Frasers Group PLC — Proxy Solicitation & Information Statement 2019

Aug 13, 2019

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chair of Sports Direct International plc invites you to attend the Annual General Meeting of the Company to be held in Academy House, 36 Poland St, London W1F 7LU on 11 September 2019 at 11.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 11 September 2019

Cast your Proxy online 24/7...It's fast, easy and secure! control Number: 915995

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown

SRN: PIN:

View the Annual Report online: www.sportsdirectplc.com

www.eproxyappointment.com

opposite and agree to certain terms and conditions.

Register today and make a positive impact by electing for electronic communications & manage your holding online!

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 9 September 2019 at 11.00 am.

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 Chair, 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 holder's 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).
• 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 marking 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.

• 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. 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 the close of business on the day which is two business 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) not later than 11.00 am on 9 September 2019. 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 Regulations 2001.
• 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
• Any alterations made to this form should be initialled.
• 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 Named Holders

Poll Card To be completed only at the AG	M if a Poll is called.	Resolutions 1. To receive the Annual Report and Accounts for 2018-19	Vote For Against Withho		Vote t Withheld
		To approve the Directors' Remuneration Report		屵	-
		That David Daly be re-elected as a Director			Щ
		· · · · · · · · · · · · · · · · · · ·
		That Mike Ashley be re-elected as a Director
	A400	That David Brayshaw be re-elected as a Director
CASTEASTLE DI		That Richard Bottomley be elected as a Director
SPOSTSDIRECT	OXFORD ST.	7. That Cally Price be elected as a Director
TOURING ST. MAS. ACADEMY		8. That Nicola Frampton be elected as a Director
		9. To re-appoint Grant Thornton UK LLP as the Company's auditors
HOUSE		10. To authorise the Directors to determine the remuneration of the auditors		一	一一
13 out. 18 mg	SOHO SQUARE	11. To grant authority for the Directors to allot shares		$\overline{}$
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ž		13. To disapply pre-emption rights
		14. To disapply 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 Annual General Meetings
Signature	W 0000 (W 0 · A 1	17. To authorise the making of political donations	П	П	$\Box$
In the case of a Corporation, a letter of representation will be required (in accordar 2006) unless this has already been lodged at registration.	nce with S323 of the Companies Act
Please leave this box blank if you want to select the	*			:4l	+
		as my/our proxy to attend, speak and vote in respect of my/our full v
my/our benair at the Annual General Meeting of Sports Dire am, and at any adjourned meeting.	ct international pic to be nei	ld in Academy House, 36 Poland St, London W1F 7LU on 11 Septe	ember 20	71 9 at	11.00
* For the appointment of more than one proxy, please refer to Expla	ınatory Note 2 (see front).		1 20	v	_
Please mark here to indicate that this proxy appoin	tment is one of multiple ap	ppointments being made. Please use a black pen. Minside the box as shown in			X
	Vote For Against Withheld	Fo			Vote Vithheld
Resolutions 1. To receive the Annual Report and Accounts for 2018-19	Tor Against Withheld	10. To authorise the Directors to determine the remuneration		ութ. /	Vitiliela
1. To reserve the Annual Report and Accounts for 2010 10		of the auditors	J L		Ш
2. To approve the Directors' Remuneration Report		11. To grant authority for the Directors to allot shares	] [	J
3. That David Daly be re-elected as a Director		To grant additional authority for the Directors to allot shares in connection with a rights issue	] [	]
4. That Mike Ashley be re-elected as a Director		13. To disapply pre-emption rights	] [	]
5. That David Brayshaw be re-elected as a Director		14. To disapply pre-emption rights	] [	]
6. That Richard Bottomley be elected as a Director		15. To authorise the Company to purchase its own shares	] [
7. That Cally Price be elected as a Director		16. To reduce the notice period for all general meetings other than Annual General Meetings	] [
8. That Nicola Frampton be elected as a Director		17. To authorise the making of political donations	] [	]
9. To re-appoint Grant Thornton UK LLP as the Company's auditors
I/We instruct my/our proxy as indicated on this form. Unless	otherwise instructed the pro	oxy may vote as he or she sees fit or abstain in relation to any busine	ss of the	meeti	ing.
Signature	Date
		In the case of a corporation, this proxy must be give common seal or be signed on its behalf by an attor authorised, stating their capacity (e.g. director, sec	rney or o		duly
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