B&M European Value Retail S A : Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING 2023

B&M European Value Retail S.A.

Société Anonyme

Registered office: 68-70, Boulevard de la Pétrusse L-2320 Luxembourg

Grand-Duchy of Luxembourg

R.C.S. Luxembourg B 187.275

Notice of the Annual General Meeting of B&M European Value Retail S.A. to be held at 12:00 noon (CET) on Tuesday 25 July 2023 at the SOFITEL Grand-Ducal, 35, Rue du Laboratoire, L-1911 Luxembourg, is set out on pages 3 to 12 of this document.

This document is important and requires your immediate attention.

If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from a stockbroker, bank manager, lawyer, accountant or other authorised independent professional adviser.

If you have sold or transferred all your ordinary shares, or CREST Depositary Interests representing ordinary shares in B&M European Value Retail S.A., you should pass this notice and all other documents enclosed with it to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected.

Ordinary Shareholders

The enclosed Form of Proxy is for use in connection with the meeting and should be completed and returned in accordance with the instructions printed on it, as soon as possible and by no later than Friday 21 July 2023 at 12:00 noon (CET). The Form of Proxy is not for use by holders of CREST Depository Interests or other indirect holders of beneficial interests whose shares are held in broker, nominee or other custodian accounts.

CREST Depository Interest Holders

Holders of CREST Depository Interests in shares wishing to cast their votes must give their voting instructions directly to their broker or nominee account holder in CREST ("CREST Account Holder"). You cannot give voting instructions directly to the Company. Your CREST Account Holder will cast your votes via the Euroclear UK & Ireland ("EUI") and CREST International service for proxy voting (which is provided by Broadridge Financial Solutions Limited). Your CREST Account Holder will advise you on how you can give your voting instructions to them and confirm the final deadline and time by which they will require your voting instructions. It is important to note that the voting deadline of the CREST international service

for proxy voting provided by Broadridge is expected to be at least three business days prior to the Company's proxy appointment deadline of Friday 21 July 2023 at 12:00 noon (CET). You should therefore check with your CREST Account Holder what their own deadline is for receiving voting instructions from you.

B&M European Value Retail S.A. Notice of Annual General Meeting 2023

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B&M EUROPEAN VALUE RETAIL S.A. - ANNUAL GENERAL MEETING 2023

B&M European Value Retail S.A.

Société Anonyme

Registered office: 68-70, Boulevard de la Pétrusse - L-2320 Luxembourg

Grand-Duchy of Luxembourg

R.C.S. Luxembourg: B 187.275

Letter from the Chairman

19 June 2023

Dear Shareholder,

Notice of the Annual General Meeting of B&M European Value Retail S.A. (the "Company") to be held on Tuesday 25 July 2023 at 12:00 noon (CET).

On behalf of the Board, I am writing to inform you that the Annual General Meeting of the Company will be held on Tuesday 25 July 2023 at 12:00 noon (CET) at the SOFITEL Grand-Ducal, 35, Rue du Laboratoire, L-1911 Luxembourg ("AGM" or "Meeting").

Voting and attendance at the AGM

In accordance with Luxembourg law, the quorum for the AGM is at least one shareholder present or represented and all resolutions put to the AGM will be passed by a simple majority of the votes cast by shareholders, regardless of the proportion of the issued share capital represented at the Meeting.

The results of the votes on all the resolutions at the AGM will be announced via the Regulatory News Service and published on the Company's website at www.bandmretail.com as soon as possible following the AGM.

The Board appreciates that, as the location of the AGM is in Luxembourg, as required by our constitution, many shareholders will be unable to attend in person. However, your vote is important and I would encourage you, irrespective of the number of ordinary shares you hold, to vote either

1. by completing and returning the enclosed Form of Proxy if you are holding your ordinary shares in an account with LuxCSD; or
2. by giving your voting instructions to your broker or nominee account holder to cast your votes on your behalf by the voting deadline confirmed to you by them, if you are a holder of CREST Depository Interests or an indirect holder of beneficial interests in shares which are held in a broker, nominee or other custodian account.

If you are holding your shares in an account with LuxCSD and want to participate in the AGM either by proxy or in person, in accordance with Luxembourg law on the exercise of certain rights of shareholders in general meetings of listed companies, you are required to complete and return a declaration of participation. A form of Declaration of Participation is enclosed with this notice. The form of Declaration of Participation must be received by the Company by the record date which, for this year's AGM is Tuesday 11 July 2023 at 12:00 midnight (CET) in accordance with the procedures set out below. Please note the Declaration of Participation is not a substitution for the Form of Proxy, and the procedure for lodging a Form of Proxy as set out in the form and in the notes to the notice of the Meeting below will need to be followed.

Indirect Holders of shares are not required to complete a Declaration of Participation.

Dividends1

Following the interim dividend of 5.0 pence per ordinary share paid to shareholders in December 2022 and the special dividend of 20.0 pence paid to shareholders in February 2023, and subject to shareholders' approval at the AGM, the Board is recommending a final dividend of 9.6 pence per ordinary share to be paid on Friday 4 August 2023 to shareholders in relation to the number of shares held by them as at 30 June 2023. This will make the total ordinary dividend for the year 14.6 pence per ordinary share which is at the upper end of the Group's dividend policy.

Resolutions

For each of the resolutions proposed to the AGM and set out on pages 3 and 4, an explanatory note is set out on pages 5, 6 and 7 of this document.

Recommendation

Your Board recommends that shareholders vote in favour of all the resolutions set out in the notice of the Annual General Meeting, which it considers to be in the best corporate interest of the Company and in the best interests of shareholders. The Directors intend to vote in favour of all resolutions in respect of their own beneficial shareholdings totalling 67,279 ordinary shares and representing approximately 0.007% of the present issued ordinary share capital of the Company².

Yours faithfully,

Peter Bamford

Chairman

• Dividends amounts are stated gross before deduction of Luxembourg withholding tax which rate is currently 15%. ² Not including shareholdings of related parties or associates.

2 B&M European Value Retail S.A. Notice of Annual General Meeting 2023

NOTICE OF THE 2023 ANNUAL GENERAL MEETING

B&M EUROPEAN VALUE RETAIL S.A.

R.C.S. Luxembourg: B 187.275

Notice is hereby given that the Annual General Meeting of the shareholders of B&M European Value Retail S.A. (the "Company")

will be held at the SOFITEL Grand-Ducal, 35, Rue du Laboratoire, L-1911 Luxembourg on Tuesday 25 July 2023 starting at 12:00 noon (CET) to consider and to vote upon the following agenda.

1. To receive the Report of the Board of Directors on the Annual Accounts and Financial Statements of the Company for the financial year ended 31 March 2023 and on the consolidated Annual Accounts and Financial Statements of the Company and its subsidiaries for the financial year ended 25 March 2023.
2. To receive the Annual Accounts and Financial Statements of the Company for the financial year ended 31 March 2023, the consolidated Annual Accounts and Financial Statements of the Company and its subsidiaries for the financial year ended 25 March 2023 and the Reports of the Independent Auditor ("réviseur d'entreprises agréé") thereon.
3. To approve the Annual Accounts and Financial Statements of the Company for the financial year ended 31 March 2023.
4. To approve the consolidated Annual Accounts and Financial Statements of the Company and its subsidiaries for the financial year ended 25 March 2023.
5. To approve the result of the Company for the financial year ended 31 March 2023 and the allocation of the result in the total amount of GBP £357,758,048.87 on the following basis:
6. 1. to the interim dividend of 5 pence (gross) per ordinary share paid by the Company in December 2022, being a total aggregate distribution of GBP £50,092,686.75 (gross);
   2. to the interim dividend of 20 pence (gross) paid by the Company in February 2023, being a total aggregate amount of GBP £200,370,747.00 (gross);
   3. to a final dividend of 9.6 pence (gross) per ordinary share to be paid to shareholders of the Company on Friday 4 August 2023, in relation to their shareholding in the Company as at 30 June 2023;
   4. to the payment of the nominal value of the shares allocated for free to certain employees and directors of the Group, on the exercise of share options in relation to the Company during the financial year ended 31 March 2023, the aggregate amount of GBP £62,689.90; and
   5. to carry forward the balance thereafter to the Company's retained earnings account.
7. To approve a total dividend distribution by the Company for the year ended 31 March 2023 of 34.6 pence (gross) per ordinary share out of the available distributable profits of the Company, comprising:
8. 1. an interim dividend of 5.0 pence per ordinary share paid on 16 December 2022;
   2. an interim dividend of 20.0 pence per ordinary share paid on 3 February 2023; and
   3. a final dividend of 9.6 pence per ordinary share recommended by the Board of Directors on 30 May 2023, to be paid on Friday
      4 August 2023 to shareholders of the Company in relation to the number of shares held by them as at the close of business on 30 June 2023.
9. To approve the Directors' Remuneration Report as set out on pages 76 to 91 of the Company's Annual Report and Accounts for the financial year ended 31 March 2023 (excluding the Directors' Remuneration Policy Table set out on pages 89 to 91).
10. To grant full discharge to each of the Directors of the Company for the performance of their mandate during the financial year ended 31 March 2023.
11. To re-elect Peter Bamford as a Director until the Annual General Meeting resolving on the annual accounts for the financial year ending 31 March 2024.
12. To re-elect Alejandro Russo as a Director until the Annual General Meeting resolving on the annual accounts for the financial year ending 31 March 2024.
13. To re-elect Michael Schmidt as a Director until the Annual General Meeting resolving on the annual accounts for the financial year ending 31 March 2024.
14. To re-elect Ron McMillan as a Director until the Annual General Meeting resolving on the annual accounts for the financial year ending 31 March 2024.
15. To re-elect Tiffany Hall as a Director until the Annual General Meeting resolving on the annual accounts for the financial year ending 31 March 2024.
16. To re-elect Paula MacKenzie as a Director until the Annual General Meeting resolving on the annual accounts for the financial year ending 31 March 2024.
17. To re-elect Oliver Tant as a Director until the Annual General Meeting resolving on the annual accounts for the financial year ending 31 March 2024.

B&M European Value Retail S.A. Notice of Annual General Meeting 2023

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NOTICE OF THE 2023 ANNUAL GENERAL MEETING continued

1. To grant discharge to the Independent Auditor ("réviseur d'entreprises agréé") KPMG Audit S.à r.l., for the performance of their duties during the financial year ended 31 March 2023.
2. To re-appoint KPMG Audit S.à r.l. as Independent Auditor ("réviseur d'entreprises agréé") of the Company, to hold office until the conclusion of the Annual General Meeting resolving on the annual accounts for the financial year ended 31 March 2024.
3. To authorise the Directors to determine the remuneration of KPMG Audit S.à r.l. as the Independent Auditor ("réviseur d'entreprises agréé"), subject to resolution 17 being passed.
4. To resolve that the Company be and is hereby generally authorised to make market purchases of its ordinary shares of 10 pence each on the London Stock Exchange, in conformity with the conditions set out under article 430-15 of the Luxembourg Law of 10 August 1915 on Commercial Companies (as amended) and subject to the following conditions:
5. 1. the maximum aggregate number of ordinary shares which may be purchased is 100,185,373 (one hundred million one hundred and eighty-five thousand three hundred and seventy-three) ordinary shares representing approximately 10% (ten per cent) of the issued share capital of the Company as at 18 June 2023;
   2. the minimum price, exclusive of any expenses, which may be paid for each ordinary share is 10 pence;
   3. the maximum price, exclusive of any expenses, which may be paid for each ordinary share is an amount equal to the higher of:
   4. 1. 105% of the average of the middle market quotations for an ordinary share in the Company, as derived from the London Stock Exchange Daily Official List for the five (5) business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
      2. 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 in the Company as derived from the London Stock Exchange Trading System; and
   5. the authority to purchase conferred by this resolution shall expire at the conclusion of the next annual general meeting of the Company or on 23 July 2024 whichever is the earlier, save that the Company may before such expiry date enter into a contract of purchase under which such purchase may be completed or executed wholly or partly after the expiration of this authority.
6. To confirm that, as provided for by the Articles of Association of the Company, the Board of Directors shall have full power to issue ordinary shares on a non-pre-emptive basis in respect of the issue for cash of shares representing up to 5% (five per cent) of the issued share capital of the Company and to acknowledge the Directors' intention to comply with the Statement of Principles on Dis-applyingPre-Emption Rights most recently published by the Pre-Emption Group, to the extent practical for a Luxembourg company.
7. To confirm that, as provided by the Articles of Association, the Directors shall have full power, in addition to any authority granted under resolution 20, to issue ordinary shares on a non-pre-emptive basis in respect of the issue for cash of shares representing up to a further 5% (five per cent) of the issued share capital of the Company, to be used for the purposes of financing a transaction (or refinancing such a transaction within six months of the original transaction) which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Dis-applyingPre-Emption Rights most recently published by the Pre-Emption Group.

On behalf of the Board of Directors

Peter Bamford

Chairman

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

19 June 2023

4 B&M European Value Retail S.A. Notice of Annual General Meeting 2023

EXPLANATION OF BUSINESS TO BE CONSIDERED AT THE 2023 ANNUAL GENERAL MEETING

Resolutions 1 to 4: Accounts

Under Luxembourg law, the Board of Directors of the Company is required to prepare both annual accounts and financial statements for the Company on a stand-alone basis and consolidated annual accounts and financial statements for the Company and its subsidiaries (the "Group"). For this reason, two sets of Annual Accounts and Financial Statements are presented to shareholders, including the annual accounts of the Company for the year ended 31 March 2023 and the consolidated annual accounts of the Group for the year ended 25 March 2023, both in a single document ("Annual Report and Accounts").

The Annual Report and Accounts also includes the Directors' Report and the Independent Auditor's Reports for the same accounting periods.

Resolutions 1 to 4 invite shareholders to approve the Directors' Report, the Annual Accounts and Financial Statements of the Company, the consolidated Annual Accounts and Financial Statements of the Group and the Reports of the Independent Auditor ("réviseur d'entreprises agréé") thereon.

Resolution 5: Approval of the result and allocation

In accordance with the Company's Articles of Association (the "Articles") and Luxembourg law, at least 5% (five per cent) of the Company's net profit must be allocated to the legal reserve account each year. This allocation is no longer mandatory if and for as long as the amount of the legal reserve represents at least 10% (ten per cent) of the issued share capital of the Company.

The amount of the legal reserve of the Company represents more than 10% (ten per cent) of the issued share capital of the Company and therefore no allocation to it is required and proposed this year.

During the financial year 2022/23 and in accordance with article 5.2 of the Articles, 626,899 new ordinary shares of 10 (ten) pence each were issued and allocated for free to employees and directors of the Group on the exercise of nil cost share options. The nominal value of those shares, amounting to GBP £62,689.90 in aggregate, has been paid-up by the Company out of its carried forward earnings and consequently, this amount is deducted from the balance of the carried forward profits.

As at 31 March 2023, the Company made a profit of GBP £357,758,048.87. In addition, the Company also had retained earnings which had been carried forward in the amount of GBP £23,675,793.53. Together the profit for the year and the retained earnings carried forward amount to GBP £381,433,842.40. In accordance with Luxembourg law and the Company's Articles of Association, the profit at the end of the financial year together with any profits carried forward as retained earnings are available for distributions to shareholders.

After having recourse to those available reserves in relation to (i) the interim dividends paid during the financial year under review, (ii) the shares allocated for free under the Company's share options schemes all paid up during that financial year and (iii) the final dividend proposed under Resolution 6, the balance of the Company's retained earnings to be carried forward to the following financial year will be of GBP £34,729,760.19.

Resolution 6: Approval of the total dividend

In addition to the interim dividend distribution of 5.0 pence per share declared by the Board on 10 November 2022 and the special dividend of

20.0 pence per share declared by the Board on 5 January 2023, the Board is recommending a final dividend of 9.6 pence per ordinary share which will make a total ordinary dividend (excluding the special dividend) for the year ended 31 March 2023 of 14.6 pence per ordinary share. Subject to shareholders approval, the final dividend will be paid on Friday 4 August 2023 to shareholders in relation to the number of shares held by them as at the close of business on 30 June 2023.

Resolution 7: Directors' Remuneration Report

Shareholders are invited to approve the Directors' Remuneration Report (other than the Directors' Remuneration Policy which is referred to pages 89 to 91 of the Annual Report and Accounts) which has been prepared in accordance with the reporting requirements of the Luxembourg Law of 24 May 2011 on certain rights of shareholders in general meetings of listed companies as amended by the law of 1 August 2019 which transposes in Luxembourg law the provisions of the EU Shareholders' Rights Directive 2017/828 on directors' remuneration.

Consistently with the Company's reporting in previous years, the report has been prepared in compliance with UK reporting regime where practical, in addition to the Luxembourg law requirements. The shareholder vote on this resolution is advisory in nature.

The Directors' Remuneration Policy which content is set out in the table on pages 89 to 91 of the Annual Report and Accounts and as approved by shareholders in July 2021 will remain in force until the Annual General Meeting of the Company to be held in 2024.

B&M European Value Retail S.A. Notice of Annual General Meeting 2023

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