B&M European Value Retail S A : AGM Results

29 July 2021

B&M European Value Retail S.A.

AGM Voting Results

All resolutions proposed at the Annual General Meeting of the Company held on 29 July 2021 were passed on a poll by shareholders. The results of the poll were as follows.

							VOTES	%	VOTES	%	VOTES	% of ISC	VOTES
							FOR		AGAINST		TOTAL	VOTED	WITHHELD
1	To	receive	the	Directors
	Report	on	the	Annual
	Accounts of the Company for	802,689,197	100	0	0	802,689,197	80.20	7,647,330
	the year ended March 2021
2	To	receive the consolidated
	and unconsolidated Financial
	Statements	and	Annual
	Accounts for the financial year	802,689,197	100	0	0	802,689,197	80.20	7,647,330
	ended March 2021 and the
	Auditor's Reports thereon
3	To approve the consolidated
	Financial	Statements	and
	Annual	Accounts	of	the	802,688,962	100	0	0	802,688,962	80.20	7,647,565
	Company for the year ended
	27 March 2021

4	To	approve	the
	unconsolidated	Financial
	Statements	and	Annual
	Accounts of the Company for	802,688,690	99.99	272	0.01	802,688,962	80.20	7,647,565
	the year ended 31 March
	2021
5	To approve the result of the
	Company for the year ended	804,855,254	99.92	603,993	0.08	805,459,247	80.48	4,877,280
	31 March 2021 and allocation
6	To approve the total dividend
	of the Company for the year	804,846,646	99.92	611,728	0.08	805,458,374	80.48	4,878,153
	ended 31 March 2021
7	To receive and approve the
	annual report on the Directors'	625,507,615	77.20	184,637,845	22.80	810,145,460	80.95	191,067
	Remuneration
8	To	approve	the	Directors'
	Remuneration Policy	659,985,530	81.46	150,159,930	18.54	810,145,460	80.95	191,067
9	To discharge all the Directors
	for the financial year ended 31	800,944,464	99.56	3,527,470	0.44	804,471,934	80.38	5,864,593
	March 2021
10	To re-elect Peter Bamford as
	a Director			801,228,672	99.72	2,258,375	0.28	803,487,047	80.28	6,849,480
11	To re-elect Simon Arora as a
	Director			793,430,724	98.50	12,028,758	1.50	805,459,482	80.48	4,877,045
12	To ratify the appointment of
	and to re-elect	Alejandro	804,203,315	99.84	1,256,167	0.16	805,459,482	80.48	4,877,045
	Russo as a Director

13	To re-elect Ron McMillan as a
	Director						649,469,916	80.65	155,731,744	19.35	805,201,660	80.45	5,134,867
14	To re-elect Tiffany Hall as a
	Director						760,764,269	94.45	44,694,978	5.55	805,459,247	80.48	4,877,280
15	To re-elect Carolyn Bradley	761,639,558	94.79	41,847,489	5.21	803,487,047	80.28	6,849,480
	as a Director
16	To discharge the Independent
	Auditor for the year ended 31	800,291,556	99.48	4,180,143	0.52	804,471,699	80.38	5,864,828
	March 2021
17	To	re-appoint	KPMG
	Luxembourg			Société
	Coopérative	as	Independent	803,478,925	99.75	1,980,557	0.25	805,459,482	80.48	4,877,045
	Auditor of the Company
18	To authorise the Directors to
	determine	the	Independent	805,458,860	99.99	622	0.01	805,459,482	80.48	4,877,045
	Auditor's remuneration
19	To authorise the Company to
	make market purchases of its	802,653,287	99.75	1,988,737	0.25	804,642,024	80.40	5,694,503
	ordinary shares
20	To confirm the Board of
	Directors have full power to
	issue ordinary shares on a
	non-pre-emptive		basis	for	805,235,178	99.97	244,304	0.03	805,459,482	80.48	4,877,045
	cash representing 5% of the
	issued share capital of the
	Company		generally,	as
	provided	by	the	Articles	of

Association and to acknowledge the Directors' intention to comply with the Statement of Principles on

Dis-applyingPre-Emption Rights to the extent practical for a Luxembourg company

21 To confirm the Board of Directors have full power, in addition to any authority granted under resolution 20, to issue ordinary shares on a non-pre-emptive basis, for cash representing a further 5% of the issued share capital

of the Company	for	the	797,010,303	98.95	8,449,179	0.05	805,459,482	80.48	4,877,045
purposes	of financing	an
acquisition	or	a	capital
investment	(or	refinancing
such a transaction) as defined
in the Statement of Principles
on Dis-ApplyingPre-Emption
Rights, as provided by the
Articles of Association
22 To approve and authorise the
use by the Company of
electronic	means	of	805,450,232	99.99	750	0.01	805,450,982	80.48	4,885,545
communication of information
to shareholders

The results of the poll will also be posted on the Company's website at www.bandmretail.com

Please note that a vote withheld is not a vote in law and is not counted in the calculation of votes for and against a resolution.

The total number of shares in issue of the Company on the record date of 15 July 2021 for being eligible to vote at the AGM was 1,000,839,779 ordinary shares.

We are pleased that all the resolutions proposed at the AGM were passed with strong shareholder support. We note that the vote in favour of the resolution to approve the Directors' Remuneration Report fell just below the 80% level. Prior to the AGM, we undertook a detailed and extensive consultation with shareholders regarding remuneration for FY22 onwards to gain an understanding of their views. Following the AGM, we will implement the refreshed Directors' Remuneration Policy, which was approved with a vote in favour of 81.46%, and invite shareholders to continue to engage with us as part of an ongoing constructive dialogue.

Enquiries

B&M European Value Retail S.A.

For further information please contact [phone]

Simon Arora, Chief Executive Officer

Alejandro Russo, Chief Financial Officer

[e-mail]