CPPGROUP PLC — Proxy Solicitation & Information Statement 2011

Mar 15, 2011

PROXY FORM

CPPGROUP PLC (the "Company") – for use at the Annual General Meeting of the Company to be held at 10.00 a.m. on 19 May 2011 at Holgate Park, York, YO26 4GA (the "Meeting").

Before completing this form, please read the explanatory notes below:

CPP

RESOLUTIONS

Please mark with an "X" to indicate how you wish to vote

		For	Against	Vote withheld	Discretionary
1	To receive and consider the Directors' Report, the Directors' Remuneration Report, the Auditor's Report and the Financial Statements for the year ended 31 December 2010
2	To approve the Directors' Remuneration Report for the year ended 31 December 2010
3	To confirm the final dividend of 5.12 pence per ordinary share in respect of the year ended 31 December 2010
4	To elect Charles Gregson as a director of the Company
5	To elect Eric Woolley as a director of the Company
6	To elect Shaun Parker as a director of the Company
7	To elect Duncan McIntyre as a director of the Company
8	To elect Hamish Ogston as a director of the Company
9	To elect Les Owen as a director of the Company
10	To elect Patrick De Smedt as a director of the Company
		For	Against	Vote withheld	Discretionary
---	---	---	---	---	---
11	To appoint Deloitte LLP as auditor of the Company
12	To authorise the directors to set the auditor's Remuneration
13	To give the directors authority to make political donations for the purposes of sections 366 and 367 of the Companies Act 2006
14	To give the directors authority to allot shares pursuant to section 551 of the Companies Act 2006
15	To authorise the directors to disapply pre-emption rights pursuant to sections 571 of the Companies Act 2006
16	To authorise the Company to make market purchases of ordinary shares pursuant to section 701 of the Companies Act 2006
17	To authorise a general meeting other than an annual general meeting to be held on not less than 14 clear days' notice

I/we would like my/our proxy to vote on the resolutions proposed at the Annual General Meeting of the Company to be held at 10.00 a.m. on 19 May 2011 and any adjournment thereof as indicated on this form. Unless otherwise instructed, the proxy may vote or abstain as he or she sees fit in relation to any business of the Meeting.

You may register your proxy by completing and returning this card. Alternatively, CREST members may register their proxy by utilising the CREST electronic appointment service, as set out in note 10.

I/We the undersigned, being a member(s) of the above Company entitled to attend and vote at the Meeting hereby appoint the chairman of the Meeting or (see note 3) ___ 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 10.00 a.m. on 19 May 2011 and any adjournment thereof and in respect of the resolutions set out in the Notice of the Meeting to vote as indicated above (see note 5).

Please tick here if the proxy is one of multiple appointments being made (see note 4). ☐

Please enter the number of shares to which this proxy relates or leave blank to authorise this proxy to act in relation to your full voting entitlement.

Signature (See note 11) _____

Date _____

Explanatory notes to the proxy form

1. As a member of the Company you are entitled to appoint one or more proxies of your own choice to exercise all or any of your rights to attend, speak and vote on your behalf at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
2. Submission of a proxy form does not preclude you from attending the Meeting or any adjournment thereof and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
3. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. To appoint as your proxy a person other than the chairman of the Meeting, delete the words "the chairman of the Meeting or" and insert their full name and address in the space provided. If you sign and return this proxy form with no name inserted in the box, the chairman of the Meeting will be authorised to act as your proxy. Where you appoint as your proxy someone other than the chairman, you are responsible for ensuring that they attend the Meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the chairman and give them the relevant instructions directly.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. Please indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. Please indicate in the box provided the number of shares in relation to which your proxy is authorised to act as such. To appoint more than one proxy you may photocopy this form. To be effective each different proxy appointment form must be lodged, along with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such authority, with the Company's Registrar at: Capita Registrars, PKS, 34 Beckenham Road, Beckenham, Kent BR3 4TU; and
5. received by Capita Registrars not less than 48 hours before the time appointed for the Meeting.
6. In the case of a corporation, this proxy form must be executed under its common seal or under the hand of a duly authorised officer of the company or an attorney for the company, or other person so authorised, stating their capacity (e.g. director, secretary).
7. In accordance with paragraph 6 above, any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

ATTENDANCE CARD

CPPGroup Plc

Annual General Meeting to be held on 19 May 2011 (the "Meeting")

The Annual General Meeting of the Company is to be held at 10.00 a.m. on 19 May 2011 at Holgate Park, York, YO26 4GA. If you wish to attend, please fill in your details and sign the form below, bring it with you and hand it in an arrival. This will facilitate your entry to the Meeting.

Name: _____
(Block Capitals)

Address: _____
(Block Capitals)

Signature: _____

Investor Code: _____

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Business Reply
Licence Number
RSBH-UXKS-LRBC

21

PXS
34 Beckenham Road
BECKENHAM
BR3 4TU

CPPGroup Plc
Holgate Park
York
YO25 4GA

Tel: 01904 544 500
Fax: 01904 544 686
www.cpp.co.uk

Public Transport
York Station
Only 5 minutes by taxi.
Leeds/Bradford Airport
Allow for a 1 hour drive.
Parking - Please call us prior to arrival to arrange parking.

9 As an alternative to completing this hard copy proxy form, you can appoint a proxy electronically by using the share portal service at www.capitasharesportal.com. For an electronic proxy appointment to be valid, your appointment must be received by Capita Registrars not less than 48 hours before the time appointed for the Meeting.
10 CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by Capita Registrars, whose CREST participant ID is RA10, by no later than 48 hours before the time appointed for the Meeting.
11 In the case of joint holders of a share any one holder may sign or electronically register the proxy form, but the vote of the senior who votes, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. Seniority is determined by the order in which the names of the joint holders stand in the Company's register of members in respect of the share (the first names being the most senior).
12 If you submit more than one valid proxy appointment, the proxy form last received before the latest time for the receipt of proxies will take precedence.
13 If a proxy is received which, with proxies received earlier, covers more than your total holding at the relevant time, the earlier proxy or proxies will be disregarded.
14 For details of how to change your proxy instructions or revoke your proxy appointment see note 11 to the Notice of the Meeting.
15 You must not use any electronic address provided in this proxy form to communicate with the Company for any purpose other than those expressly stated.