MCCOLL'S RETAIL GROUP PLC — AGM Information 2016

Mar 17, 2016

Notice of annual general meeting 2016

McColl's Retail Group plc

(Incorporated and registered in England and Wales under number 08783477)

Notice of annual general meeting 2016

Notice is hereby given that the second annual general meeting (the AGM) of McColl's Retail Group plc (the company) will be held at McColl's House, Ashwells Road, Brentwood, Essex CM15 9ST on Tuesday 19 April 2016 at 2.00pm to consider and, if thought fit, pass resolutions 1 to 16 overleaf.

Important information: This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser immediately. If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Chairman's letter

Dear Shareholder,

Annual general meeting 2016

I am pleased to enclose the Notice of Meeting for the second annual general meeting (AGM) of McColl's Retail Group plc. The AGM will be held on 19 April 2016 at 2.00pm at McColl's House, Ashwells Road, Brentwood, Essex CM15 9ST.

If you would like to vote on the resolutions but will not be attending the AGM, you may appoint a proxy by completing and returning the enclosed proxy form. Alternatively, you may appoint a proxy electronically via www.capitashareportal.com by following the instructions or, if you hold your shares in CREST, via the CREST system. Notice of your appointment of a proxy should reach the company's registrar, Capita Registrars, at the address shown on the proxy form, by 2.00pm on 15 April 2016. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

A resolution to receive the directors' report and the financial statements for the period ended 29 November 2015 is included as an ordinary resolution.

An advisory resolution to approve the directors' remuneration report is also included although a binding resolution to approve the director's remuneration policy is not requested as this was received at the AGM on 17 April 2015. Details of the votes cast approving the remuneration policy are available from: www.mccolls.co.uk/

media/11683340/agm_proxy_votes_summary.pdf. This remuneration policy is reproduced in this year's annual report for the period ended 29 November 2015 only for information.

Shareholders are being asked to approve a final dividend of 6.8 pence per ordinary share for the period ended 29 November 2015. If the recommended dividend is approved, this will be paid on 31 May 2016 to all ordinary shareholders who were on the register of members on 29 April 2016.

As set out in the articles, all of the directors of the company will stand for re-election to the board. The company is also seeking shareholder approval for the reappointment of Deloitte LLP as the company's independent auditors and to authorise the directors to fix the auditor's remuneration.

The company is seeking shareholder authority to allot additional securities. The company is also seeking authority to disapply pre-emption rights in accordance with the Pre-emption Group statement of principles. That is to issue no more than 5% of its issued share capital free of pre-emption (meaning without first offering those securities to existing shareholders) and an additional 5% of its issued ordinary shares free of pre-emption, provided it is used for a specific acquisition or specified capital investment.

The company is seeking authority to make political donations, including to charitable organisations.

The company is also seeking authority to make market purchases of its own shares up to an aggregate of 10,471,204 shares (representing approximately 10% of the company's issued share capital).

In addition, a resolution is proposed to retain a notice period of 14 days for general meetings (other than an AGM which has a longer notice period).

The company is proposing to cancel the amount standing to the credit of its share premium account in order to increase the distributable reserves available to facilitate the payment of future dividends or other distributions to shareholders.

Explanatory notes for all the business of the AGM, including a detailed explanation of the purpose of the resolutions, are given on pages 5 to 7 of this document.

Recommendation

Your board believes that the resolutions contained in the notice of meeting are in the best interests of the company and its shareholders as a whole and unanimously recommend that you vote in favour of them, as your directors intend to do in respect of their beneficial shareholdings.

Yours faithfully,

Sharon Brown Interim chairman

McColl's Retail Group plc

McColl's Retail Group plc McColl's House Ashwells Road Brentwood Essex CM15 9ST T: 01277 372916 www.mccolls.co.uk

Notice of annual general meeting

Notice is hereby given that the second annual general meeting (AGM) of McColl's Retail Group plc will be held on 19 April 2016 at 2.00pm at McColl's House, Ashwells Road, Brentwood, Essex CM15 9ST to transact the business set out in the resolutions below.

Voting on all resolutions will be by a poll. The company believes this will result in a more accurate reflection of the views of shareholders by ensuring that every vote is recognised, including the votes of all shareholders who are unable to attend the meeting but who have appointed a proxy for the meeting. Shareholders have one vote for each ordinary share held when voting on a poll. Resolutions 1 to 12 will be proposed as ordinary resolutions; this means that for each of those ordinary resolutions to be passed, more than half of the votes cast must be in favour. Resolutions 13 to 16 will be proposed as special resolutions; this means that for each of those resolutions to be passed, at least threequarters of the votes cast must be in favour.

Ordinary resolutions

Report and accounts

1. To receive the company's annual accounts for the financial period ended 29 November 2015 together with the directors' reports and the auditor's report on those accounts (the "2015 Annual Report and Accounts").

Directors' remuneration report

1. To approve the directors' remuneration report (excluding the directors' remuneration policy) set out on pages 62 to 67 of the 2015 Annual Report and Accounts.

Final dividend

1. To declare a final dividend of 6.8 pence per ordinary share for the period ended 29 November 2015.

Re-election of directors

• 1. To re-elect Sharon Brown as a director.
• 1. To re-elect Georgina Harvey as a director.
• 1. To re-elect James Lancaster as a director.
• 1. To re-elect Jonathan Miller as a director.
• 1. To re-elect David Thomas as a director.

Appointment of auditors

1. To reappoint Deloitte LLP as auditors of the company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the company.

Auditors remuneration

1. To authorise the audit committee to determine the remuneration of the auditors.

Authority to allot ordinary shares

• 1. THAT, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Act to exercise all the powers of the company to allot shares in the company or grant rights to subscribe for, or convert any security into shares in the company:
• (a) comprising equity securities (as defined in Section 560(1) of the Act) of the company up to

a nominal amount of £69,808 (such amount to be reduced by any allotments or grants made under paragraph (b) below) in connection with an offer by way of a rights issue:

• (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (ii) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the directors deem necessary or appropriate in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(b) in any other case up to a maximum aggregate nominal amount of £34,904 (such amount to be reduced by any allotments or grants made under paragraph (a) above in excess of £34,904).

These authorities shall apply in substitution for all previous authorities pursuant to Section 551 of the Act and expire on the date of the next AGM or on 18 July 2017, whichever is the earlier, but, in each case save that the company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities under any such offer or agreement as if the authority conferred by this resolution had not expired.

Authority to make political donations and incur political expenditure

• 1. THAT, in accordance with Part 14 of the Companies Act 2006 (the "Act"), the company and all companies that are subsidiaries of the company at the date on which this resolution is passed or at any time when this resolution has effect are generally and unconditionally authorised to:
• (a) make political donations to political parties and/or independent election candidates not exceeding £10,000 in total;
• (b) make political donations to political organisations other than political parties not exceeding £20,000 in total; and,
• (c) incur political expenditure not exceeding £20,000 in total,

(as such terms are defined in the Act) during the period beginning on the date of the passing of this resolution and ending on the earlier of 18 July 2017 and the conclusion of the company's AGM to be held in 2017, provided that the authorised sums referred to in paragraphs (a), (b) and (c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the company or its subsidiary (as

appropriate) enters into any contract or undertaking in relation to the same and provided that, in any event, the aggregate amount of political donations and political expenditure so made and incurred by the company and its subsidiaries pursuant to this resolution shall not exceed £50,000. All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Act are hereby revoked without prejudice to any donation made or expenditure incurred prior to the passing of this resolution pursuant to such authorisation or approval. For the purpose of this resolution the terms "political donation", "political parties", "independent election candidates", "political organisation" and "political expenditure" shall have the meanings given by sections 363 to 365 of the Act.

Special resolutions

Authority to disapply pre-emption rights

• 1. THAT subject to the passing of resolution 11, and in accordance with Section 570 of the Act, the directors be generally empowered to allot equity securities (as defined in Section 560(1) of the Act) for cash under the authority given by that resolution and/or sell ordinary shares held by the company for cash as if Section 561(1) of the 2006 Act did not apply to any such allotment or sale, such power to be limited to:
• (a) the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for equity securities (but in the case of the authority granted under paragraph (a) of resolution 11, by way of a rights issue only):
  • (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • (ii) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, but subject to such exclusions or other arrangements as the directors deem necessary or appropriate in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
• (b) in the case of the authority granted under paragraph (b) of resolution 11 and/or in the case of any transfer of treasury shares which is treated as an allotment of equity securities under section 560(3) of the Companies Act 2006, the allotment (otherwise than under paragraph (a) above) of equity securities up to a nominal amount of £10,471.20, provided that except where the proceeds of the issue of such equity securities are to be applied in connection with an acquisition or specified capital investment, the maximum nominal amount that may be used is £5,235.60.

This power shall expire on the date of the next AGM of the company or 18 July 2017, whichever is the earlier, (unless previously varied or revoked by the company

in general meeting) save that during the period the company may, before such expiry make an offer or enter into agreement which would or might require equity securities to be allotted (or treasury shares to be sold) after such authority expires and the directors may allot equity securities under any such offer or agreement as if the authority conferred by this resolution had not expired.

Purchase of own shares

• 1. THAT the company be generally and unconditionally authorised for the purpose of Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of £0.001 each in the capital of the company, provided that:
• (a) the maximum number of ordinary shares which may be purchased is 10,471,204;
• (b) the minimum price, exclusive of any expenses, which may be paid for each ordinary share is £0.001;
• (c) the maximum price, exclusive of any expenses, which may be paid for each ordinary share is an amount equal to the higher of:
  • (i) 105% of the average closing price of an ordinary share, as derived from the London Stock Exchange Daily Official List for the five business days prior to the day on which the purchase is made; and
  • (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (No. 2273/2003).

This authority shall expire on the date of the next AGM of the company or on 18 July 2017, whichever is the earlier, but, in each case, save that the company may, before such expiry, enter into a contract to purchase shares which will or may be executed wholly or partly after the expiry of such authority.

Cancellation of share premium

1. THAT, subject to confirmation of the Court, the amount standing to the credit of the company's share premium account being £47,836,050.92 be cancelled and extinguished, and the amount of the share premium account so cancelled and extinguished be credited to a reserve.

Notice of general meetings, other than AGMs

1. THAT a general meeting, other than an AGM, may be called on not less than 14 clear days' notice.

By order of the Board

17 March 2016

Capita Company Secretarial Services Limited

Corporate secretary

McColl's Retail Group plc McColl's House Ashwells Road, Brentwood Essex CM15 9ST

Resolution 1 – To receive the report and accounts

The directors are required to present the company's audited accounts, directors' report and auditor's report to the meeting. These are contained in the 2015 annual report and accounts.

Resolution 2 – To approve the directors' remuneration report

This resolution deals with the remuneration paid to the directors during the period under review. Shareholders are invited to vote on the directors' remuneration report, which appears on pages 62 to 67 in the 2015 annual report and accounts (excluding the directors' remuneration policy). Resolution 2 is an advisory vote and does not affect the future remuneration paid to any director or any remuneration already paid to a director.

Resolution 3 – To declare a final dividend

The board proposes a final dividend of 6.8 pence per share for the period ended 29 November 2015. If approved, the recommended final dividend will be paid on 31 May 2016 to all ordinary shareholders who are on the register of members on 29 April 2016. The shares will be marked ex-dividend on 28 April 2016.

Resolutions 4 to 8 – Re-election of directors

The company's articles of association require that any director appointed by the board, retire and seek election at their first AGM and following appointment every three years. However, in accordance with the provisions of the UK Corporate Governance Code, all members of the board wishing to continue their appointments will seek re-election by the shareholders annually.

Following the recommendation from the nomination committee, the board is satisfied that each of the directors continues to be effective and demonstrates a commitment to the role and that each of the directors continues to be able to dedicate sufficient time to their duties.

The directors believe that the board continues to include an appropriate balance of skills and provides effective leadership for the group. The board has a variety of skills which include significant financial experience, extensive knowledge of the retail industry and significant experience of public companies listed on the London Stock Exchange.

Full biographies of all the directors are set out in the 2015 annual report and accounts and are also available for viewing on the company's website www.mccolls.co.uk.

Resolution 4 – To re-elect Sharon Brown as a director

Role: Interim chairman and independent nonexecutive director

Appointment to the board: 7 February 2014 Committee membership: nomination committee (chair), audit committee (chair) and remuneration committee.

Sharon is a non-executive director and audit committee chairman of Fidelity Special Values plc and F&C Capital and Income Investment Trust plc. Between 1998 and 2013 Sharon was finance director and company secretary of Dobbies Garden Centres Limited, prior to that she held a senior financial position within the retail division of John Menzies plc and was a Queen Margaret University Court member and audit committee chairman between 2006 and 2011.

Resolution 5 – To re-elect Georgina Harvey as a director

Role: Independent non-executive director Appointment to the board: 7 February 2014 Committee membership: nomination committee, audit committee and remuneration committee (chair) Georgina is a non-executive director of William Hill plc and Big Yellow Group plc. Georgina started her media career at Express Newspapers plc where she was appointed advertising director in 1994. She joined IPC Media Limited in 1995 and went on to form IPC Advertising in 1998, where she was managing director. Between 2005 and 2012, Georgina was managing director, regionals division and a member of the executive committee of Trinity Mirror.

Resolution 6 – To re-elect James Lancaster as a director Role: Chief executive

Appointment to the board: 3 February 2014 Committee membership: nomination committee James established the group in 1973, becoming group managing director in 1984, chief executive in 1990 and then chairman and chief executive in 1995. Under his direction McColl's has grown to be a leading neighbourhood retailer in the UK. James led a management buyout of the business in 1995 and a secondary buyout in 2005. James was appointed chairman and chief executive of the listed holding company until 22 July 2014.

Resolution 7 – To re-elect Jonathan Miller as a director Role: Chief financial officer

Appointment to the board: 3 February 2014 Committee membership: none

Jonathan joined the group in 1991 working initially as financial director of tobacco vending operations and subsequently in group finance. He was appointed finance director of the group's retail businesses in 1998 and chief financial officer in 2004. Jonathan has extensive experience of financial operations in a retail environment and significant corporate finance experience.

Resolution 8 – To re-elect David Thomas as a director Role: Chief operating officer

Appointment to the board: 3 February 2014 Committee membership: none

David joined the group in 1998, initially as a regional manager for convenience. He was appointed operations general manager in 2000 and operations director in 2005. On 22 July 2014 David became chief operating officer. David has extensive retail experience and has spent most of his career in operational roles within the supermarket and convenience sectors. His retail career began at Iceland Foods and he then progressed to Southern Co-operative as operations manager.

Resolution 9 – To reappoint Deloitte LLP as auditor of the company, to hold office until the conclusion of the next general meeting at which accounts are laid before the company

At each meeting at which the company's accounts are presented to its members, the company is required to reappoint an auditor to serve until the next such meeting. The board, on the recommendation of the audit committee, recommends the re-election of Deloitte LLP.

Resolution 10 – To authorise the audit committee to determine the remuneration of Deloitte LLP

This resolution gives authority to the audit committee to determine the auditor's remuneration.

Resolution 11– To authorise the directors to allot ordinary shares

Under section 551 of the Act, the directors of the company may only allot shares or grant rights to subscribe for or convert any securities into shares if authorised to do so. The company's articles of association give a general authority to the directors to allot shares.

This resolution, which complies with shareholder guidance, will, if passed, authorise the directors to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount equal to £69,808 (representing 69,808,000 ordinary shares of £0.001 each), in connection with a rights issue in favour of ordinary shareholders and up to an aggregate nominal amount equal to £34,904,(representing 34,904,000 ordinary shares of £0.001 each) in other cases (such amounts being equal to approximately two-thirds and approximately one-third, respectively, of the issued ordinary share capital of the company as at 1 March 2016, the latest practicable date prior to publication of this notice). The maximum of £69,808 is reduced by the nominal amount of any shares issued under paragraph (b) of this resolution.

As at the date of this notice, no shares are held by the company in treasury. The authorities sought under paragraphs (a) and (b) of this resolution will expire at the conclusion of the 2017 AGM or on 18 July 2017, whichever is the earlier. Save to satisfy obligations under the company's share option schemes and warrants to subscribe for shares, the directors have no present intention to exercise either of the authorities sought under this resolution.

Resolution 12 – To authorise the directors to make political donations and incur political expenditure

This resolution seeks to authorise the company to make political donations and incur political expenditure. Under the Companies Act 2006 (the "Act"), political donations to any political parties, independent election candidates or political organisations other than political parties, or the incurring of political expenditure are prohibited unless authorised by shareholders in advance. What constitutes a political donation, a political party, a political organisation or political expenditure is not easy to decide, as the legislation is capable of wide interpretation. Sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling public duties, and support for bodies representing the business community in policy review or reform, may fall within the scope of these matters. Therefore, notwithstanding that the company has not made a political donation in the past, and has no intention, either now or in the future, of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate, the board has

decided to propose resolution 12 in order to allow the company to continue to support the community and put forward its views to wider business and government interests without running the risk of being in breach of the law. As permitted under the Act, resolution 12 also covers any political donations made or political expenditure incurred, by any subsidiaries of the company. Resolution 12 caps the amount of all forms of political donations and expenditure that the company and its subsidiaries would be permitted to make at an aggregate of £50,000.

Resolution 13 – To authorise the directors to disapply pre-emptions rights

Under section 561 of the Act, if the directors wish to allot shares for cash (other than in connection with an employees' share scheme) they must in the first instance offer them to existing shareholders in proportion to their holdings (a pre-emptive offer). There may be occasions, however, when the directors will need the flexibility to finance business opportunities by the issue of ordinary shares without a pre-emptive offer to existing shareholders. This general authority is subject to annual renewal by shareholders. The resolution will, if passed, give the directors power to allot ordinary shares (or sell any ordinary shares which the company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing holdings. This authority would be limited to: (a) allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the board otherwise considers necessary, or (b) otherwise up to an aggregate nominal amount of £10,471.20 (representing 10,471,200 ordinary shares). This aggregate nominal amount represents approximately 10% of the company's issued ordinary share capital as at 1 March 2016, the latest practicable date prior to publication of this notice. The directors confirm that they will only allot shares representing more than 5% of the issued ordinary share capital of the company, for cash pursuant to the authority referred to in (b), where that allotment is in connection with an acquisition or specified capital investment (within the meaning given in the Pre-Emption Group's statement of principles) which is announced contemporaneously with the allotment, or which has taken place in the preceding 6-month period and is disclosed in the announcement of the allotment. The directors further confirm their intention to follow the provisions of the Pre-emption Group's statement of principles regarding cumulative usage of authorities within a rolling 3-year period where the principles provide that usage in excess of 7.5% of the issued ordinary share capital of the company should not take place without prior consultation with shareholders, except in connection with an acquisition or specified capital investment as referred to above.

This authority will expire at the earlier of 18 July 2017 or the conclusion of the company's next AGM. It is the intention of the directors to seek to renew this authority every year.

Resolution 14 – To approve the purchase of the company's own shares

This resolution would, if passed, authorise the company to make market purchases of up to 10,471,204 of its own ordinary shares, representing 10% of the company's issued share capital as at 1 March 2016. The resolution specifies the minimum and maximum prices at which the ordinary shares may be bought under this authority. This authority will expire at the conclusion of the company's next AGM. It is the intention of the directors to seek to renew this authority every year.

The directors have no present intention of exercising this authority granted by this resolution, but the authority provides the flexibility to allow them to do so in future. The directors would not exercise the authority unless they believed that the expected effect would result in an increase in earnings per share and would promote the success of the company for the benefit of its shareholders as a whole. Any shares purchased would be effected by a purchase in the market and may either be cancelled or held as treasury shares, which may then be cancelled, sold for cash or used to meet the company's obligations under its employee share schemes. The company currently has no shares held in treasury.

As at 1 March 2016, the total number of options to subscribe for shares in the company was 771,463 (approximately 0.74% of the company's issued share capital and approximately 0.78% of the company's issued share capital if the full authority proposed by resolution 14 was used and the shares purchased were cancelled).

Resolution 15 – Cancellation of share premium

Under English corporate law, a company is permitted to reduce or cancel its share premium account by way of a Court-approved process. The reserves arising on any such reduction or cancellation are, under the Act, capable of being used by a company to make dividend payments, to fund purchases of its own shares or for certain other purposes, subject to the company having the cash available to do so.

In order to increase the company's distributable reserves and provide additional flexibility when implementing the company's dividend policy going forward, the directors consider that it is in the best interests of the company to cancel the company's share premium account pursuant to the Court-approved process. Resolution 15, which will be proposed as a special resolution, seeks shareholder approval of such cancellation.

As at 1 March 2016 (being the last practicable date prior to publication of this notice), there was a total amount of £47,836,050.92 standing to the credit of the company's share premium account. If approved, resolution 15 will authorise the cancellation of the share premium account in its entirety as it stands on the date of the AGM.

Resolution 16 – Notice of general meetings, other than annual general meetings

Under the Act, the notice period required for all general meetings of the company is 21 days. AGMs will always be held on at least 21 clear days' notice but shareholders can approve a shorter notice period for other general meetings.

This resolution would, if passed, allow the company flexibility to call general meetings, other AGMs on not less than 14 clear days' notice. The approval will be effective until the company's next AGM, when it is intended that a similar resolution will be proposed.

The board confirms that, in its opinion, all of the resolutions are in the best interests of the shareholders of the company as a whole and unanimously recommends that shareholders vote in favour of them.

The following notes explain your general rights as a shareholder and your right to attend and vote at this AGM or to appoint someone else to vote on your behalf.

• 1. To be entitled to attend and vote at the AGM (and for the purpose of the determination by the company of the number of votes they may cast), shareholders must be registered in the register of members of the company at 6.00pm on 17 April 2016 (or, in the event of any adjournment, by 6.00pm on the day 2 days prior to the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. There are no other procedures or requirements for entitled shareholders to comply with an order to attend and vote at the AGM.
• 1. The doors will open at 1.30pm and you may wish to arrive by 1.30pm to enable you to register and take your seat in good time. If you have any special needs or require wheelchair access to the venue, please contact David Heather by e-mail on dheather@mccolls.co.uk or telephone on 01277 376473 in advance of the meeting. Mobile phones may not be used in the meeting hall, and cameras and recording equipment are not allowed in the meeting hall.
• 1. Members are entitled to appoint a proxy to exercise all or part of their rights to attend and to speak and vote on their behalf at the AGM. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different ordinary share or ordinary shares held by that shareholder. A proxy need not be a shareholder of the company. A form of proxy which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a form of proxy and believe that you should have one, or if you require additional forms, please contact our registrar, Capita, on 0871 664 0300 (or from outside the UK: +44 208 639 3399). Calls to this number cost 12p per minute plus network extras. Lines are open Monday – Friday, 9.00am – 5.30pm (excluding UK public holidays).
• 1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the company's register of members in respect of the joint holding (the first named being the most senior).
• 1. Any person to whom this notice is sent who is a person nominated under Section 146 of the Act to enjoy information rights (a "nominated person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a nominated person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. The statement of the rights of shareholders in relation

to the appointment of proxies in notes 3, 4 and 8 do not apply to nominated persons. The rights described in these paragraphs can only be exercised by shareholders of the company.

• 1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he/she thinks fit in relation to any other matter which is put before the AGM.
• 1. To be valid, any form of proxy or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at the company's registrar, at the address shown on the form of proxy or in the case of shares held through CREST, via the CREST system, (see note 11 below). As an alternative to completing your hard-copy proxy form, you can appoint a proxy electronically at www.capitashareportal.com. In each case, for proxy appointments to be valid, they must be received by no later than 2.00pm on Friday 15 April 2016. If you return more than one proxy appointment, either by paper or electronic communication, that received last by the registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged.
• 1. The return of a completed form of proxy, other such instrument or any CREST proxy instruction (as described in note 12 below) will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM (and any adjournment of the AGM) by using the procedures described in the CREST manual (available from hhtps://euroclear.com/site/public/ EUI). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST proxy instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST manual. The message must be transmitted so as to be received by the issuers' agent (ID RA10) by 2.00pm on 15 April 2016. For this purpose, the time of receipt will be taken to the time (as determined by the timestamp applied to the message by the CREST application host) from which the issuers agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any

change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

• 1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. The company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that no more than one corporate representative exercises powers relation to the same shares.
• 1. As at 1 March 2016 (being the last practicable business day prior to the publication of this Notice), the company's ordinary issued share capital consists of 104,712,042 ordinary shares, carrying one vote each. No shares are held in treasury. Therefore, the total voting rights in the company as at 1 March 2016 are 104,712,042.
• 1. Under Section 527 of the Act, shareholders meeting the threshold requirements set out in that section have the right to require the company to publish on a website a statement setting out any matter relating to: (i) the audit of the company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Act. The company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Act. Where the company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the company has been required under Section 527 of the Act to publish on a website.
• 1. Any shareholder attending the meeting has the right to ask questions. The company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the company or the good order of the meeting that the question be answered.
• 1. The following documents are available for inspection during normal business hours at the registered office of the company on any business day from 1 March 2016 until the time of the AGM and may also be inspected at the AGM venue (the office of McColl's Retail Group plc, McColl's House, Ashwells Road, Brentwood, Essex CM15 9ST, from noon on the day of the meeting until the conclusion of the AGM:
• Copies of the directors' letters of appointment or service contracts;
• A copy of the articles of association of the company; and
• A copy of the directors' deeds of indemnity.
• 1. You may not use any electronic address provided in either this notice or any related documents (including the form of proxy) to communicate with the company for any purposes other than those expressly stated.

A copy of this notice, and other information required by Section 311A of the Act, can be found on the company's website at www.mccolls.co.uk/investor/ results-and-presentations

Following the publication of FRS100 Application of Financial Reporting Requirements by the Financial Reporting Council, McColl's Retail Group plc is required to change its accounting framework for its entity financial statements (currently prepared under UK GAAP) for its financial year commencing 1 January 2015. The board considers that it is in the best interests of the group for McColl's Retail Group plc to adopt FRS101 Reduced Disclosure Framework. It is emphasised that this will involve no reduction in disclosures from those in the current UK GAAP financial statements for the parent company entity.

A shareholder or shareholders holding in aggregate 5% or more of the total allotted shares in McColl's Retail Group plc may serve objections to the use of the disclosure exemptions, in writing, to the company's registered office (McColl's House, Ashwells Road, Brentwood, Essex CM15 9ST) not later than 29 April 2016. The group's consolidated financial statements will continue to be prepared in accordance with International Financial Reporting Standards as adopted by the European Union

Venue map and directions

Directions

By car (from London/M25)

At M25 Junction 28, follow signs for Brentwood, and drive into town centre. Turn left at double mini roundabout junction (Wilson's Corner) on to the A128, Ongar Road. McColl's House is on the right-hand side in Ashwells Road, approximately 2.5 miles from the town centre.

By rail

Frequent fast trains from London Liverpool Street, and from Colchester / Chelmsford or Southend to Shenfield. Then by taxi. Alternatively, stopping train to Brentwood and then by taxi.

McColl's Retail Group plc

McColl's House Ashwells Road Brentwood Essex CM15 9ST T: 01277 372916 www.mccolls.co.uk