CENTAUR MEDIA PLC — Proxy Solicitation & Information Statement 2016

Apr 7, 2016

FORM OF PROXY

Form of Proxy for use by members of Centaur Media Plc (the "Company") at the Annual General Meeting to be held at Wells Point, 79 Wells Street, London W1T 3QN at 12.30pm on 11 May 2016

I/We being a member/members of the Company, hereby appoint the following person(s):

Please insert number of shares in relation to which the proxy is authorised to act (see notes 1 and 2)

☐ Please tick here if this proxy appointment is one of multiple appointments made (see note 2)

or, failing whom, the Chairman of the Meeting as my/our proxy to attend and, on a poll, to vote on my/our behalf at the Annual General Meeting of the Company to be held at 12.30pm on 11 May 2016 at Wells Point, 79 Wells Street, London W1T 3QN (or at any adjournment thereof). I/We direct that my/our proxy will vote (or abstain from voting) on a poll on the resolutions set out in the Notice of Annual General Meeting as indicated below:

RESOLUTIONS

	FOR	AGAINST	WITHHELD
1	To receive the Company's annual accounts and the Directors' and Auditors' reports	☐	☐
2	To approve the Directors' remuneration policy	☐	☐
3	To approve the Directors' remuneration report	☐	☐
4	To declare a final dividend of 1.5p per ordinary share	☐	☐
5	To re-elect Christopher Satterthwaite as a Director	☐	☐
6	To re-elect Robert Boyle as a Director	☐	☐
7	To re-elect Rebecca Miskin as a Director	☐	☐
8	To re-elect Mark Kerswell as a Director	☐	☐
9	To re-elect Andria Vidler as a Director	☐	☐
10	To re-elect Ron Sandler as a Director	☐	☐
11	To re-appoint PricewaterhouseCoopers LLP as auditors to the Company and authorise the Directors to fix their remuneration	☐	☐
12	To approve the Centaur Media Long-Term Incentive Plan 2016	☐	☐
13	To authorise the Directors to allot shares or grant subscription rights under section 551 Companies Act 2006	☐	☐
14	To disapply statutory pre-emption rights under section 570 Companies Act 2006 (special resolution)	☐	☐
15	To authorise the Company to make market purchases of its own ordinary shares under section 701 Companies Act 2006 (special resolution)	☐	☐
16	To permit general meetings to be called on 14 clear days' notice (special resolution)	☐	☐

Please note that a "vote withheld" is not a vote in law and will not be counted in the calculation of the votes cast for and against the resolution.

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PLEASE COMPLETE THE DETAILS BELOW IN BLOCK CAPITALS AND SIGN AND DATE WHERE INDICATED

Signature of shareholder or common seal/signature of duly authorised officer of corporate shareholder

Print Name

Date

Please return this Form of Proxy either in the reply-paid envelope provided to Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL or electronically to proxies@shareregistrars.uk.com so as to arrive by 12.30pm on 9 May 2016.

NOTES:

1. A proxy need not be a member of the Company but must attend the Meeting to represent you. You may appoint as your proxy [a] person[s] of your own choice by inserting his/their name[s] in the space provided. If no name is inserted in the space provided the Chairman will be deemed appointed as the proxy. 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 he is 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).

2. To appoint more than one proxy, (an) additional proxy form[s] may be obtained by contacting the Registrars helpline 01252 821390 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 and should be returned together in the same envelope.

3. Please indicate with a cross in the appropriate box how you wish your votes to be cast. In the absence of any specific direction, the proxy will vote (or abstain from voting) at his or her discretion. On any other business which properly comes before the Annual General Meeting (including any motion to amend any resolution or to adjourn the Meeting) the proxy will vote or abstain at his or her discretion.

4. To be valid, this Form of Proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be received by Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL by not later than 12.30pm on 9 May 2016.

5. Completion and return of this Form of Proxy will not prevent a member from attending and voting at the Annual General Meeting.

6. In the case of a corporate shareholder, this Form of Proxy should either be executed by the company under seal or signed by two authorised signatories (as defined in the Companies Act 2006).

7. In the case of joint holders, the vote of the first-named in the register of members of the company will be accepted to the exclusion of that of other joint holders.