B&M European Value Retail S A : 2023 AGM Voting results

26 July 2023

B&M European Value Retail S.A.

AGM Voting Results

All resolutions proposed at the Annual General Meeting of the Company held on 25 July 2023 were passed and the results of the votes were as follows.

				VOTES	%	VOTES	%	VOTES	% of TVR	% of ISC	VOTES
				FOR	AGAINST	TOTAL	WITHHELD
1	To receive the Directors
	Report	on the	Annual
	Accounts of the Company	826,052,536	99.99	730	0.0001	826,053,266	82.45	82.45	18,126,330
	for the year ended March
	2023.
2	To	receive	the
	unconsolidated	and
	consolidated	Annual
	Accounts	and	Financial	823,705,185	99.99	730	0.0001	823,705,915	82.22	82.22	20,473,681
	Statements for the financial
	year ended March 2023 and
	the Auditor's	Reports
	thereon.

3	To	approve	the	Annual
	Accounts	and	Financial
	Statements of the Company	823,704,065	99.99	730	0.0001	823,704,795	82.22	82.22	20,474,801
	for the year ended 31 March
	2023.
4	To approve the
	consolidated Annual
	Accounts and Financial	823,704,065	99.99	730	0.0001	823,704,795	82.22	82.22	20,474,801
	Statements of the
	Company for the year
	ended 25 March 2023.
5	To approve the result of the
	Company	for	the	year	826,763,905	99.99	773	0.0001	826,764,678	82.52	82.52	17,414,918
	ended 31 March 2023 and
	allocation.
6	To	approve	the	total
	dividend of the Company for	826,765,822	100	0	0	826,765,822	82.52	82.52	17,143,774
	the year ended 31 March
	2023.
7	To approve the annual
	report on the Directors'		808,808,276	97.30	22,181,186	2.70	822,989,462	82.15	82.15	21,190,134
	Remuneration.
8	To discharge each of the	817,345,612	98.96	8,560,850	1.04	825,906,462	82.44	82.44	18,273,134
	Directors	for the	financial
	year ended 31 March 2023.
9	To re-elect Peter Bamford	716,124,255	88.36	94,302,035	11.64	810,444,290	80.89	80.89	33,194,455
	as a Director.

10	To re-elect Alejandro Russo	824,721,627	99.69	2,539,620	0.31	827,261,247	82.57	82.57	16,918,349
	as a Director.
11	To re-elect Michael Schmidt	822,407,093	99.41	4,854,154	0.59	827,261,247	82.57	82.57	16,918,349
	as a Director.
12	To re-elect Ron McMillan as	784,145,494	94.79	43,115,753	5.21	827,261,247	82.57	82.57	16,918,349
	a Director.
13	To re-elect Tiffany Hall as a	794,066,792	95.99	33,194,455	4.01	827,261,247	82.57	82.57	16,918,349
	Director.
14	To	re-elect	Paula	807,183,772	97.67	19,215,854	2.33	826,399,626	82.49	82.49	17,779,970
	MacKenzie as a Director.
15	To	re-elect as Oliver Tant	823,995,930	99.61	3,265,317	0.39	827,261,247	82.57	82.57	16,918,349
	as a Director.
16	To	discharge	the
	Independent Auditor for the	820,760,586	99.38	5,145,576	0.62	825,906,162	82.44	82.44	18,273,434
	year ended 31 March 2023.
17	To re-appoint KPMG Audit
	S.à r.l. as Independent	824,930,181	99.72	2,348,583	0.28	827,278,764	82.57	82.57	16,900,832
	Auditor of the Company.
18	To	authorise the	Directors
	to	determine	the	827,577,575	99.99	1,189	0.0001	827,278,764	82.57	82.57	16,900,832
	Independent	Auditor's
	remuneration.
19	To authorise the Company	823,016,690	99.54	3,820,601	0.46	826,837,291	82.53	82.53	17,342,305
	to make market purchases
	of its ordinary shares of up

to 10% of its ordinary issued

shares. (1)

20

To confirm the Board of

Directors have full power to

issue ordinary shares on a

non-pre-emptive basis for

cash representing 5% of the

issued share capital of the

Company

generally,

as

provided by the Articles of

826,923,101

99.97

263,805

0.03

827,186,906

82.57

16,992,690

Association

and

to

82.57

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

82.57

16,992,690

further

5%

of

the

issued

824,576,250

99.68

2,610,656

0.32

827,186,906

82.57

share

capital

of

the

Company for the purposes

of

financing

an

acquisition

or a capital investment (or

refinancing

such

a

transaction)

as

defined

in

the Statement of Principles

on

Dis-Applying

Pre-

Emption Rights, as provided by the Articles of Association.

1. Whilst the Company seeks authority on an annual basis to perform share buybacks (as is customary for UK PLCs), the Board notes that it has no current intention of utilising this authority, reflecting the complexities of executing an on market buyback for a company incorporated in Luxembourg such as B&M. The Board continuously reviews the Group's capital structure and has regularly returned funds to all its shareholders by way of both ordinary and special dividends.

The results of the votes 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.

On the record date on 11 July 2023, the total number of voting rights was 1,001,839,893 (TVR) and the total number of shares in issue was 1,001,853,735 (ISC).

With effect from the AGM date, Tiffany Hall becomes Senior Independent Director, Oliver Tant becomes Chair of the Audit & Risk Committee and joins the Remuneration Committee. Subject to shareholders' approval of the appointment of Hounaïda Lasry, and as from her appointment date, Hounaïda will join the Remuneration and the Nomination Committees of the Company.

Enquiries

B&M European Value Retail S.A.

For further information please contact [phone]

Alejandro Russo, Chief Executive Officer

Michael Schmidt, Chief Financial Officer

[e-mail]