Notice of Ordinary General Meeting

B&M European Value Retail S.A.

24 April 2024

 

 

24 April 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 released today notice of an Ordinary General Meeting of the Company ("OGM" or "Meeting").

The Ordinary General Meeting will be held on Wednesday 29 May 2024 at the SOFITEL Grand-Ducal, 35, rue du Laboratoire, L-1911 Luxembourg, commencing at 8:00 am (CET).

The purpose of the Meeting is to deliberate on the appointment of Nadia Shouraboura 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 Appendix to this announcement.

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]

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 08:00 am (CET) on Wednesday 29 May 2024 at the SOFITEL Grand-Ducal, 35, rue du Laboratoire, L-1911 Luxembourg.

AGENDA

1.   To appoint Nadia Shouraboura 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 2024.

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 eight members including the non-executive Chairman, two executive directors and five independent non-executive directors.

As announced on 22 March 2024, 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 Nadia Shouraboura be appointed as a further 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 Nadia Shouraboura with immediate effect.

In accordance with Luxembourg law, her 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 29 May 2024 is to deliberate and vote on the proposed appointment of Nadia Shouraboura.

Subject to shareholders' approval, Nadia Shouraboura will join the Remuneration Committee and the Audit & Risk Committee of the Company.

Nadia has a very broad range of experience which includes public company roles and leading entrepreneurial ventures in retail and other sectors. She is currently serving as non-executive director at Ferguson plc, Formlabs Inc., MTS Group / Mobile Telesystems PJSC, Tosca Limited and Ocado Group plc.

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 23 April 2024 (being the last business day prior to the publication of the notice of OGM) the Company's issued share capital consists of 1,002,790,896 (one billion two million seven hundred and ninety thousand eight hundred and ninety-six) ordinary shares, carrying one vote each. The Company holds no treasury shares, but the voting rights attached to 11,459 (eleven thousand four hundred and fifty-nine) shares are suspended and therefore the total voting rights in the Company as at 23 April 2024 is 1,002,779,437 (one billion two million seven hundred and seventy-nine thousand four hundred and thirty-seven).

 

END