Frasers Group PLC — Proxy Solicitation & Information Statement 2024

Aug 27, 2024

FRASERS

GROUP

Attendance Card

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

The Chair of Frasers Group plc 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 18 September 2024 at 9.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 18 September 2024

Cast your Proxy online...It's fast, easy and secure!

www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 919318

SRN:

PIN:

View the Annual Report online: https://frasers.group/financials/agm

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding 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 16 September 2024 at 9.00 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).
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 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.
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.

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.

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 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.
2. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
3. 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.
4. Any alterations made to this form should be initialled.
5. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

189930_236349_RUN_ONS/000001/000001/SG625/0

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Directions to Annual General Meeting

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair.

Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

I/We hereby appoint the Chair of the 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 Frasers Group plc to be held in the Auditorium, Unit D, Brook Park East, Shirebrook, NG20 8RY on 18 September 2024 at 9.00 am, 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. ☑

Ordinary Resolutions	For	Against	Vote Withheld
1. That the audited accounts and the reports of the directors of the Company (together the "Directors" and each a "Director") and of the auditors for the financial year ended 28 April 2024 be received.	☐	☐	☐
2. That the Directors' Remuneration Report (including the statement by the Chair of the Remuneration Committee) for the financial year ended 28 April 2024 be received and approved.	☐	☐	☐
3. That the Directors' Remuneration Policy, set out in the Directors' Remuneration Report for the financial year ended 28 April 2024, be received and approved.	☐	☐	☐
4. That David Daly be re-elected as a Director.	☐	☐	☐
5. That Richard Bottomley be re-elected as a Director.	☐	☐	☐
6. That Michael Murray be re-elected as a Director.	☐	☐	☐
7. That Cally Price be re-elected as a Director.	☐	☐	☐
8. That Nicola Frampton be re-elected as a Director.	☐	☐	☐
9. That Chris Wootton be re-elected as a Director.	☐	☐	☐
10. That David Al-Mudallal be elected as a Director.	☐	☐	☐
11. That Sir Jonathan Thompson be elected as a Director.	☐	☐	☐
Ordinary Resolutions	For	Against	Vote Withheld
---	---	---	---
12. That Ger Wright be elected as a Director.	☐	☐	☐
13. That Helen Wright be elected as a Director.	☐	☐	☐
14. That RSM UK AUDIT LLP be re-appointed as the Company's auditors, to hold office until the conclusion of the next AGM of the Company.	☐	☐	☐
15. That the Directors be authorised to determine the remuneration of the Company's auditors.	☐	☐	☐
16. To grant authority for the Directors to allot shares.	☐	☐	☐
Special Resolutions	☐	☐	☐
17. To authorise the Directors' specific power to disapply pre-emption rights.	☐	☐	☐
18. To authorise the Directors' specific power to disapply pre-emption rights.	☐	☐	☐
19. To reduce the notice period for all general meetings other than AGMs.	☐	☐	☐
Ordinary Resolutions	☐	☐	☐
20. To authorise the making of political donations.	☐	☐	☐
21. To authorise the Company to purchase its own shares.	☐	☐	☐
22. To authorise the Company to make off-market purchases of its own shares from the MASH Companies.	☐	☐	☐

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 ______

D D / M M / Y Y

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).

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