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).
