Frasers Group PLC — Proxy Solicitation & Information Statement 2017

Apr 28, 2017

PUIL CATO To be completed only at the AGM if a Poll is called.	Resolutions	For	Against	vote Withheld
Bolsover Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook Shirebrook S	1: To receive the Annual Report and Accounts for 2016-17 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 David Brayshaw be elected as a Director 7: To reappoint the auditors 8: To authorise the Directors to determine the remuneration of the auditors 9: To grant authority for the Directors to allot shares 10: To grant additional authority for the Directors to allot shares in connection with a rights issue 11: To disapply pre-emption rights 12: To disapply pre-emption rights 13: To authorise the Company to purchase its own shares 14: To reduce the notice period for all general meetings other than Annual General Meetings 15: To authorise the making of political donations
Signature
Please complete this box only if you with to appoint a third party proxy other Please leave this box blank if you want to select the Chairman. Do not insert I/We hereby appoint the Chairman of the Annual General Meeting OR the permy/our full voting entitlement* on my/our behalf at the Annual General Meeting NG20 8RY on 06 September 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).	erson indicated in the box above as my/our proxy to attend, speak a eting of the Company to be held at the Auditorium, Unit D, Brook Pa ng.
Please use a black pen. Mark with an X inside the box as shown in this exar	mple.
	Vote For Against Withheld
1: To receive the Annual Report and Accounts for 2016-17 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 David Brayshaw be elected as a Director 7: To reappoint the auditors 8: To authorise the Directors to determine the remuneration of the auditors 9: To grant authority for the Directors to allot shares 10: To grant additional authority for the Directors to allot shares in connect 11: To disapply pre-emption rights 12: To disapply pre-emption rights 13: To authorise the Company to purchase its own shares 14: To reduce the notice period for all general meetings other than Annual 15: To authorise the making of political donations	tion with a rights issue
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructy m ay vote as he or she sees fit or abstain in relation to any business		C	r.ce	MC
Signature Date
	In the case of a corporation, this proxy must be given und signed on its behalf by an attorney or officer duly authoris
DD / MI	(e.g. director, secretary).	,ou, oldli	ig uicil G	араску

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 06 September 2017 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 06 SEPTEMBER 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: 914563 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 04 SEPTEMBER 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, 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 towhich they are authorised to act as your proxy. Ifreturned 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).
• 1. 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.
• 1. 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.
• 1. Pursuantto regulation 41 ofthe 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.
• 1. 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) notlaterthan 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 Uncertifcated Securities Regulations 2001.
• 1. 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 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.
• 1. 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