Frasers Group PLC — Proxy Solicitation & Information Statement 2016

Aug 5, 2016

INSERT BARCODE HERE 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. 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). Signature Date / / Form of Proxy Please complete this box only if you with to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s). 1: To receive the Annual Report and Accounts for 2015-16 2: To approve the Directors' Remuneration Report 3: That Keith Hellawell be re-elected as a Director 4: That Mike Ashley be re-elected as a Director 5: That Simon Bentley be re-elected as a Director 6: That Dave Forsey be re-elected as a Director 7: That Dave Singleton be re-elected as a Director 8: That Claire Jenkins be re-elected as a Director 9: That Matt Pearson be re-elected as a Director 10: To reappoint the auditors 11: To authorise the Directors to determine the remuneration of the auditors 12: To grant authority for the Directors to allot shares I/We hereby appoint the Chairman of the Annual 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 Annual General Meeting of the Company to be held at the Auditorium, Unit D, Brook Park East, Shirebrook NG20 8RY on 07 September 2016 at 11:00am, and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). 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. 13: To grant additional authority for the Directors to allot shares in connection with a rights issue 14: To disapply pre-emption rights 15: To disapply pre-emption rights 16: To authorise the Company to purchase its own shares 17: To reduce the notice period for all general meetings other than Annual General Meetings 18: To authorise the making of political donations 19: REQUISITIONISTS' RESOLUTION: To commission an independent review of Sports Direct International plc's human capital management strategy For Against Vote Withheld For Against Vote Withheld The Board unanimously recommends that shareholders vote IN FAVOUR of resolutions 1 to 18 (inclusive), as the Directors intend to do in respect of their own beneficial shareholdings in the Company. The Board unanimously recommends that you vote AGAINST resolution 19, as the Directors intend to do in respect of their own beneficial shareholdings in the Company.

EXT0474 09 SDP

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:

The Chairman of Sports Direct International plc (the "Company") 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 07 September 2016 at 11:00am

Shareholder Reference Number

INSERT BARCODE HERE

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 07 SEPTEMBER 2016

@ 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: 913882 SRN. PIN.

View the Annual Report and Notice of Annual 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 05 SEPTEMBER 2016 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, 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 without anindicationas tohow theproxy shall voteonanyparticular matter, theproxy will exercisehis discretion as 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 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 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