18 December 2024
B&M European Value Retail S.A
3, rue Gabriel Lippmann, L-5365 Munsbach
(the "Company")
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 today given notice to convene an Ordinary General Meeting of the Company ("OGM" or "Meeting").
The Ordinary General Meeting will be held on 20 January 2025 at 5, rue Goethe, L-1637 Luxembourg commencing at 9am (CET).
The purpose of the Meeting is to deliberate on the appointment of Euan Sutherland as a Director of the Company.
The notice of the Ordinary General Meeting is available on the Company's website at https://www.bandmretail.com/investors/company-meetings/ogm and a summary of that notice is set out in the Appendix to this announcement.
Enquiries
B&M European Value Retail S.A.
For further information please contact +44 (0) 151 728 5400 Alejandro Russo, Chief Executive Officer investor.relations@bandmretail.com
APPENDIX
B&M European Value Retail S.A.
Société Anonyme
Registered office: 3, rue Gabriel Lippmann, L-5365 Munsbach Grand-Duchy of Luxembourg
R.C.S. Luxembourg: B 187275
Summary of the notice of the Ordinary General Meeting of B&M European Value Retail S.A. to be held at 9 am (CET) on Monday 20 January 2025 at 5, rue Goethe, L-1637 Luxembourg.
AGENDA
1. To appoint Euan Sutherland as a Director of the Company with immediate effect and until the annual general meeting resolving on the annual accounts and financial statements for the financial year ended 31 March 2025.
EXPLANATION OF BUSINESS TO BE CONSIDERED AT THE ORDINARY GENERAL MEETING
Appointment of a Non-Executive Director
The Board of Directors of the Company (the "Board") presently comprises seven members including the non-executive Chair, two executive directors and four independent non-executive directors.
As announced on 17 December 2024, and following a search undertaken by Russell Reynolds on behalf of the Nomination Committee of the Company and a series of interviews, the Nomination Committee has recommended that Euan Sutherland be appointed as an additional Independent Non- Executive Director to the Board of B&M European Value Retail S.A..
The Board approved that recommendation and unanimously resolved to propose to the shareholders of the Company the appointment of Euan Sutherland as an additional Independent Non-Executive Director with immediate effect.
In accordance with Luxembourg law, his appointment is required to be approved by a resolution of the shareholders. Accordingly, the Ordinary General Meeting of the shareholders of the Company to be held on 20 January 2025 is to deliberate and vote on the proposed appointment of Euan Sutherland.
Subject to shareholders' approval, Euan Sutherland will join the Board and the Remuneration Committee and Nomination Committee of the Company as an Independent Non-Executive Director.
Euan has over 30 years consumer goods and retail experience having held senior roles at Dixons Retail plc, Matalan plc and Kingfisher plc and board positions at the Co-operative Group, Superdry plc, Britvic plc, and Saga plc. Euan is the current Chief Executive Officer of A.G. Barr p.l.c.
NOTES
Quorum and voting
The quorum for the meeting is at least one shareholder present in person or represented by proxy. Each holder of ordinary shares has one vote in respect of each ordinary share held, save when voting rights are suspended. The resolution will be passed if approved by a simple majority of the votes cast, regardless of the proportion of the issued share capital represented by shareholders at the meeting.
Total voting rights
As at 18 December 2024, the Company's issued share capital consists of 1,003,821,871 (one billion three million eight hundred and twenty-one thousand eight hundred and seventy-one) ordinary shares, carrying one vote each. The Company holds no treasury shares, but the voting rights attached to 9,459 (nine thousand four hundred and fifty-nine) shares are suspended and therefore the total voting rights in the Company as at 18 December 2024 is 1,003,812,412 (one billion three million eight hundred and twelve thousand four hundred and twelve).
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