AIB Group Plc — Proxy Solicitation & Information Statement 2016

Jun 8, 2016

Mapping and profiled

Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU

Form of Proxy - UK Mail Group plc

Annual General Meeting

	Resolution	For	Against	Vote withheld
I/We (BLOCK CAPITALS PLEASE) of	1. To receive the directors' report and accounts for the year ended 31 March 2016
(ADDRESS)	2. To declare a final dividend of 10.9p per ordinary share for the year ended 31 March 2016, payable to shareholders on 26 August 2016 who are on the register on 29 July 2016
being a member/members of UK Mail Group plc hereby appoint the chairman of the meeting (see notes 1, 2 & 3).	3. To approve the annual report on remuneration
	4. To re-elect Peter Kane as a director
	5. To elect Chris Mangham as a director
as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Thursday 14 July 2016 at 12:00 noon and at any adjournment thereof, on the following resolutions, as indicated by an 'X' in the appropriate box and, on any other business, as he thinks fit. Please tick here if this proxy appointment is one of multiple appointments being made.	6. To elect Peter Fuller as a director
	7. To re-elect Michael Findlay as a director
	8. To re-appoint the auditors, PricewaterhouseCoopers LLP
	9. To authorise the directors to determine the auditors' remuneration
	10. To authorise the directors to allot shares
* For the appointment of more than one proxy, please refer to note 4.	11. To disapply Section 561(1) of the Companies Act 2006
	12. To authorise the purchase of own shares
In the absence of instructions, the proxy is authorised to vote (or abstain from voting) at his or her discretion on the specified resolutions. The proxy is also authorised to vote	13. To allow a general meeting to be called on 14 days' notice
(or abstain from voting) on any other business transacted at the Meeting.

Notes

• 1. You are entitled to appoint one or more proxies of your own choice to exercise all or any of your rights to attend and to speak and vote (on a poll) at the meeting. A proxy need not be a shareholder of the Company. If you appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. You can only appoint a proxy in accordance with the procedures set out in these notes and in the notes to the notice of meeting.
• 1. If it is desired to appoint another person or persons as proxy or proxies the words "the chairman of the meeting" should be deleted and the name or names of the proxy or proxies (who need not be members of the Company) inserted into the appropriate space. If such words are deleted and a proxy or proxies is/are named on this form the chairman shall not be entitled to vote as proxy. Any alteration must be initialled. Deposit of a completed form of proxy will

not preclude a member from attending the Annual General Meeting and voting in person.

• 1. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank or if a number of shares greater than your actual holding is inserted in such box your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. To appoint more than one proxy (an) additional proxy form(s) may be obtained by contacting Equiniti or you may photocopy this form. Please indicate in the box 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. Failure to specify the number of shares each proxy appointment relates to or specifying a number in excess of the number of shares held by you may result in the proxy appointment being invalid.

• 1. A corporation must execute this form either under its common seal or under the hand of two directors or one director and the secretary or under the hand of an officer or attorney duly authorised in writing.
• 1. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated and the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
• 1. The form of proxy (together with any power of attorney or other authority under which it is signed, or a certified copy of that power or authority, in accordance with the Powers of Attorney Act 1971) must be received by Equiniti not later than by noon on 12 July 2016 (or, if the Meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time for holding the adjourned Meeting).

Signature Dated

• 1. Only those shareholders on the register of members as at 6:30pm on 12 July 2016 (or, if the Meeting is adjourned, as at 6:30pm on the day which is two working days before the day of the adjourned Meeting) are entitled to attend and vote.
• 1. The "vote withheld" option is provided to enable you to instruct your proxy not to vote on any particular resolution. However, it should be noted that a "vote withheld" in this way is not a vote in law and will not be

counted in the calculation of the proportion of votes "for" and "against" a resolution.

• 1. CREST members who wish to utilise the CREST electronic proxy appointment service may do so by following the procedures described in the CREST manual. Please refer to the notes accompanying the Notice of Meeting for further details. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti no later than noon on 12 July 2016 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting.
• 1. You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.