Frasers Group Regulatory News (FRAS)

24 November 2017

SPORTS DIRECT INTERNATIONAL PLC

("Sports Direct" or the "Company")

Notice of General Meeting

Sports Direct announces that the following documents are today being posted or made available electronically to shareholders and have been published on the Company's corporate website at http://www.sportsdirectplc.com/investor-relations/agm-information/december-2017-general-meeting.aspx:

• Notice of General Meeting of the Company; and

• General Meeting Form of Proxy.

The General Meeting will be held on Wednesday, 13 December 2017, at 11.00am in the Auditorium at Unit D, Brook Park East, Shirebrook NG20 8RY.

Copies of these documents have been uploaded to the National Storage Mechanism and will be available for viewing shortly at: www.morningstar.co.uk/uk/NSM.

The General Meeting is being held to allow shareholders to consider two unrelated matters. Full details of these proposals are contained in the Notice of General Meeting and shareholders are encouraged to read that document, along with the information below.

Independent shareholders to vote on £11m payment to John Ashley

Mike Ashley is to voluntarily abstain from a vote on whether Sports Direct should reimburse millions of pounds to his brother, after a report found that John Ashley had foregone substantial remuneration from the Company.

Due to concerns previously expressed by shareholder groups, the Company's legal advisors RPC were asked by the Board earlier this year to review John Ashley's history with Sports Direct since it floated in 2007.

The purpose of this review was to investigate and report on the total amounts paid in money and in kind to John Ashley, which had been called into question given his position as brother of Mike Ashley.

The subsequent report by RPC was produced in conjunction with independent accountants Smith & Williamson LLP (who in recent years have no connection to Sports Direct, nor with the Ashley family).

The report concluded that if John Ashley had been treated equally with other senior executives who helped to build the Company, he would, in fact, have received additional remuneration payments totalling c.£11m, which he was denied because of concerns at the time about public relations.

Due to the unique circumstances of this matter, independent shareholders will now vote at the General Meeting on a resolution to pay John Ashley c.£11m for services provided during his employment with the Company. The Board, including Mike Ashley, will abstain from the vote, although they are supportive of the resolution.

Chief Executive Mike Ashley said: "I intend to voluntarily abstain from the vote on whether or not John should receive the money that he would otherwise have earned at Sports Direct if he were not my brother. I fully expect that independent shareholders will vote against this proposal due to the passage of time involved, although in my opinion, technically the money is owed and therefore should be paid.

"It's important for me to say that if John had owed one pound to Sports Direct, I would have ensured any sum was repaid in full. I hope shareholders will therefore be reassured that everything is in order and that any concerns are laid to rest.

"I always put the interests of Sports Direct ahead of my own. An example of this was the loan facility for £250m that I previously made available to the Company. No arrangement fees or commitment fees were ever charged on this facility, which was capped at an interest rate of 0.5%. This was at least 50% below the prevailing rate that Sports Direct was paying at the time, and the facility saved the Company in excess of £1m. I want you to know that I will continue to put Sports Direct first as we move forward together."

Proposed extension of guaranteed value of share awards to key executives

The other resolution to be voted upon at the General Meeting seeks authority to extend the minimum guaranteed value per ordinary share, applicable to employees participating in the Company's employee share schemes, to Karen Byers and Sean Nevitt who are the only remaining participants in the Executive Bonus Share Scheme. This would, if approved, guarantee a £3 per share minimum value if their share awards are exercised before September 2018, and £4 per share if they elect to exercise their awards after September 2018 - consistent with the terms applicable to other employees.

Ends.