Computacenter PLC

Proxy Solicitation & Information Statement • Apr 13, 2016

Notes to the Form of Proxy

ADMISSION CARD

• 1 If you wish to appoint a proxy, other than the Chairman of the Meeting, please delete the words 'the Chairman of the Meeting' and insert the name of the desired proxy.
• 2 To appoint more than one proxy, additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0371 384 2074 (Lines open 8.30am to 5.30pm, Monday to Friday. Overseas Shareholders should call +44 121 415 7047) or you may photocopy this form. Please indicate next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate, by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3 Please indicate with an X in the space provided as to how you wish your vote to be cast. If you give no indication, the proxy will exercise his/ her discretion both as to how he/she votes and as to whether or not he/she withholds a vote.
• 4 In the case of a corporation, this form must be given under the Common Seal or signed by an officer or attorney of the corporation duly authorised to sign it. In the case of an individual, this Form of Proxy must be signed by the shareholder or his/her attorney.
• 5 A proxy need not also be a shareholder of the Company.
• 6 The completion of this Form of Proxy will not prevent a shareholder attending and voting in person.
• 7 In the case of joint holders, any one of them may sign this proxy, but the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.
• 8 This Form of Proxy, together with any power of attorney or other authority under which it is signed must be lodged with the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA not later than 9.00am on Tuesday 17 May 2016.
• 9 Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat, will be determined by reference to the Register of Members of the Company at 6.00pm on 17 May 2016. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 10 You may, if you wish, register your proxy appointment electronically via the website www.sharevote.co.uk or, if you hold shares through CREST, using the CREST electronic proxy appointment service. To use Sharevote you will need the Voting ID, Task ID and Shareholder Reference Number shown on your Form of Proxy. Shareholders who have registered with Equiniti's on-line portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk and entering their portfolio identification particulars then clicking on the link to vote. Full instructions on the procedure are given on the respective websites. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 9.00am on Tuesday 17 May 2016. For details of how to use the CREST service please refer to the Notice of Annual General Meeting. Please note that any electronic communication found to contain a computer virus cannot be processed and will not be accepted.

	m on 19 May 2016 Annual General Meeting To be held at 9.00a
Venue details overleaf
mission card where indicated and hand it in at If you plan to attend the AGM, please co the registration desk when you arrive. ad	mplete this

+ + FORM OF PROXY for the Annual General Meeting

To be held at 9.00am on 19 May 2016

Voting ID	Task ID	Shareholder Reference Number

I/We, the undersigned shareholder(s) of Computacenter plc, hereby appoint the Chairman of the Meeting (see note 1)

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 on my/our behalf at the Annual General Meeting of the Company to be held at 9.00am on 19 May 2016 and at any adjournment thereof.

I/We direct my/our proxy to vote on the following resolutions as indicated below.

* Please tick this box if this proxy appointment is one of multiple appointments being made (please see note 2).

	1. To receive the Report and Accounts.	For	Against	Vote withheld
	2. Approval of the Annual Statement by the Chairman of the Remuneration Committee and the Annual Remuneration report.
	3a. To re-elect A F Conophy.
	3b. To re-elect P W Hulme.
	3c. To re-elect G H Lock.
	3d. To re-elect M J Norris.
	3e. To re-elect P J Ogden.
	3f. To re-elect R Stachelhaus.
3g.	To re-elect T M Powell.
3h.	To elect P E Yea.
	4. Re-appointment of KPMG LLP as Auditor.
5.	Authorise the Directors to agree the Auditor's remuneration.
6.	Renewal of authority to allot shares.
7.	Disapplication of pre-emption rights.
8.	Authority to purchase own shares.
	9. That a general meeting (other than an AGM) may be called on not less than 14 clear days' notice.

The AGM is due to be held on 19 May 2016 at 9.00am.

I/We authorise my/our proxy to act at his/her discretion in relation to any other business arising at the meeting (including any resolution to adjourn the meeting).

Please tick this box if you plan to attend the 2016 Annual General Meeting.

Date	Signature(s)

Signature Date 2016

Lancing
BN99 8LU Aspect House
Spencer Road Freepost RTHJ-CLLL-KBKU
Equiniti Poblati^nardri^ngeredi

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