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TRIBAL GROUP PLC

Proxy Solicitation & Information Statement Apr 12, 2011

7987_agm-r_2011-04-12_afd7c4b6-0014-4a17-adf7-f2a0689f5ce2.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD

Tribal Group plc - ANNUAL GENERAL MEETING

You may submit your proxy electronically using the Share Portal service at www.capitashareportal.com. If not already registered for the Share Portal, you will need your Investor Code below.

Notice of Availability - Notice of AGM and Annual Report 2010 _____________________________________

Important - please read carefully

You can now access the Annual Report and Accounts for the year ended 31 December 2010 and Notice of Meeting by visiting this website:

www.tribalgroup.com/investors Please notice the deadline for receiving proxies is by no later than 10.00am on 18 May 2011, which is 48 hours before the start of the meeting.

Notes on form of proxy:

    1. Any member of the Company entitled to attend, speak and vote at a general meeting of the Company may appoint a proxy to attend, speak and vote in his place. A proxy need not be a member of the Company.
    1. To appoint as a proxy a person other than the Chairman of the meeting insert the full name in the space provided. You can appoint more than one proxy provided each proxy is appointed to exercise the rights attached to different shares held by you (so a member must hold more than one share to be able to appoint more than one proxy). The following options are available:
  • (a) To appoint the Chairman as your sole proxy in respect of all your shares, simply fill in any voting instructions in the appropriate box and sign and date the form of proxy.
  • (b) To appoint a person other than the Chairman as your sole proxy in respect of all your shares, delete the words 'the Chairman of the meeting or' and insert the name of your proxy in the space provided. Then fill in any voting instructions in the appropriate box and sign and date the form of proxy.
  • (c) To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. If you wish to appoint the Chairman as one of your multiple proxies, simply write 'Chairman of the Meeting'. All forms must be signed and should be returned together in the same
Tribal Group plc, 87-91 Newman Street, London W1T 3EY at 10.00am on Friday 20 May 2011. instructions in the appropriate box and sign and date the
form of proxy.
If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this
card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.
(c) To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and the
number of shares in relation to which they are authorised
to act as your proxy (which, in aggregate, should not exceed
Signature of
person attending
Barcode:
Investor Code:
envelope. the number of shares held by you). Please also indicate if the
proxy instruction is one of multiple instructions being given.
If you wish to appoint the Chairman as one of your multiple
proxies, simply write 'Chairman of the Meeting'. All forms
must be signed and should be returned together in the same
continued overleaf
FORM OF PROXY Tribal Group plc - ANNUAL GENERAL MEETING
Bar Code:
Investor Code:
Name of proxy I/We being a member of the company hereby appoint the Chairman of the meeting or (see note 1)
Number of shares proxy appointed over
Event Code:
as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 10.00am on Friday 20 May 2011 and at any adjournment
thereof. I have indicated with a 'X' how I/we wish my/our votes to be cast on the following resolutions:
If you wish to appoint multiple proxies please see note 1 over. Please also tick here if you are appointing more than one proxy.
Please mark 'X' to indicate
how you wish to vote
Vote Withheld
Against
For
RESOLUTIONS Please mark 'X' to indicate
how you wish to vote
Vote Withheld
Against
For
To receive and adopt the report of the directors
and the audited financial statements.
6
To elect Keith Evans as director.
To approve the directors' remuneration report. 7
To authorise the directors to allot shares.
To declare a final dividend of 0.65p per share for 8
pre-emption rights. (Special Resolution)
To empower the directors to disapply statutory
1
2
3
4
the year ended 31 December 2010.
To re-appoint Deloitte LLP as Auditors of the
9
To authorise the Company to make market
purchases of its own shares. (Special Resolution)
RESOLUTIONS
determine their remuneration.
Company and to authorise the directors to (Special Resolution) 10 To amend the notice period of general meetings.

Notes on form of proxy (continued)

    1. If the proxy is being appointed for less than your full entitlement please indicate the number of shares in relation to which that person is authorised to act as your proxy. If this section is left blank your proxy will be deemed to be authorised in respect of your full entitlement.
    1. Please indicate by placing an "X" in the appropriate box how you wish your votes to be cast. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
    1. If this form is returned without any indication as to how the proxy should vote, the proxy will be free to vote on any particular matter as he or she thinks fit, or to abstain from voting. On any motion to amend any resolution, to propose a new resolution, to adjourn the meeting, or any other motion put to the meeting the proxy will act at his/her discretion.
    1. This form should be returned to the Registrars of the Company, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, BR3 4TU or it may be submitted electronically using The Share Portal service at http://www.capitashareportal.com. In order to be effective it must be deposited at this address duly completed and signed (together with any authority under which it is signed or a notorially certified copy of the authority) not less than 48 hours before the time appointed for the meeting or any adjournment of it.
    1. If you prefer, you may return the proxy form to the Registrars in an envelope addressed to FREEPOST RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham Kent BR3 9ZA.
    1. An individual member or his attorney must sign this form. If the appointor is a corporation, this form must be sealed by it or signed by a person duly authorised to do so. Evidence of the authorisation should be produced when this form is deposited. If the appointor is a firm please sign in the firm's trading name and add "by [name], partner in the firm."
    1. Any one of two or more joint holders may sign, or vote in person or by proxy, but if more than one holder is present at the meeting or represented by proxy, the holder whose name stands first in the Register shall be entitled to vote.
    1. Shares held in uncertified form (ie: in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.
    1. Completion of the form of proxy will not prevent the holder from attending and voting at the meeting in person should he or she so wish. In such cases any votes cast by the member will be accepted to the exclusion of those cast by the proxy holder.
    1. Any alteration to the form of proxy must be initialled.
    1. A member wishing to change his or her proxy instructions should submit a new proxy appointment using the methods set out, and by the time limit specified, in note 6. Any changes to proxy instructions received after that time will be disregarded. A member who requires another form should contact our Registrars on 0871 664 0300 (calls cost 10p per minute plus network charges). Subject to note 3, if a member submits more than one valid proxy appointment the appointment received last before the time limit in note 6 will take precedence. Lines are open Monday to Friday 8.30am to 5.30pm.
    1. A member wishing to revoke his or her proxy appointment should do so by sending a notice to that effect to our Registrars to the address set out in note 6 (whether or not electronically). The revocation notice must be received by our Registrars by the time limit set out in note 6. Any revocation notice received after this time will not have effect.

Business Reply Licence Number RSBH-UXKS-LRBC

PXS 34 Beckenham Road Beckenham BR3 4TU

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