B&M European Value Retail S A : AGM Form of Proxy

FORM OF PROXYB&M European Value Retail S.A.

Registered Office: 68-70, Boulevard de la Pétrusse, L-2320 Luxembourg Grand-Duchy of Luxembourg

RCS Luxembourg B 187.275 (the "Company")

This form is only for use by holders of dematerialised shares in an account with LuxCSD. It is not for use by holders of CREST Depositary Interests or other indirect holders of interests.

Investor Code:

ANNUAL GENERAL MEETING of B&M European Value Retail S.A.

to be held on Tuesday 25 July 2023 commencing at 12:00 noon (CET)

at the SOFITEL GRAND-DUCAL, 35, Rue du Laboratoire, L-1911 Luxembourg.

This Form of Proxy is to be used in relation to the Annual General Meeting (the "AGM" or the "Meeting") of the Company to be held at the SOFITEL GRAND-DUCAL, 35, Rue du Laboratoire, L-1911 Luxembourg, on Tuesday 25 July 2023, commencing at 12:00 noon (CET).

Please complete, sign and return this form to Banque Internationale à Luxembourg, Agency Services Team, 69, Route d'Esch, L-2953 Luxembourg so as to be received by no later than Friday 21 July 2023 at 12:00 noon (CET).

FORM OF PROXYB&M European Value Retail S.A.	Investor Code:
ANNUAL GENERAL MEETING

I/We being a holder of ordinary shares of the Company hereby appoint the Chairman of the meeting OR the person indicated in the box below (see Note 1).

Name of proxy	Number of shares proxy appointed over

as my/our proxy to vote on my/our behalf at the AGM of the Company to be held on Tuesday 25 July 2023 at 12:00 noon (CET) (and, unless otherwise provided, at any adjournment thereof) in respect of the resolutions proposed for adoption at the AGM. I/We have indicated with an "X" below how I/we wish my/our votes to be cast on each resolution.

If you wish to appoint multiple proxies see Note 2. Please tick this box if this proxy appointment is one of multiple appointments being made: 

For the full text of the resolutions proposed to the AGM, please refer to the agenda of the Meeting as set out in the Notice of AGM.

RESOLUTIONS

For

Against

Vote withheld

RESOLUTIONS

For

Against

Vote withheld

1. To receive the Directors Report for the year ended March 2023.
2. To receive the Annual Accounts and Financial Statements of the Company and of the Group and the Auditor's reports thereon.
3. To approve the Annual Accounts and Financial Statements of the Company for the year ended 31 March 2023.
4. To approve the consolidated Annual Accounts and Financial Statements of the Group for the year ended 25 March 2023.
5. To approve the result of the Company for the year ended 31 March 2023 and its proposed allocation.
6. To approve the total dividend of the Company for the year ended 31 March 2023.
7. To approve the annual report on the Directors' Remuneration for the year ended 31 March 2023.
8. To discharge each of the Directors for the financial year ended 31 March 2023.
9. To re-elect Peter Bamford as a Director.
10. To re-elect Alejandro Russo as a Director.
11. To re-elect Michael Schmidt as a Director.

1. To re-elect Ron McMillan as a Director.
2. To re-elect Tiffany Hall as a Director.
3. To re-elect Paula MacKenzie as a Director.
4. To re-elect Oliver Tant as a Director.
5. To discharge the Auditor for the year ended 31 March 2023.
6. To re-appoint KPMG Audit S.A.R.L as Auditor of the Company.
7. To authorise the Directors to determine the Auditor's remuneration.
8. To authorise the Company to make market purchases of its own shares.
9. To confirm the Board shall have full power to issue shares representing up to 5% of the issued share capital on a non-pre-emptive basis.
10. To confirm the Board shall have full power to issue shares representing up to an additional 5% of the issued share capital on a non-pre-emptive basis for capital investments.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting.

Signature    Date 

In the case of a corporation this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised stating their capacity (e.g. director, secretary).

Notes

1. Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the Meeting. If you wish to appoint a person other than the Chairman of the Meeting, please insert the name of your chosen proxy holder 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). If returned without an indication as to how the proxy shall vote on any matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
2. Under Luxembourg law, you may only appoint more than one proxy if (i) you hold shares in more than one securities account or (ii) if you act professionally on behalf of natural or legal persons. To appoint more than one proxy you may photocopy this form. Please indicate in the box next to the proxy holder's name (see over) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box (see over) if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. If you submit more than one valid proxy appointment in respect of the same share, the appointment received last before the deadline for the receipt of proxies will take precedence.
4. Any alterations to this form should be initialled.
5. 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.
6. Entitlement to attend and vote at the Meeting and the number of votes which may be cast at the Meeting will be determined by reference to the number of shares held by a shareholder as at Tuesday 11 July 2023 at 12:00 midnight (CET). By this time, the shareholder must be recorded as holding shares in dematerialised form in an account with LuxCSD. Transfer of shares after that time will be disregarded in determining the rights of any person to attend and vote at the Meeting.
7. The completion and return of this form will not preclude a member from attending the Meeting and voting in person.
8. The Form of Proxy must arrive at Banque Internationale à Luxembourg, Agency Services Team, 69, Route d'Esch, L-2953 Luxembourg, Grand-Duchy of Luxembourg so as to be received by no later than Friday 21 July 2023 at 12:00 noon (CET). Any Form of Proxy received after that deadline will be disregarded.