BLOOMSBURY PUBLISHING PLC — Proxy Solicitation & Information Statement 2017

Jun 13, 2017

ATTENDANCE CARD
BLOOMSBURY PUBLISHING Plc ("Bloomsbury")
ANNUAL GENERAL MEETING 2017
Bloomsbury Publishing Plc
50 Bedford Square
London
WC1B 3DP

Dear Shareholder,

ATTENDANCE CARD FOR 2017 ANNUAL GENERAL MEETING

To be held: 12 noon on Tuesday 18 July 2017 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 Form of Proxy below and returning it to be received no later than 12 noon on 16 July 2017.

Signature of person attending
☐
Barcode:
Investor Code:
Please see reverse for further notes

FORM OF PROXY

Bloomsbury Publishing Plc ("Bloomsbury") — Annual General Meeting 2017

Barcode:
Investor Code:

If you are not attending the Annual General Meeting at 12 noon on Tuesday 18 July 2017 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 delivering or posting this card. Postage is paid so no stamp is needed. Remember to detach and retain the Attendance Card at the top of this document.

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.

RESOLUTIONS

Please mark 'X' to indicate how you wish to vote
☐ Yes ☐ No

Ordinary Business

1. To receive the audited accounts for the year ended 28 February 2017, together with the Report of the Directors and the Report of the Auditors.
   ☐ ☐ ☐

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 2017.
   ☐ ☐ ☐

3. To approve the Directors' Remuneration Policy Report for the year ended 28 February 2017.
   ☐ ☐ ☐

4. To declare a final dividend.
   ☐ ☐ ☐

5. To re-elect John Warren as a director.
   ☐ ☐ ☐

6. To re-elect Jill Jones as a director.
   ☐ ☐ ☐

7. To re-elect Steven Hall as a director.
   ☐ ☐ ☐

8. To re-elect Nigel Newton as a director.
   ☐ ☐ ☐

9. To re-elect Richard Charkin as a director.
   ☐ ☐ ☐

RESOLUTIONS

Please mark 'X' to indicate how you wish to vote
☐ Yes ☐ No

1. To re-elect Wendy Pallot as a director.
   ☐ ☐ ☐

2. To re-elect Jonathan Glasspool as a director.
   ☐ ☐ ☐

3. To resolve that KPMG LLP be and are hereby re-appointed auditors.
   ☐ ☐ ☐

4. To authorise the Directors to determine the remuneration of the auditors.
   ☐ ☐ ☐

Special Business

1. ORDINARY RESOLUTION: To authorise the directors to allot shares pursuant to Section 551 of the Companies Act 2006.
   ☐ ☐ ☐

2. SPECIAL RESOLUTION: To disapply statutory pre-emption rights for up to 5% per cent of issued ordinary share capital.
   ☐ ☐ ☐

3. SPECIAL RESOLUTION: To disapply statutory pre-emption rights for up to a further 5% per cent of issued ordinary share capital in connection with the financing (or refinancing) of an acquisition or specified capital investment.
   ☐ ☐ ☐

4. SPECIAL RESOLUTION: To authorise the directors to buy back Company shares.
   ☐ ☐ ☐

Signature

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Date

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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. You may vote your shares at www.signalshares.com
2. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST CAPITA PXS.
3. 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).
4. 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.
5. 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.
6. '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.
7. To be effective, the Form of Proxy 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.
8. 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 close of business on the day the Form of Proxy is due 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.
9. 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.
10. 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 12p per minute plus your phone company's access charge. If outside the UK, please call +44 371 664 0300. Calls outside the UK will be charged at the applicable international rate. The Registrar is open between 9.00 am - 5.30 pm, Monday to Friday.
11. 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.
12. 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. Any power of attorney or other authority under which this proxy form is signed (or a certified copy of such power or authority) must be included with this proxy form.
13. 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 that 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.
14. 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).

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Licence Number
RLUB-TBUX-EGUC

1

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF