BLOOMSBURY PUBLISHING PLC — Proxy Solicitation & Information Statement 2014

Jun 25, 2014

ATTENDANCE CARD
BLOOMSBURY PUBLISHING Plc ("Bloomsbury")
ANNUAL GENERAL MEETING 2014
Bloomsbury Publishing Plc
50 Bedford Square
London
WC1B 3DP

Dear Shareholder,

ATTENDANCE CARD FOR 2014 ANNUAL GENERAL MEETING

To be held: 12 noon on Tuesday 22 July 2014 at 50 Bedford Square, London WC1B 3DP

If you wish to attend the AGM as a Shareholder then please sign this attendance card and present it on arrival.

This will facilitate entry to the meeting.

You may vote on resolutions without attending the AGM by completing and detaching the Proxy Form below and returning it by post to be received no later than 12 noon on 20 July 2014.

Signature of person attending

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Barcode: _______

Investor Code: _______
Please see reverse for further notes

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FORM OF PROXY

Bloomsbury Publishing Plc (“Bloomsbury”) — Annual General Meeting 2014

Barcode: _______

If you are not attending the Annual General Meeting at 12 noon on Tuesday 22 July 2014 and any adjournment (AGM) then complete this card to authorise your shares to be voted on your behalf at the AGM:

• Indicate for each resolution set out in the Notice of Meeting for the AGM how you wish your shares to be voted
• Sign at the bottom before posting this card. Postage is paid so no stamp is needed. Remember to retain the Attendance Card.

Investor Code: _______

Event Code: _______

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APPOINTING A PROXY OTHER THAN THE CHAIRMAN

By default you appoint the Chairman as your proxy to vote all your shares at the AGM in the way you indicate.

To appoint your own proxy to attend the AGM, enter their name and how many shares they may vote (leave the number blank to indicate all of your shares).

Name of Proxy (leave blank to appoint the Chairman)

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Number of Shares

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See notes overleaf if you wish to appoint more than one proxy.

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RESOLUTIONS	Please mark 'X' to indicate how you wish to vote	Agency	Vote	RESOLUTIONS	Please mark 'X' to indicate how you wish to vote	For	Against	Vote
Ordinary Business				10 To re-elect Nigel Newton as a director.		☑	☑	☑
1 To receive the audited accounts for the year ended 28 February 2014, together with the Report of the Directors and the Report of the Auditors.	☑	☑	☑	11 To resolve that KPMG LLP be and are hereby re-appointed auditors and to authorise the Directors to determine their remuneration.	☑	☑	☑	☑
2 To approve the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Directors’ Remuneration for the year ended 28 February 2014.	☑	☑	☑	Special Business
3 To approve the Directors’ Remuneration Policy Report for the year ended 28 February 2014.	☑	☑	☑	12 To authorise the directors to allot shares pursuant to Section 551 of the Companies Act 2006	☑	☑	☑	☑
4 To declare a final dividend.	☑	☑	☑	13 To disapply statutory pre-emption rights pursuant to Section 570 and Section 571 of the Companies Act 2006.	☑	☑	☑	☑
5 To elect Sir Anthony Salz as a director.	☑	☑	☑	14 To authorise the directors to by back Company shares.	☑	☑	☑	☑
6 To elect Jill Jones as a director.	☑	☑	☑	15 To approve general meetings, other than the Annual General Meeting, being called on not less than 14 days notice	☑	☑	☑	☑
7 To elect Stephen Page as a director.	☑	☑	☑	16 To adopt the rules for the Bloomsbury Publishing Plc 2014 Performance Share Plan	☑	☑	☑	☑
8 To re-elect Ian Cormack as a director.	☑	☑	☑	17 To adopt the rules for the Bloomsbury Publishing Plc 2014 Company Share Option Plan	☑	☑	☑	☑
9 To re-elect Richard Charkin as a director.	☑	☑	☑	18 To adopt the rules for the Bloomsbury Publishing Plc 2014 Sharesave Plan	☑	☑	☑	☑

Signature ____
Date ____

Signed by a member of the company. In the case of a corporation, this proxy must be given under its common seal or signed on its behalf by an officer duly authorised, stating their capacity (e.g. Director, Company Secretary).

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Notes

1. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST RSBH-UXKS-LRBC, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, BR3 4TU.

2. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his/her proxy to exercise all or any of his/her rights, to attend, speak and vote on his/her behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided on the Proxy Form. If the proxy is being appointed in relation to less than your full voting entitlement, please enter 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 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).

3. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number RA10) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

4. To appoint more than one proxy please sign and date the Proxy Form and attach a schedule listing the names and addresses (in block letters) of all your proxies, the number of shares in respect of which each proxy is appointed (which, in aggregate, should not exceed the number of shares held by you) and indicate how you wish each proxy to vote or abstain from voting.

5. 'Vote Withheld' enables you to abstain on any particular resolution. 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.

6. 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 6pm on the 20 July 2014 or two days before the adjourned meeting. 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.

7. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, you may terminate your proxy appointment.

8. To be effective, the Attendance Card must arrive during usual business hours not less than 48 hours before the time of the meeting at: Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

9. The Attendance Card shows how your address appears on the Register of Members. If not correct please ring the Registrar's helpline on 0871 664 0300 (calls cost 10p per minute plus network extras, lines are open 8.30am – 5.30pm Mon–Fri) to request a change of address form.

10. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

11. In the case of an individual, this form of proxy must be signed by the appointor or his attorney. A shareholder which is a corporation must execute this form of proxy either under seal or under the hand of an attorney or duly authorised officer.

12. A shareholder which is a corporation and which wishes to be represented at the Annual General Meeting by a person with authority to speak and vote (a corporate representative) must appoint such a person by resolution of its directors. A corporate representative has the same powers on behalf of the corporation as he/ she represents as that corporation could exercise if it were an individual member of the Company. Corporate representatives must make themselves known to the Company Secretary or Chairman prior to the start of the meeting.

13. If you submit more than one valid proxy appointment, the appointment received last before the latest time for receipt of proxies will take precedence. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first named being the most senior).

Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

1

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF