in person at the meeting.

CREST members may also choose to use the CREST voting service in accordance with the procedures set out in the notes on page 5.

The deadline for the receipt of proxy appointments is 11:00 a.m. on Tuesday 3 January 2017. Given the timing of the General Meeting and the possibility that there may be delays to the postal service over the Christmas period, the Board strongly recommends that shareholders either vote online or return their Forms of Proxy prior to the Christmas period and in any event well in advance of this deadline. Online voting is open to all shareholders and you can register your vote electronically by accessing our Registrar's website www.investorcentre.co.uk/eproxy. To vote electronically you will need to use the specific meeting Control Number, SRN and PIN that has been provided to you.

Directors' recommendation

Your Board believes that the resolution to be proposed at the meeting is in the best interests of the Company and its shareholders as a whole and, accordingly, unanimously recommends that shareholders vote IN FAVOUR of the resolution, as the directors intend to do in respect of their own beneficial shareholdings in the Company.

Yours sincerely,

Simon Bentley Senior Independent Non-Executive Director

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting (the "General Meeting") of Sports Direct International plc (the "Company") will be held in the Auditorium, Unit D, Brook Park East, Shirebrook, NG20 8RY on Thursday 5 January 2017 at 11:00 a.m. to consider the following resolution. The resolution will be proposed as an ordinary resolution, requiring more than 50% of the votes cast to be in favour to be passed. Voting on the resolution at the General Meeting will be conducted on a poll rather than on a show of hands.

Resolution:

That Dr Keith Hellawell be re-elected as a director.

By Order of the Board

Company Secretary

9 December 2016

Sports Direct International plc

Registered office: Unit A, Brook Park East, Shirebrook, United Kingdom NG20 8RY

Registered in England and Wales under company no: 06035106

4

NOTICE OF GENERAL MEETING

Explanatory note

Resolution: That Dr Keith Hellawell be re-elected as a director

The resolution is proposed as an ordinary resolution, requiring more than 50% of the votes cast to be in favour to be passed, and can be voted on by all shareholders of the Company. If the resolution is approved, Dr Hellawell will be treated as having been re-elected until the next annual general meeting of the Company. However, if the resolution fails, Dr Hellawell's appointment will cease on the date of the General Meeting.

For the purposes of the UKLA Listing Rules, due to Mike Ashley's beneficial holding of 330,000,000 shares in the Company, representing 55.6% of the issued share capital of the Company on 7 December 2016 (the last available day before printing of this notice), he is a controlling shareholder of the Company. The UKLA Listing Rules require companies with a controlling shareholder to make additional disclosures about a director's relationships, independence, effectiveness and appointments. This information is set out below in relation to Dr Hellawell.

• Relationships and transactions: The Company has received confirmation from Dr Hellawell that, other than his letter of appointment as Chairman by the Company, there is no existing or previous relationship, transaction or arrangement that he has or has had with the Company, its directors, the controlling shareholder or any associate of the controlling shareholder.
• Effectiveness: The background and experience of Dr Hellawell is set out in the biographical information on page 42 of the Annual Report and Accounts 2016 (the "Annual Report"). As stated in the notice of the AGM, the Board believes that Dr Hellawell continues to demonstrate commitment to his role as Chairman, is an effective member of the Board, and contributes to the required balance of skills, knowledge and experience identified by the Board.
• Independence: As disclosed on page 49 of the Annual Report, the Board has considered the independence of each member of the Board and believes that Dr Hellawell remains independent in character and judgment, and that there are no relationships or circumstances that are likely to affect, or appear to affect, his judgment.
• Selection: As disclosed in the report of the Nomination Committee on pages 53 to 54 of the Annual Report, the Nomination Committee aims to ensure that the Board remains balanced, knowledgeable and diverse in order to meet the needs of the Company. In selecting a new Chairman in 2010, the Company initially conducted a search through external recruitment consultants which was unsuccessful. Upon the recommendation of an institutional shareholder, Dr Hellawell was subsequently interviewed and appointed to the Board.

Information about Dr Keith Hellawell is set out below.

Dr Keith Hellawell

Non-Executive Director and Chairman of the Board, Chairman of the Nomination Committee and a member of the Remuneration Committee. Dr Hellawell has a wealth of experience in private sector management serving as a Non-Executive Chairman or Director of a number of diverse companies including: 1998/99 Evans of Leeds (property), 2003/2006 Dalkia plc (energy) and 2004/2006 Sterience Limited (sterilisation plants) both subsidiaries of the French Company Veolia Environnement S.A. and 2006/2009 Goldshield Group plc. Prior to this, Dr Hellawell has over 40 years' experience in public sector management being a former Chief Constable of two British police forces. Between 1998 and 2002, working directly for the Prime Minister, he wrote and coordinated the United Kingdom national and international anti-drugs policy.

NOTICE OF ANNUAL GENERAL MEETING

Notes

ELIGIBILITY TO ATTEND AND VOTE/APPOINTING A PROXY

The rights of members to attend and vote at the meeting will be determined by reference to entries on the register of members at the close of business on 3 January 2017. Only holders of ordinary shares on the register at that time shall be entitled to attend and/or vote at the meeting. Such shareholders may vote in respect of the number of shares registered in their names at that time, but any subsequent changes to the register of members shall be disregarded in determining rights to attend and vote.

A member entitled to attend and vote may appoint one or more proxies (who need not be members of the Company) to attend, speak and vote instead of him or her provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A form of proxy is enclosed, which members are invited to complete and return. Lodging a form of proxy will not preclude the member from attending the meeting and voting in person should he or she decide to do so. To be valid, the form of proxy (together with any power of attorney or other authority under which it is signed) must reach the Company's registrar Computershare Investor Services by post, by courier or by hand to Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom or electronically via www.eproxyappointment.com not later than 11:00 a.m. on 3 January 2017 (two working days before the General Meeting).

Please indicate with an "X" in the boxes provided on the Form of Proxy how you wish your proxy to vote on the resolution. The "Vote Withheld" option on the form is provided to enable you to abstain on the 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" the resolution.

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the General Meeting by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members who have appointed a voting service provider, 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 Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is 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 number 3RA50) not later than 48 hours before the time appointed for the meeting. For this purpose, the time of receipt will be taken to 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 to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Ltd does not make available special procedures in CREST for any particular message. Normal systems 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 limitation of the CREST systems and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Security Regulations 2001.

MULTIPLE PROXY VOTING INSTRUCTIONS

The following principles shall apply in relation to the appointment of multiple proxies:

• a. The Company will give effect to the intentions of members and include votes wherever and to the fullest extent possible.
• b. Where a proxy does not state the number of shares to which it applies (a blank proxy) then, subject to the following principles where more than one proxy is appointed, that proxy is deemed to have been appointed in relation to the total number of shares registered in the name of the appointing member (the member's entire holding). In the event of a conflict between a blank proxy and a proxy which does state the number of shares to which it applies (a specific proxy), the specific proxy shall be counted first, regardless of the time it was sent or received (on the basis that as far as possible, the conflicting forms of proxy should be judged to be in respect of different shares) and remaining shares will be apportioned to the blank proxy (pro rata if there is more than one).
• c. Where there is more than one proxy appointed and the total number of shares in respect of which proxies are appointed is no greater than the member's entire holding, it is assumed that proxies are appointed in relation to different shares, rather than that conflicting appointments have been made in relation to the same shares. That is, there is only assumed to be a conflict where the aggregate number of shares in respect of which proxies have been appointed exceeds the member's entire holding.
• d. When considering conflicting proxies, later proxies will prevail over earlier proxies, and which proxy is later will be determined on the basis of which proxy is last sent (or, if the Company is unable to determine which is last sent, last received). Proxies in the same envelope will be treated as having been sent and received at the same time, to minimise the number of conflicting proxies.
• e. 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.
• f. 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.

NOTICE OF ANNUAL GENERAL MEETING

Notes

• g. Where the application of paragraph (f) above gives rise to fractions of shares, such fractions will be rounded down.
• h. 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 votes(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.
• i. In relation to paragraph (h) 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.

RIGHTS OF NOMINATED PERSONS

Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 (the "Act") to enjoy information rights (a "Nominated Person") may, under agreement with the shareholder by whom he was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statement of the rights of shareholders in relation to the appointment of proxies in the paragraph above entitled "Eligibility to attend and vote/Appointing a Proxy" does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.

CORPORATE REPRESENTATIVES

A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the General Meeting. In accordance with the provisions of the Act, 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 no longer necessary to nominate a designated corporate representative (as was previously recommended by the ICSA guidance published in relation to corporate representatives).

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.

ISSUED SHARES AND TOTAL VOTING RIGHTS

As at 7 December 2016, the Company's issued share capital comprised 640,602,369 ordinary shares of 10p each. Each ordinary share carries the right to one vote at a general meeting of the Company provided that it is not permitted to exercise the voting rights of shares held in treasury. The Company holds 47,481,654 ordinary shares in treasury and accordingly the total number of voting rights in the Company as at 7 December 2016 was 593,120,715.

QUESTIONS AT THE GENERAL MEETING

Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such questions relating to the business being dealt with at the meeting but no such answer needs to be given, if:

• a. to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
• b. the answer has already been given on a website in the form of an answer to a question; or
• c. it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

COMMUNICATION

Except as provided above, members who have general queries about the General Meeting should contact the Company Secretary at Unit A, Brook Park East, Shirebrook, NG20 8RY or Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom (no other methods of communication will be accepted).

You may not use any electronic address provided either in this Notice of General Meeting or any related documents to communicate with the Company for any purposes other than those expressly stated.

DOCUMENTS AVAILABLE FOR INSPECTION

The following documents are available for inspection at Sports Direct International plc, Unit A, Brook Park East, Shirebrook, NG20 8RY during normal business hours on any weekday (excluding weekends) from the date of this notice until the date of the General Meeting and at the General Meeting venue from 10.30 a.m. on Thursday 5 January 2017 until the conclusion of the meeting:

• (a) copies of all service contracts and letters of appointment of the directors;
• (b) a copy of the Articles of Association of the Company;
• (c) biographical details of Dr Keith Hellawell which are shown on page 42 of the Annual Report.

Copies of the documents set out at (b) to (c) above and the other information required by section 311A of the Act can also be found at www.sportsdirectplc.com under the Media Centre pages.

HOW TO GET TO THE GENERAL MEETING

The General Meeting will be held in the Auditorium, above the retail shop on the Company's site at Shirebrook. A map showing the location of the Company's site is printed on the reverse of the proxy card.

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

0344 245 9200

www.sportsdirectplc.com