B&M European Value Retail S A : Notice of EGM

NOTICE OF EXTRAORDINARY GENERAL MEETING

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 Extraordinary General Meeting of B&M European Value Retail S.A. to be held on Tuesday 25 July 2023 at 12:45 pm (CET) at the SOFITEL Grand-Ducal, 35, Rue du Laboratoire, L-1911 Luxembourg before a Luxembourg notary, is set out on pages 3 to 9 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 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 12:45 pm (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 12:45 pm (CET). You should therefore check with your CREST Account Holder what their own deadline is for receiving voting instructions from you.

NOTICE OF EXTRAORDINARY GENERAL MEETING

Société Anonyme

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

Grand Duchy of Luxembourg

R.C.S. Luxembourg: B 187275

(the "Company")

Notice is hereby given that an Extraordinary 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 at 12:45 pm (CET) to consider and to vote upon the following items.

AGENDA

Extraordinary resolution

Having acknowledged the report of the Board of Directors pursuant to article 420-26 (5) of the Luxembourg law on commercial companies, to renew, with immediate effect and for a period of five (5) years, the power of the Board to increase the issued share capital of the Company within the limits of the authorised share capital and under the conditions set forth in article 5.2 of the Articles.

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

EXPLANATION OF BUSINESS TO BE CONSIDERED AT THE EXTRAORDINARY GENERAL MEETING

In common with articles of association of other Luxembourg public limited liability companies, the Articles of the Company include the power for the Board of Directors to increase the issued share capital of the Company by the issue of new shares, within the framework of the Company's authorised share capital. This power which is provided for under article 5.2 of the Articles is limited both in time, with the time limit being five (5) years, and, in amount, the issue of shares in any one (1) year cannot exceed two-thirds of the issued share capital of the Company as at the first issue of shares.

The authority given to the Board under article 5.2 will expire this year in July 2023 and the Board is therefore proposing its renewal for a new period of five (5) years as from the EGM date.

Without that renewal, the authority currently in place will expire and it would be necessary to convene extraordinary general meetings of shareholders each and every time new shares are required to be issued, including in relation to the exercise of employee share options.

This would not be workable neither practical and the Board therefore proposes and recommends this resolution.

Further details about the terms and conditions of this authority, especially in relation to the power for the Board to dis-applypre-emption rights of existing shareholders, are provided under the special report of the Board of Directors of the Company enclosed to this Notice.

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

NOTES TO THE NOTICE OF THE EXTRAORDINARY GENERAL MEETING (EGM)

1. Record date
   The right of a shareholder to attend and to vote at the EGM and the number of voting rights a shareholder may cast is determined by reference to the number of shares held by that shareholder on Tuesday 11 July 2023 at 12:00 midnight (CET). By this time the shareholder must be recorded as holding those shares in an account with LuxCSD being the Company's appointed settlement organisation for dematerialised shares. Transfers of shares effective after this time will be disregarded in determining the rights of any person to attend or vote at the EGM.
2. Declaration of Participation
   Shareholders must submit their Declaration of Participation for the EGM to the Company by Tuesday 11 July 2023 at 12:00 midnight (CET). Holders of Depositary Interests in CREST do not need to complete a Declaration of Participation.
   The completed Declaration of Participation should be returned to the Company either: by email to: Hayet.Elmecheri@bmstores.eu
   or
   by post to:
   Banque Internationale à Luxembourg S.A. Agency Services Team
   69, Route d'Esch L-2953 Luxembourg Grand-Duchy of Luxembourg
3. Communications
   Other documents and information relating to the EGM are available on the B&M European Value Retail S.A.'s website: http://www.bandmretail.com/investors/egm.aspx
   from a period commencing on the date of publication of the convening notice of the EGM and ending no earlier than after closing of the EGM. These documents and information include:
4. • the convening notice
   • the Form of Declaration of Participation
   • the Form of Proxy
   • the Articles showing the proposed amendments to them
5. Quorum and voting
   The quorum for the EGM is shareholder(s) represented in person or by proxy at the Meeting who (together) hold at least one half of the issued share capital of the Company.
   If this quorum condition is not satisfied, a second meeting may be convened to deliberate upon the same agenda, following notices being given of that second meeting under the Articles of Association of the Company. At any second meeting the quorum requirement of the original meeting does not apply, and the quorum is at least one shareholder present in person or represented by proxy.
   In accordance with article 24.6.3 of the Articles of Association of the Company, all decisions taken at the EGM will be passed by at least two thirds of the votes cast at the meeting on the resolution.
   Each holder of ordinary shares has one vote in respect of each ordinary share held.
6. Total voting rights
   As at 18 June 2023 (being the last practicable date prior to the publication of this notice) the Company's issued share capital consists of 1,001,853,735 (one billion one million eight hundred and fifty-three thousand seven hundred and thirty-five) ordinary shares, carrying one vote each.
   The Company holds no treasury shares, but voting rights attached to 13,842 in aggregate are suspended and the total number of voting rights in the Company as at 18 June 2023 is therefore 1,001,839,893 ordinary shares.