MCCOLL'S RETAIL GROUP PLC — AGM Information 2021

Apr 9, 2021

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McColl's Retail Group plc Notice of Annual General Meeting 2021

McColl's Retail Group plc

Ground Floor West One London Brentwood Essex CM14 4QW T: 01277 372916 www.mccollsplc.co.uk

McColl's Retail Group plc

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

Notice of Annual General Meeting 2021

Notice is hereby given that the seventh Annual General Meeting (the "AGM") of McColl's Retail Group plc (the "Company") will be held at 1.30pm on Thursday, 20 May 2021, at Ground Floor West, One London Road, Brentwood, Essex CM14 4QW to consider and if thought fit, pass resolutions 1 to 20 set out in the Notice of Meeting.

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 2021

I am pleased to enclose the Notice of Meeting for McColl's Retail Group plc's seventh Annual General Meeting ("AGM").

We are keen to welcome shareholders in person to our 2021 AGM, particularly given the constraints faced in 2020 due to the COVID-19 pandemic. At present, we are proposing to hold the AGM on Thursday, 20 May 2021, at 1.30pm at the Company's registered office, welcoming the maximum number of shareholders we are able within the safety constraints and in accordance with government guidelines. Please do not attend the AGM in person if you have symptoms that may be caused by COVID-19, or if you are waiting for a test, if you have received a positive COVID-19 test result, or live with someone with COVID-19 symptoms, or with someone who has tested positive for COVID-19.

We want to ensure that we are able to adapt these arrangements efficiently to respond to changes in circumstances, should it be necessary to do so. On this basis, should the situation change such that we consider that it is no longer possible for shareholders to attend the meeting, we will notify shareholders of the change via an announcement on the Regulatory News Service of the London Stock Exchange and any update to the position will be included on our website at www.mccollsplc.co.uk/reportsandpresentations. Should we have to change the arrangements in this way, it is likely that we will not be in a position to accommodate shareholders beyond the minimum required to hold a quorate meeting.

Shareholders intending to attend the AGM are asked to register their intention as soon as practicable by emailing investor.relations@mccolls.co.uk

At the AGM, in order to ensure the outcome of the votes on the proposed resolutions fully reflect the views of all shareholders, all resolutions shall be conducted by poll meaning that we shall be counting both the votes cast in advance by proxy as well as the votes cast by those present on the day. The full results will be announced thereafter, including on our website. Shareholders are encouraged to submit votes in advance in order to ensure they are counted, should circumstances change and attendance at the meeting not be possible.

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.sharevote.co.uk or, if registered, via www.shareview.co.uk 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, Equiniti Limited, at the address shown on the proxy form, by no later than 1.30pm on Tuesday, 18 May 2021. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

The matters to be decided at the AGM are set out in full in the Notice of Meeting, which also includes explanatory notes on each of the proposed resolutions. In summary, however, the AGM resolutions will be as follows:

• a resolution to receive the Strategic Report, the Directors' Report, the Auditor's Report and the audited accounts for the period ended 29 November 2020, which together form the Annual Report and Accounts 2020, have been circulated to shareholders and are also available from www.mccollsplc.co.uk/reportsandpresentations;

• a binding resolution to approve the revised Director's Remuneration Policy and an advisory resolution to approve the Directors' Remuneration Report;
• separate resolutions to approve the re-election or election of each of the current Directors. The Board's proposal for the re-election of each of the current Directors was made following recommendations by the Nomination Committee;
• resolutions to approve the reappointment of BDO LLP as the Company's independent Auditor and to authorise the Audit & Risk Committee to fix the Auditor's remuneration;
• a resolution providing authority to make political donations, including to charitable organisations. The Directors do not intend to make donations of an overtly political nature but, due to the wide definition of "political donations", the Board seeks this authority in order to avoid any inadvertent breach of the regulatory requirements;
• three resolutions which, together, will provide authority to the Directors to allot a limited number of additional securities (shares), some of which could be issued without applying the default statutory pre-emption rights (which means some new shares could be issued without first offering them to existing shareholders). The proposed disapplication of preemption rights is consistent with the best practice guidance set out in the Pre-emption Group Statement of Principles. This means that no more than 5% of the Company's shares could be issued free of pre-emption, with an additional 5% of the Company's ordinary shares that could be issued free of pre-emption provided the purpose of the share issue related to a specific acquisition or specified capital investment;
• a resolution seeking authority to make market purchases of the Company's own shares, up to an aggregate of 11,530,440 shares. This number is equivalent to approximately 10% of the Company's issued shares;
• a resolution to apply a minimum notice period of 14 clear days for general meetings other than AGMs. AGMs have a longer notice period; and
• a resolution to approve the rules of the McColl's Retail Group Long Term Incentive Plan.

Recommendation

The 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 recommends that you vote in favour of them. The Directors intend to use the votes they hold from their own beneficial shareholdings to vote in favour of all the proposed resolutions.

Yours faithfully,

Angus Porter Chairman McColl's Retail Group plc 22 March 2021

Notice of Annual General Meeting

Notice is hereby given that the seventh Annual General Meeting ("AGM") of McColl's Retail Group plc (the "Company") will be held on Thursday, 20 May 2021 at 1.30pm at Ground Floor West, One London Road, Brentwood, Essex CM14 4QW to transact the business set out in the resolutions below.

Voting on all resolutions will be by a poll to ensure that every vote is recognised, including the votes of shareholders who are unable to attend the meeting but who have appointed a proxy to vote on their behalf. Shareholders have one vote for each ordinary share held when voting on a poll. A poll provides a more accurate reflection of shareholder views than votes taken on a show of hands. The results of the voting will be announced through a Regulatory Information Service and will be published on www.mccollsplc.co.uk/reportsandpresentations as soon as reasonably practicable thereafter.

Resolutions 1 to 15 will be proposed as ordinary resolutions, together with resolution 20. For each ordinary resolution to be passed, more than half of the votes cast must be in favour.

Resolutions 16 to 19 will be proposed as special resolutions. For each special resolution to be passed, at least threequarters of the votes cast must be in favour.

Annual Report and Accounts

1. To receive the Strategic Report, the Directors' Report, the Auditor's Report and the audited accounts for the financial period ended 29 November 2020, which together form the Annual Report and Accounts 2020.

Directors' Remuneration Policy

1. To approve the Directors' Remuneration Policy set out on pages 68 to 73 of the Annual Report and Accounts 2020.

Directors' Remuneration Report

1. To approve the Directors' Remuneration Report set out on pages 64 to 83 of the Annual Report and Accounts 2020.

Re-election of Directors

• 1. To re-elect Angus Porter as a Director.
• 1. To re-elect Georgina Harvey as a Director.
• 1. To re-elect Jonathan Miller as a Director.
• 1. To elect Jens Hofma as a Director.
• 1. To elect Dominic Lavelle as a Director.
• 1. To elect Richard Crampton as a Director.
• 1. To elect Giles David as a Director.
• 1. To elect Benedict Smith as a Director.

Re-appointment of Auditor

1. To re-appoint BDO LLP as Auditor of the Company until the conclusion of the Company's Annual General Meeting to be held in 2022.

Auditor's Remuneration

1. To authorise the Audit & Risk Committee to determine the remuneration of the Auditor.

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:
  2. (a) make political donations to political parties and/or independent election candidates not exceeding £10,000 in total;
  3. (b) make political donations to political organisations other than political parties not exceeding £20,000 in total; and,
  4. (c) incur political expenditure not exceeding £20,000 in total, during the period beginning on the date of the passing of this resolution and ending on the earlier of 20 July 2022 and the conclusion of the Company's Annual General Meeting to be held in 2022, 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.

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 Companies Act 2006 (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:
  2. (a) comprising equity securities (as defined in section 560 (1) of the Act) of the Company up to a nominal amount of £76,869 (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
  3. (b) in any other case up to a maximum aggregate nominal amount of £38,434 (such amount to be reduced by any allotments or grants made under paragraph (a) above in excess of £38,434).

These authorities shall apply in substitution for all previous authorities pursuant to section 551 of the Act and expire at the end of the Annual General Meeting to be held in 2022 or on 20 July 2022, 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.

Authorities to disapply pre-emption rights*

• 1. THAT, if resolution 15 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006 (the "Act")) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:
  2. (a) to allotments for rights issues and other pre-emptive issues; and
  3. (b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £5,765 such authority to expire at the end of the Annual General Meeting to be held in 2022 (or, if earlier, at the close of business on 20 July 2022) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
• 1. THAT, if resolution 15 is passed, the Board be authorised in addition to any authority granted under resolution 15 to allot equity securities (as defined in the Companies Act 2006 (the "Act")) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:
  2. (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £5,765; and
  3. (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the

Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such authority to expire at the end of the Annual General Meeting to be held in 2022 (or, if earlier, at the close of business on 20 July 2022) but, in each case, prior to its expiry the Company may make offers and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Purchase of own shares*

• 1. THAT, the Company be generally and unconditionally authorised for the purpose of section 701 of the Companies Act 2006 (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:
  2. (a) the maximum number of ordinary shares which may be purchased is 11,530,440;
  3. (b) the minimum price, exclusive of any expenses, which may be paid for each ordinary share is £0.001;
  4. (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 immediately prior to the day on which the purchase is made; and
  5. (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 derived from the London Stock Exchange trading system.

This authority shall expire at the end of the Annual General Meeting to be held in 2022 or on 20 July 2022, 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.

Notice of general meetings, other than AGMs*

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

Renewal of the McColl's Retail Group Long Term Incentive Plan

• 1. THAT the rules of the McColl's Retail Group Long Term Incentive Plan (the "Plan"), produced in draft to this meeting (the terms of which are summarised in the explanatory notes to this Notice of Meeting) and, for the purposes of identification, initialled by the Chairman, be and are hereby extended for a further ten years and the Directors be authorised to:
  2. (a) do all acts and things which they may consider necessary or expedient for the purposes of implementing and giving effect to the Plan; and
  3. (b) establish further plans based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the Plan.

By order of the Board 22 March 2021

Rachel Peat

Company Secretary

McColl's Retail Group plc

Registered number: 08783477

Registered office: Ground Floor West One London Road Brentwood Essex CM14 4QW

Explanation of Resolutions

Resolution 1 – To receive the Annual Report and Accounts

The Directors are required to present the Company's audited Accounts, the Strategic Report, Directors' Report and Auditor's Report to the meeting. These are contained in the Annual Report 2020.

Resolutions 2 and 3 – To approve the Directors' Remuneration Policy and the Directors' Remuneration Report

A revised Directors' Remuneration Policy is being put forward for approval, the Remuneration Policy having last been approved by shareholders at the 2018 AGM. Details of the proposed changes to the policy are detailed in the Annual Report and Accounts on pages 68 to 73.

Resolution 3 is an advisory vote and does not affect the future remuneration paid to any Director or any remuneration already paid to a Director.

Resolutions 4 to 11 – Re-election and election of Directors

All members of the Board wishing to continue their appointments and who are recommended by the Board, seek re-election by the shareholders annually. Following consideration by, and a 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. Collectively, 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. The process by which the Board reached these conclusions is described on pages 56 and 57 of the Annual Report 2020, which also includes biographies for each of the Directors seeking re-election and election on pages 50 and 51.

The biographies set out the reasons why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success.

Resolution 4 – To re-elect Angus Porter as a Director Role: Non-Executive Chairman Appointment to the Board: 1 April 2016

Committee memberships: Nomination Committee (Chair) and Remuneration Committee

Angus brings to the Board extensive experience at Director level, governance and leadership. He has held numerous executive and non-executive roles across a range of industry sectors, including senior marketing and general management roles at Mars, BT, Abbey National and WPP. Recently, he was Chief Executive of the Professional Cricketers' Association from 2010-2016, Senior Independent Director and Chairman of the Remuneration Committee of Punch Taverns Plc from 2012-2017, and a Non-Executive Director of TDC A/S until 2018. Angus is Co-Chairman of Direct Wines Ltd and a Non-Executive Director of Hilton Food Group plc.

Resolution 5 – To re-elect Georgina Harvey as a Director Role: Senior Independent Director

Appointment to the Board: 7 February 2014 Committee memberships: Audit & Risk Committee, Nomination Committee, and Remuneration Committee (Chair)

Georgina brings significant experience, particularly in remuneration matters, to the Board. She 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. She was also a Non-Executive Director of William Hill PLC and Big Yellow Group PLC. Georgina is an independent Non-Executive Director of Superdry plc and Capita plc.

Resolution 6 – To re-elect Jonathan Miller as a Director Role: Chief Executive Officer

Appointment to the Board: 3 February 2014 Committee memberships: Nomination Committee

Jonathan has played a key role in the development of the business over a career spanning 30 years. He was appointed Chief Executive of McColl's in 2016, having worked in the Group since 1991 when he was recruited as Financial Director of cigarette vending operations, becoming Finance Director of retail operations in 1998. Prior to his current role he was the Group's Chief Financial Officer. Through his long history with McColl's, Jonathan has developed an in-depth understanding of both the business and the wider convenience retail market. He has extensive experience of corporate transactions, wholesale supply arrangements and business strategy.

Resolution 7 – To re-elect Jens Hofma as a Director

Role: Independent Non Executive Director Appointment to the Board: 1 July 2017 Committee memberships: Audit & Risk Committee, Nomination Committee and Remuneration Committee

Jens brings wider corporate experience to the Board. He is Chief Executive Officer of Pizza Hut Restaurants in the UK. He joined the Pizza Hut business in February 2009 and has since led a private equity funded buyout of its dine-in restaurants. Prior to his involvement with Pizza Hut, Jens spent five years with Yum! Brands, working in the UK and in Europe. He has also previously worked for Nestlé and McKinsey in various European countries.

Resolution 8 – To elect Dominic Lavelle as a Director

Role: Independent Non-executive Director Appointment to the Board: 18 May 2020 Committee memberships: Audit & Risk Committee (Chair),

Nomination Committee and Remuneration Committee

Dominic brings broad corporate, commercial and strategic experience to the Board, having worked as a main board director and Chief Financial Officer at a number of UK quoted companies. He has experience in the retail, building, construction, support services, property and technology sectors. Dominic is currently a Non-Executive Director and Chair of the Audit Committee of FIH group plc and also Fulcrum Utility Services Limited, and a Director of Steenbok Newco 10 SARL.

Resolution 9 – To elect Richard Crampton as a Director Role: Chief Commercial Officer Appointment to the Board: 1 June 2020

Committee memberships: none

Richard has extensive experience in convenience and food retail. He held commercial roles with both the Co-op and Sainsburys before he joined McColl's in September 2019 as Chief Commercial Officer. He was appointed to the Board on 1 June 2020 in recognition of the valuable contribution he has made to the business since joining.

Resolution 10 – To elect Giles David as a Director Role: Chief Financial Officer

Appointment to the Board: 1 June 2020

Committee memberships: Audit & Risk Committee (Chair), Nomination Committee and Remuneration Committee

Giles is a fellow of the Chartered Institute of Management Accountants. He has held a number of senior financial roles, including 15 years as a Chief Financial Officer, and has extensive experience in consumer, tech, retail and hospitality businesses.

Resolution 11 – To elect Benedict Smith as a Director

Role: Independent Non-executive Director Appointment to the Board: 1 July 2020 Committee memberships: Audit & Risk Committee, Nomination Committee and Remuneration Committee

Benedict brings significant financial management and balance sheet restructuring experience to the Board having held a number of Group CFO positions at Hunter Boot, GAME Digital, Harrods and Spirit Group. He was also Interim Group CFO of Dennis Publishing Group and is currently Interim CFO at Superdry plc.

Resolution 12 – To reappoint BDO LLP as Auditor

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 & Risk Committee, recommends the reappointment of BDO LLP. As advised in the Annual Report 2019 (page 53) BDO LLP were appointed following an audit tender last year and were appointed to succeed Deloitte LLP.

Resolution 13 – To authorise the Audit & Risk Committee to determine the remuneration of Deloitte LLP

This resolution gives authority to the Audit & Risk Committee to determine the Auditor's remuneration.

Resolution 14 – 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.

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. However, given the potential for wide interpretation, the Board has decided to propose resolution 11 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 11 also covers any political donations made or political expenditure incurred, by any subsidiaries of the Company. Resolution 11 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.

The authorities sought under this resolution apply to the period beginning on the date of the passing of this resolution and ending on the earlier of 6.00pm on 20 July 2022 or the conclusion of the 2022 AGM, whichever is the earlier.

Resolution 15 – 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 resolution, which complies with shareholder guidance. If passed, it will 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 £76,869 (representing 76,869,600 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 £38,434, (representing 38,434,800 ordinary shares of £0.001 each) in other cases. Those amounts are equal to approximately two-thirds and approximately one-third, respectively, of the issued ordinary share capital of the Company as at 22 March 2021 (the latest practicable date prior to publication of this Notice). The maximum aggregate nominal amount of £76,869 is reduced by the nominal amount of any shares issued under paragraph (b) of this resolution. The maximum aggregate nominal amount of £38,484 in paragraph (b) of this resolution is reduced by the nominal amount of any shares issued under paragraph (a) of this resolution in excess of £38,484. 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 2022 AGM or at 6.00pm on 20 July 2022, whichever is the earlier. Other than 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.

Explanation of Resolutions continued

Resolutions 16 and 17 – 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. Resolution 13 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 £5,765 representing 5,765,220 ordinary shares). This aggregate nominal amount represents approximately 5% of the Company's issued ordinary share capital as at 22 March 2021, the latest practicable date prior to publication of this Notice.

Resolution 14 provides additional authority to that provided under resolution 13, to 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 general authority is subject to annual renewal by shareholders. This additional authority would be limited to: (a) the allotment of equity securities or sale of treasury shares up to an additional aggregate nominal amount of £5,765 (representing 5,765,220 ordinary shares). This aggregate nominal amount represents approximately 5% of the Company's issued ordinary share capital as at 22 March 2021, the latest practicable date prior to publication of this notice; and (b) using the authority only in connection with an acquisition or specified capital investment (as contemplated by the statement of principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice), or for refinancing if the authority is used within six months of the original transaction. The Directors are committed to undertaking shareholder consultations on significant share issues whenever it is practicable to do so.

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 three-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.

These authorities will expire at the earlier of 6.00pm on 20 July 2022 or the conclusion of the 2022 AGM, whichever is the earlier. It is the intention of the Directors to seek to renew this authority every year.

Resolution 18 – To approve purchase of the Company's own shares

This resolution would, if passed, authorise the Company to make market purchases of up to 11,530,440 of its own ordinary shares, representing 10% of the Company's issued share capital as at 22 March 2021. 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 earlier of 20 July 2022 or the conclusion of 2022 AGM. It is the intention of the Directors to seek to renew this authority every year. The Directors have no present intention of exercising the authority granted by this resolution, but the authority provides the flexibility to allow them to do so in future. The Directors would not exercise this 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 could 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 22 March 2021 the total number of options to subscribe for shares in the Company was 3,230,773 (approximately 2.8% of the Company's issued share capital and approximately 3.1% of the Company's issued share capital if the full authority proposed by resolution 18 was used and the shares purchased were cancelled).

Resolution 19 – Notice of general meetings, other than AGMs

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 than 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.

Resolution 20 – Approval of the rules of the McColl's Retail Group Long Term Incentive Plan

Resolution 20 seeks authority from shareholders to continue to operate the McColl's Retail Group Long Term Incentive Plan for a period of ten years from the 2021 AGM. This is a revised and updated version of the existing plan that has been operated by the Company for the benefit of selected employees since the IPO in 2014.

The following is a summary of the principal terms of the Plan

Summary of the principal terms of the McColl's Retail Group long term incentive plan (the "Plan")

Operation

The Remuneration Committee of the Board (the "Committee") will supervise the operation of the Plan.

Eligibility

Any employee (including an executive director) of the Company and its subsidiaries will be eligible to participate in the Plan at the discretion of the Committee.

Grant of Awards

Awards may be granted under the Plan by the Committee to eligible participants during the period of 42 days from: (i) the announcement of the Company's results for any financial period; (ii) any amendment to the Plan takes effect; or (iii) the occurrence of an event which the Committee considers to be an exceptional event concerning the Group. If the Company is unable to grant under any of the above periods due to dealing restrictions, then it may grant awards within 42 days of such restrictions falling away.

No awards may be granted more than 10 years after the date on which shareholders most recently approved the Plan. Awards may be granted by the trustee of an employee benefit trust. No payment is required for the grant of an award.

Awards may also be granted subject to the award holder paying any employer's National Insurance contributions due in respect of the vesting and/or calling for an Award.

The Committee may also decide to satisfy share-based awards in cash, although it does not currently intend to do so.

Call price

The price at which an award holder may acquire Shares on the vesting and/or call of an award shall be determined by the Committee and shall normally be nil. In the case of an award to subscribe for Shares the call price shall be no less than the nominal value per Share.

Plan limits

The number of Shares over which awards to subscribe for Shares may be granted under the Plan on any date shall be limited so that the total number of Shares issued and issuable pursuant to rights granted under any employees' share scheme operated by the Company in any ten year period is restricted to 10% of the Company's issued Shares calculated from time to time.

Treasury Shares will count as new issue Shares for the purposes of these limits unless institutional investors decide that they need not count.

For the purposes of these limits, no account will be taken of options or awards granted prior to 28 February 2014 (being the date of the Company's IPO).

Individual limits

The maximum original market value of Shares granted under the Plan and any other discretionary employees' share scheme adopted by the Company to each eligible employee in each financial year of the Company may not exceed 150 per cent. of the employee's annual salary for that year.

Performance conditions

Awards may be granted on terms that vesting and/or call will be subject to the satisfaction of performance conditions over a specified performance period. The vesting of awards granted to Executive Directors will normally be subject to performance conditions set by the Committee.

Awards may be granted to other, less senior, employees without performance conditions being imposed.

In determining the extent to which the performance conditions are met, the Committee may adjust any formulaic outcome, downwards or upwards, if it considers that the outcome of the measurement of the performance conditions does not accurately reflect the underlying performance, or financial health of the Company or for any other reason.

The Committee may vary any performance condition applying to existing awards if an event occurs which causes the Committee to consider that an amended performance condition would be a fairer measure of performance and would be not materially less difficult to satisfy.

Vesting/Call; Termination; Change of Control

Awards will normally only vest and become capable of call by an award holder who is still an employee of the Group at the end of the vesting period.

Awards will normally lapse (vested or otherwise) on cessation of employment save in the circumstances set out below. However, if a participant ceases to be an employee or a director because of his death, ill-health, disability, redundancy, retirement, his employing company or the business for which he works being sold out of the Company's group or in other circumstances at the discretion of the Committee, then his award will normally vest on the date when it would normally have vested if he had not ceased such employment or office, subject to:

• (i) the extent to which any performance condition has been satisfied at that time; and
• (ii) the pro-rating of the award to reflect the period of time between its grant and the date of cessation of employment (unless determined otherwise by the Committee).

If a participant ceases to be an employee or Director in the Company's group for one of the "good leaver" reasons specified above, the Committee may, in exceptional circumstances, allow unvested awards to vest at the time of cessation of employment, in which case awards would normally be subject to any performance conditions as measured over the shorter period to the date of cessation of employment and time pro-rating, as outlined above.

Where a participant holding a vested award ceases to be an employee or Director in the Company's group for one of the "good leaver" reasons specified above, the individual will normally be able to exercise that vested award within 12 months of the date of cessation of employment.

Accelerated vesting is also permitted in the event of a takeover or voluntary winding up of the Company, but the Committee shall consider the extent to which vesting is accelerated taking account the time that has elapsed since the date of grant and the extent that the performance conditions have, in the opinion of the Committee, been satisfied at that time (or would have been had the relevant event not taken place).

Manner of Call

Within 30 days of the receipt of a call notice in respect of an award, together with a payment for the aggregate call price (if any) and a payment for any income tax and National Insurance contributions due (or an undertaking to make such a payment), the Shares in respect of which the award has been called must be issued by the Company or the Company must procure their transfer (which for the purposes of the Plan includes the transfer of Shares out of treasury) to the award holder and shall issue a definitive certificate in respect of the Shares allotted or transferred. Shares issued or transferred by the Company on the call of awards under the Plan will rank pari passu with existing Shares.

Holding Period

The terms of the Plan allow for the application of a holding period during which a participant will ordinarily be required to retain their net of tax number of vested shares (if any) delivered under the Plan (or the full number of the vested shares whilst held under an unexercised option, where relevant) for a specified period from the date an award vests.

Malus and clawback

The Committee retains a power to reduce the potential vesting of unvested awards (including to zero) (often referred to as 'malus') or to recoup the value of previously vested awards from an individual up to two years of the normal vesting date if it considers it appropriate to do so (often referred to as 'clawback').

Explanation of Resolutions continued

The Committee may choose to exercise this power in the following circumstances:

• a material misstatement of the Company's financial results;
• a miscalculation or an assessment of any performance conditions that was based on an error;
• gross misconduct on behalf of an individual (warranting summary dismissal);
• the Company becomes insolvent or otherwise suffers a corporate failure; or
• serious reputational damage.

The Committee may require the satisfaction of clawback in a number of ways, including by way of a reduction in the vesting, or size of, any other award or bonus (including future awards or bonus) and/or a requirement to make a cash payment.

Dividends

The Committee may grant an award on terms that the number of Shares subject to the award shall increase by assuming that dividends that would have been paid on those Shares during the vesting period (inclusive of any holding period) would have been used to buy further Shares (assuming reinvestment on the relevant ex-dividend date). In exceptional circumstances the Committee may satisfy such dividend equivalents by making a cash payment to the participant.

Variation of Share Capital

In the event of any variation of the Company's share capital or in the event of a de-merger, payment of a special dividend or similar event which materially affects the market price of the Shares, the Committee may make such adjustment as it considers appropriate to the number of Shares subject to an award and/or the call price (if any).

Amendments and General

No rights under an award may be transferred by an award holder to any other person except in the event of an award holder's death when rights will become exercisable by a personal representative within 12 months of the date of death. Awards granted under the Plan shall not be pensionable.

The Plan may be amended by the Committee in any way provided that:

• (i) no amendment may be made which would materially prejudice the interests of award holders in relation to awards already granted to them under the Plan unless the prior consent of participants entitled to a majority of the Shares under award has been obtained; and
• (ii) all amendments to the advantage of award holders to the provisions relating to the definition of eligible participants, limits on the number of Shares subject to the Plan, the maximum entitlement for any one award holder or the basis for determining an award holder's entitlement to and the terms of Shares to be provided and any adjustment thereof, if any, in the event of a capitalisation issue, rights issue, subdivision or consolidation of shares or reduction of capital or any other variation of capital or a de-merger or payment of a super or special dividend will require the prior consent of the Company in general meeting, unless they are minor amendments to benefit the administration of the plan or to obtain or maintain favourable tax, exchange control or regulatory treatment for award holders, the Company or a member of the Group.

The Committee may amend the Plan by way of separate schedules to enable it to be operated overseas.

Important notes

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 by 6.30pm on Tuesday, 18 May 2021 (or, in the event of any adjournment, by 6.30pm on the day two 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 in order to attend and vote at the AGM.
• 1. Shareholders wishing to attend the meeting should register by emailing investor.relations@mccolls.co.uk as soon as practicable. Rules around capacity at the venue and changes in health and safety requirements may mean shareholders cannot ultimately attend the meeting.
• 1. The doors will open at 1.00pm and you may wish to arrive by 1.15pm 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 advise this when you register your attendance. Mobile phones may not be used in the meeting room, and cameras and recording equipment are not allowed in the meeting.
• 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 proxy form, which may be used to make such appointment and give proxy instructions, accompanies this Notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact our registrar, Equiniti Limited, on 0371 384 2030 (or from outside the UK: +44 (0)121 415 7047). Lines are open Monday to Friday, 8.30am – 5.30pm (excluding public holidays in England and Wales).
• 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 10 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 proxy form 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 proxy form or in the case of shares held through CREST, via the CREST system (see note 10 below). As an alternative to completing your hard-copy proxy form, you can appoint a proxy electronically at www.sharevote.co.uk. In each case, for proxy appointments to be valid, it must be received by no later than 1.30pm on Tuesday, 18 May 2021. 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 proxy form, other such instrument or any CREST proxy instruction (as described in note 11 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 https://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 issuer's agent (ID RA19) by 1.30pm on Tuesday, 18 May 2021. 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 issuer's 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. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 1.30pm on Tuesday, 18 May 2021 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
• 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 relating to the same shares.
• 1. As at 21 March 2021 (being the last practicable business day prior to the publication of this Notice), the Company's ordinary issued share capital consists of 115,530,440 ordinary shares, carrying one vote each. No shares are held in treasury. Therefore, the total voting rights in the Company as at 21 March 2021 are 115,1530,440.
• 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 Reports and Accounts 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 of 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 until the conclusion of the AGM and may also be inspected from 15 minutes prior to the Meeting until the conclusion of the Meeting:
  2. copies of the Directors' letters of appointment or service contracts;
• a copy of the Directors' deeds of indemnity; and
• a copy of the proposed rules of the Long Term Incentive Plan

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.mccollsplc.co.uk/shareholder-services.

McColl's Retail Group plc

Ground Floor West One London Road Brentwood Essex CM14 4QW

Directions

By car (from London/M25)

At M25 Junction 28, follow signs for Brentwood (A1023). Continue for approximately 1.5 miles. As you pass the Tesco Esso Express petrol station on the right side of the road, take the immediate next left to arrive at the destination. Limited car parking is available.

By rail

Frequent fast trains operate from London Liverpool Street, and from Colchester/ Chelmsford or Southend to Shenfield. Alternatively, a stopping train operates to and from Brentwood station.

McColl's Retail Group plc

Ground Floor West One London Road Brentwood Essex CM14 4QW

www.mccollsplc.co.uk