Ordinary General Meeting

30 September 2021

B&M European Value Retail S.A.

Notice of Ordinary General Meeting

B&M European Value Retail S.A. (the "Company"), the UK's leading general merchandise value retailer, announces that it has posted to shareholders today Notice of an Ordinary General Meeting of the Company.

The Ordinary General Meeting will be held at on Tuesday 9 November 2021 at 5, Rue Goethe, L-1637 Luxembourg, commencing at 10:00 am (CET).

The purpose of the Ordinary General Meeting is to propose that Paula MacKenzie be appointed as a Non-Executive Director of the Company.

The Notice of the Ordinary General Meeting, is available on the Company's website at www.bandmretail.com/investors/ogm.aspx

A summary form of the Notice of the Ordinary General Meeting is set out in Appendix 1 to this announcement.

Enquiries

B&M European Value Retail S.A.

For further information please contact +44 (0) 151 728 5400

Simon Arora, Chief Executive

Alex Russo, Chief Financial Officer

[email protected]

Media

For media please contact +44 (0) 207 379 5151

Sam Cartwright, Maitland

[email protected]

APPENDIX 1

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 187275

Notice of the Ordinary General Meeting of B&M European Value Retail S.A. to be held at 10:00 am (CET) on Tuesday 9 November 2021 at 5, Rue Goethe, L-1637 Luxembourg.

AGENDA

1. To appoint Paula MacKenzie as a Director of the Company with immediate effect until the Annual General Meeting resolving on the financial statements for the financial year ended 31 March 2022.

Explanation of Business to be considered at the Extraordinary General Meeting

Resolution: Appointment of Non-Executive Director

Following the retirement of one of the four Independent Non-Executive Directors at the AGM on 29 July 2021, the Board of Directors (the "Board") of B&M European Value Retail S.A. ("B&M" or the "Company") has reduced from seven to six members. Those six members comprise the Non-Executive Chairman, two Executive Directors and three Independent Non-Executive Directors. The Board considers that there is a need to maintain a complement of at least four Non-Executive Directors, not least while the business of the Company's group continues to grow at a significant rate and also as part of succession planning generally looking to the future.

Following a search undertaken by Russell Reynolds Associates on behalf of the Nomination Committee of the Company and a series of interviews, the Nomination Committee has recommended that Paula MacKenzie be appointed as a Non-Executive Director to the Board of B&M. The Board has unanimously resolved to propose that Paula be appointed with immediate effect to the Board by the ordinary general meeting of shareholders of the Company.

Paula MacKenzie has a strong background in general management and finance. She has held a number of senior executive roles during the last 10 years with Kentucky Fried Chicken (Great Britain) Ltd ("KFC UK&I") which has over 900 stores and 27,000 employees. Her current experience leading a highly competitive multi-site business and her professional background in finance will bring additional insights and perspectives to the Board.

Paula has been the Managing Director of KFC for the UK and Ireland for the last four years and will be continuing in that role. Prior to that she was the Chief Financial Officer of KFC UK&I. Her experience prior to joining KFC UK&I included executive roles in finance across a variety of industry sectors with Innocent, GlaxoSmithKline and Diageo plc.

Notes 

Quorum and voting

In accordance with Article 24.6 of the Articles of Association of the Company, all decisions taken at the Meeting will be passed by a simple majority of the votes cast on each resolution, regardless of the proportion of issued ordinary share capital represented by shareholders at the Meeting. Each holder of ordinary shares has one vote in respect of each ordinary share held. As a result, the quorum for the Meeting is at least one shareholder present in person or by proxy.

Total voting rights

As at 29 September 2021 (being the last business day prior to the publication of this notice) the Company's issued ordinary share capital consists of 1,001,226,836 (one billion and one million and two hundred and twenty-six thousand eight hundred and thirty-six) ordinary shares, carrying one vote each. The Company holds no treasury shares, therefore the total voting rights in the Company as at 29 September 2021 is 1,001,226,836 (one billion and one million and two hundred and twenty-six thousand eight hundred and thirty-six).

Poll

All items in the Notice of the Meeting will be decided by a poll of shareholders.