MCCOLL'S RETAIL GROUP PLC — Proxy Solicitation & Information Statement 2021

Apr 9, 2021

Notice of availability – various documents

Important – please read carefully

You can now access the Annual Report and Accounts 2020 and Notice of the 2021 Annual General Meeting via the internet on www.mccollsplc.co.uk/reportsandpresentations.

You may submit your proxy electronically. Please note the deadline for receiving proxies is 1.30pm on Tuesday, 18 May 2021.

To be held at: Ground Floor West, One London Road, Brentwood, Essex CM14 4QW If you wish to attend this meeting in your capacity as a holder of ordinary shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of person attending:

Shareholder Reference No.:

Proxy Form McColl's Retail Group plc – Annual General Meeting 2021

Name of proxy	Number of shares proxy appointed over
as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at 1.30pm on Thursday, 20 May 2021 at Ground Floor West, One London Road, Brentwood, Essex CM14 4QW and at any adjournment thereof. Unless otherwise instructed with an 'X' on how I/we wish my/our votes to be cast on the following resolutions, the proxy may vote as he or she sees fit or abstain from voting in relation to any business of the meeting. I have indicated with an 'X' how I/we wish my/our votes to be cast on the following resolutions:
If you wish to appoint multiple proxies please see note 1 overleaf.			Please mark 'X' to indicate			Please tick here if you are appointing more than one proxy.
Resolutions		how you wish to vote		Resolutions * Special resolution			Please mark 'X' to indicate how you wish to vote
	For	Against	Vote withheld				For	Against	Vote withheld
1. To receive the Company's Annual Report and Accounts 2020						13. To authorise the Audit & Risk Committee to determine the remuneration of the Auditor
2. To approve the Directors' Remuneration Policy						14. To authorise the Directors to make
3. To approve the Directors' Remuneration Report					political donations
4. To re-elect Angus Porter as a Director				ordinary shares		15. To authorise the Directors to allot
5. To re-elect Georgina Harvey as a Director					16. To authorise the Directors to disapply
6. To re-elect Jonathan Miller as a Director					pre-emptions rights 17. To authorise the Directors to disapply pre-emptions rights in connection with an acquisition or capital investment 18. To approve purchase of the Company's own shares 19. To permit 14 days' notice of general meetings, other than Annual General Meetings 20. To approve the rules of the McColl's Retail Group Long Term Incentive Plan
7. To elect Jens Hofma as a Director
8. To elect Dominic Lavelle as a Director
9. To elect Richard Crampton as a Director
10. To elect Giles David as a Director
11. To elect Benedict Smith as a Director
12. To reappoint BDO LLP as Auditor
Signature	Date

Notes

• 1. Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his or her proxy to exercise all or any of his or her rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxyholder in the space provided (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. To appoint more than one proxy you may photocopy this form. Please indicate the proxyholder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ('nominated persons'). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
• 1. The 'Vote withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 1. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company by 6.30pm on 18 May 2021. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST proxy voting service in accordance with the procedures set out in the CREST manual. Shareholders wishing to vote online should visit www.sharevote.co.uk and follow the instructions.
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.
• 1. The proxy form overleaf must arrive at Equiniti Limited, Aspect House, Spencer Road, Lancing West Sussex BN99 6DA during usual business hours accompanied by any power of attorney (or other written authority) under which it is executed or a notarially certified copy of such power or authority (if applicable) no later than 1.30pm on 18 May 2021.
• 1. Please use the reply envelope provided to return your completed proxy form and note that delivery can take up to 2 business days.
• 1. In the case of a corporate shareholder, this proxy form should be executed under seal or otherwise executed in accordance with the Companies Act 2006 or signed on behalf of the corporate shareholder by an officer, attorney or duly authorised signatory.

PLEASE USE SUPPLIED RETURN ENVELOPE