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

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

Registered Office: 3, rue Gabriel Lippmann, L-5365 Munsbach

RCS Luxembourg B 187275

(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 DEPOSITORY INTERESTS OR OTHER INDIRECT HOLDERS OF INTERESTS (SEE NOTE 8.1 OF THE NOTICE).

Investor Code:

EXTRAORDINARY GENERAL MEETING of B&M European Value Retail S.A. to be held on Tuesday 23 July 2024 commencing at 12:30 pm (CET)

at the SOFITEL EUROPE, 6, rue du Fort Niedergrünewald, L-2226 Luxembourg.

This form of Proxy is to be used in relation to the Extraordinary General Meeting (the "Meeting") of the Company to be held at the SOFITEL Europe, 6, rue du Fort Niedergrünewald, L-2226 Luxembourg on Tuesday 23 July 2024, commencing at 12:30 pm (CET).

Please complete, sign and return this form to Banque Internationale à Luxembourg S.A., Agency Services Team, 69, Route d'Esch, L-2953 Luxembourg so as to be received by no later than 12:30 pm (CET) on Friday 19 July 2024.

FORM OF PROXYB&M European Value Retail S.A.	Investor Code:
EXTRAORDINARY 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 Extraordinary General Meeting of the Company to be held at 12:30 pm (CET) on Tuesday 23 July 2024 (and, unless otherwise provided, at any adjournment thereof) in respect of the resolutions proposed for adoption at the Extraordinary General Meeting. 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 to be put to the Extraordinary General Meeting, please refer to the agenda as set out in the notice of the Extraordinary General Meeting.

RESOLUTIONS

For

Against

Vote withheld

RESOLUTIONS

For

Against

Vote withheld

1. To authorise the Board to issue shares on a non-pre-emptive basis generally up to 10% of the issued share capital.
2. To authorise the Board to issue shares on a non-pre-emptive basis up to an additional 10% of the issued share capital for acquisitions and capital investments.
3. To replace article 6.1.1 and 6.1.2 of the Articles by a single article 6.1.1.
4. To remove references to voluntary dematerialisation, registered shares and share register from the Articles.
5. To move the provisions of article 9.2 under article 5.1.

1. To amend article 10.1 and 10.4 of the Articles by removing Arora Family's rights to propose candidates to the Board.
2. To increase the cap of Director fees payable to NEDs.
3. To remove all references to the statutory auditor in the Articles.
4. To remove article 24.3.3 from the Articles and the need to convene shareholders' meetings by letter.
5. To renumber the Articles and update cross-references in the Articles further to the approved changes.

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 particular 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 from voting on the proposed 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" the 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 12:00 midnight (CET) on Tuesday 9 July 2024. By this time the shareholder must be recorded as holding shares in an account with LuxCSD. Transfers of shares after this 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 S.A., Agency Services Team, 69, Route d'Esch, L-2953 Luxembourg, Grand-Duchy of Luxembourg, so as to be received by no later than 12:30 pm (CET) on Friday 19 July 2024. Any Form of Proxy received after that deadline will be disregarded.