MCCOLL'S RETAIL GROUP PLC — Proxy Solicitation & Information Statement 2020

Apr 27, 2020

McColl's RETAIL GROUP

McColl's House, Ashwells Road, Brentwood, Essex CM15 9ST
Tel: 01277 372916 Web: www.mccolls.co.uk

15 April 2020

Dear Shareholder

Annual General Meeting 2020

Further to my letter dated 23 March 2020, we have announced the revised date for the AGM as Monday 11 May 2020. The AGM will be held at 1.30pm at the Company's registered office. The resolutions to be put to the meeting are unchanged from those included in the Notice of Meeting dated 4 March 2020 which is available on our website at www.mccollsplc.co.uk.

In accordance with the Stay at Home Measures introduced by the UK government, shareholders are not permitted to attend the AGM in person. The majority of Directors will be attending by telephone and there will be no investor presentation. Shareholders are therefore encouraged to vote in advance of the meeting. Any proxies already submitted will remain valid and shareholders are able to submit proxies or change their proxy votes up to the deadline of 1.30pm on Thursday 7 May 2020.

In order to be eligible to vote at the AGM, shareholders must be registered in the Company's register of members by 6.30 pm on Thursday 7 May 2020.

The Board remains committed to shareholder dialogue and welcomes questions to be submitted via email to investor.relations@mccolls.co.uk although the Directors will reply to questions directly rather than in the AGM forum. Should shareholders wish to attend the meeting by telephone they are requested to pre-register by emailing investor.relations@mccolls.co.uk and details will be provided. Please note that there will be no facility to vote by telephone and so proxies should be submitted whether or not you intend to join the telephone call.

Please see the appendix to this letter which sets out important information about your rights as regards the AGM.

Yours sincerely

Angus Porter
Chairman

McColl's Retail Group plc. Registered in England Number: 8783477. Registered Office: as above.

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APPENDIX

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 Thursday 7 May 2020 (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.

2. 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, accompanied the Notice of Meeting dated 4 March 2020. 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).

3. 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).

4. Any person to whom Notice of the AGM 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.

5. The statement of the rights of shareholders in relation to the appointment of proxies in notes 2, 3 and 8 do not apply to nominated persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

6. 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.

7. 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 8 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 Thursday 7 May 2020. 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.

8. 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.

McColl's Retail Group plc - Appendix to letter dated 15 April 2020

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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 Thursday 7 May 2020. 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.

2. 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.

3. 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.

4. As at 14 April 2020 (being the last practicable business day prior to the publication of this letter), the Company's ordinary issued share capital consists of 115,193,909 ordinary shares, carrying one vote each. No shares are held in treasury. Therefore, the total voting rights in the Company as at 28 February 2019 are 115,193,909.

5. 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.

6. Copies of the Directors' letters of appointment or service contracts are kept available for inspection at the Companies registered office in accordance with the Companies Act 2006. The rules of the proposed Save As You Earn plan (summarised in the Notice of AGM) are available on the www.mccollsplc.co.uk

7. 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 - Appendix to letter dated 15 April 2020