Frasers Group PLC — Proxy Solicitation & Information Statement 2016

Dec 9, 2016

Form of Proxy Please complete this box only if you with to appoint a third party proxy other than the Chairman of the General Meeting. Please leave this box blank if you want to select the Chairman of the General Meeting. Do not insert your own name(s).
I/We hereby appoint the Chairman of the General Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement on my/our behalf at the General Meeting of the Company to be held at the Auditorium, Unit D, Brook Park East, Shirebrook NG20 8RY on 5 January 2017 at 11:00am, and at any adjourned meeting. For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X inside the box as shown in this example.
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 the 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 set out in this Form of Proxy.
The Board unanimously recommends that shareholders vote IN FAVOUR of resolution 1, as the Directors intend to do in respect of their own beneficial shareholdings in the Company.
Vote For Against Withheld 1: That Dr Keith Hellawell be re-elected as a Director

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

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

Attendance Card

Please bring this card with you to the Meeting and present it as Shareholder registration/accreditation. Please arrive at least 15 minutes before the start of the meeting to allow sufficient time for registration.

Additional Holders:

Sports Direct International plc (the "Company") invites you to attend the General Meeting of the Company to be held in the Auditorium, Unit D, Brook Park East, Shirebrook NG20 8RY on 5 January 2017 at 11:00am

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - General Meeting to be held on 5 JANUARY 2017

@ 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: 914024 SRN. PIN.

View the Notice of General Meeting online: www.sportsdirectplc.com

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 3 JANUARY 2017 at 11:00am.

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 of the General Meeting, 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 numberofsharesinrelationto whichtheyareauthorisedtoactasyourproxy. Ifreturned withoutanindicationas tohow theproxy shall voteonanyparticular matter, theproxy will exercisehis discretionas to whether, andif sohow,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 0370 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 the 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 toregulation41of the UncertificatedSecurities Regulations2001,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 entriesonthe Registerof Membersafter that time shallbedisregardedin determining the rights of any person to attend and vote at the meeting.

• 5. To appointoneor moreproxiesor togiveaninstructiontoaproxy (whetherpreviously appointedor otherwise)viatheCRESTsystem,CRESTmessagesmustbereceivedby theissuer'sagent (ID number3RA50) not later than48hoursbeforethetimeappointed 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 Uncertifcated Securities Regulations 2001.
• 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 0370 707 4030 to requestachangeofaddress form or goto www.investorcentre.co.uktouse theonline Investor Centre service.
• 7. 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 uniquedesignatedaccountprinted hereon.Thispersonalisedform isnot 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