TCLARKE PLC

Proxy Solicitation & Information Statement • Apr 2, 2015

PXS1 34 Beckenham Road BECKENHAM BR3 4ZF

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Business Reply Plus Licence Number RLUB-TBUX-EGUC

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TClarke plc Annual General Meeting to be held on 8th May 2015 TClarke Attendance card

rotes 'For' and 'Against' a resolution. vote in law and will not be counted in the calculation of the proportion of the

. . . . . . . . . . . . . . . . . . .

• rights of any person to attend and vote at the meeting. Register of Members after that time shall be disregarded in determining the adjourned, two days prior to the adjourned meeting. Changes to entries on the of the Company at 6pm on Wednesday 6th May 2015 or if the meeting is may be cast thereat will be determined by reference to the Register of Members entitlement to attend and vote at the meeting and the number of votes which 4. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001,
• .210S vsM dta vebesonbeW no m601 Beckenham, Kent, BR3 4ZF and received by Capita Asset Services no later than signed, sent or delivered to Capita Asset Services at PXS1, 34 Beckenham Road, 5. To appoint a proxy using the proxy form, the form must be completed and
• out in the Regulation 35(5)(a) or the Uncertificated Securities Regulations zoul. teat as lilevni as the blieving appearance set p / GREST in the circumstances set from which the issuer's agent is also able to retrieve the message. The Company be the time (as determined by the timestamp generated by the CREST system) Wednesday 6th May 2015. For this purpose, the time of receipt will be taken to be received by the issuer's agent (ID number- RA10) not later than 10am on previously appointed or otherwise) via the CREST system, CREST messages must 6. To appoint one or more proxies or to give an instruction to a proxy (whether
• Registrar's helpline, as per Note 2, to request a change of address form. the Register of Members. If this information is incorrect please ring the 7. The address shown on the reverse of this card is how your address appears on
• attending the meeting and voting in person. mont redune and return of this form will not preclude a member from
• appointment see the notes to the notice of the Annual General Meeting. 9. For details how to change your proxy instructions or revoke your proxy

Explanatory Notes to Form of Proxy:

• a shareholder, the full voting entitlement for that designated account). (or if this proxy form has been issued in respect of a designated account for proxy will be deemed to be authorised in respect of your full voting entitlement in relation to which they are authorised to act as your proxy. If left blank your the box next to the proxy holder's name (see reverse) the number of shares appointed in relation to less than your full voting entitlement, please enter in chosen proxy holder in the space provided (see reverse). If the proxy is being to appoint a person other than the Chairman, please insert the name of your rights, to attend, speak and vote on their behalf at the meeting. If you wish who need not be a shareholder as their proxy to exercise all or any of their I. Every shareholder has the right to appoint some other person(s) of their choice,
• you may photocopy this form. Lines are open 9:00am 5:30pm Mon to Fri. Kingdom or +44 (0)203 728 5000 if calling from outside the United Kingdom, or contacting the Registrars helpline on 0871 664 0300, if calling within the United 2. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by

(TAV pribulori) from a BT landline. Other service providers' costs may vary. Calls to the helpline from within the United Kingdom cost 10 pence per minute

assod and buinist bns. pplicable international rates. Calls may be recorded and monitored for security Calls to the helpline from outside the United Kingdom will be charged at

returned together in the same envelope. of multiple instructions being given. All form(s) must be signed and should be Please also indicate by crossing the box provided if the proxy instruction is one number of shares in relation to which they are authorised to act as your proxy. Please indicate in the box next to the proxy holder's name (see reverse) the

particular resolution. However, it should be noted that a 'Vote Withheld' is not a 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any

	Attendance card	TClarke plc Annual General Meeting to be held on 8th May 2015
		Please bring this card with you to the meeting and present it at shareholder registration.
		The Chairman of TClarke plc invites you to attend the Annual General Meeting of TClarke plc ('the Company') to be held at 200 Aldersgate, St Paul's, London EC1A 4HD on Friday 8th May 2015 at 10am.
		Kindly note: This form is issued only to the addressee(s) and is specific to the unique designated account printed here. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. TClarke plc and Capita Asset Services accept no liability for any instruction that does not comply with these conditions.
		To be effective, all votes must be lodged at the office of Capita Asset Services, addressed to: PXS1, 34 Beckenham Road, Kent BR3 4ZF by 10am on 6th May 2015.
		Notice of availability: Notice of Annual General Meeting and Annual Report and Financial Statements 2014 documents
		Important - please read carefully
		You can now access the 2014 Annual Report and Financial Statements and Notice of Meeting by visiting the website:
		http://www.tclarke.co.uk/investor-relations
Signature of person attending	Barcode: Investor code:	If you wish to receive a paper copy of the Annual Report and Financial Statements 2014 please contact: Capita Asset Services, 34 Beckenham Road, Kent BR3 4ZF
		Please note the deadline for receiving proxies is 10am on 6th May 2015, 48 hours before the meeting.

Form of Proxy TClarke plc Annual General Meeting to be held on 8th May 2015

	Barcode:
I/We hereby appoint the Chairman of the meeting or the following person:	Investor code:
*	Event code:

For Against Vote withheld

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement (insert number of shares at*) on my/our behalf at the Annual General Meeting of TClarke plc and at any adjourned meeting. I have indicated with an 'X' how I/we wish my/our vote to be cast on the following resolutions. Unless otherwise instructed the proxy may vote as he/she sees fit or abstain in relation to any business of the meeting. Please mark 'X' on the left if this Proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to Explanatory Note 2.

Ordinary	resolutions
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Please mark 'X' to indicate how you wish to vote

1. To approve the audited Financial Statements with the
directors' and auditors' reports

• 1. To approve the Remuneration Report
• 1. To approve the final dividend
• 1. To re-elect Mrs. B.A. Stewart as a non-executive director
• 1. To re-elect Mr. I. McCusker as a non-executive director
• 1. To re-elect Mr M. Crowder as a director
• 1. To elect Mr A. Giddings as a non-executive director
• 1. To elect Mr D. Robson as a director
• 1. To re-appoint PricewaterhouseCoopers LLP as auditors

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity.

• 1. To authorise the directors to fix the auditors' remuneration
• 1. To authorise the directors to allot securities in accordance with Section 551 of the Companies Act 2006

Special resolutions

Please mark 'X' to indicate how you wish to vote

• 1. To authorise the directors to allot shares and securities pursuant to Section 570 of the Companies Act 2006
• 1. To authorise TClarke plc to make market purchases of its own ordinary shares

For Against Vote withheld

Intention to attend Please mark 'X' if you wish to attend the AGM