Discoverie Group PLC — Proxy Solicitation & Information Statement 2012

Jun 21, 2012

Annual General Meeting Form of Proxy

Please read the notes opposite before completing this form.

I/we __________________________________________________ (full name(s) in which the shares are registered)

(Please use block letters)

Address _____________________________________________________________________________________

being (a) member(s) of Acal plc (the "Company"), hereby appoint *the Chairman of the Meeting or _____________

__________________________ (proxy name) as my/our proxy to vote and act for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Thursday 19 July 2012, and at any adjournment thereof. I/we instruct my/our proxy to vote on the resolutions to be proposed as follows: *Delete as applicable

Resolution	For	Against	Withheld
1 To receive and adopt the Financial Statements, together with the Reports of the Directors and Auditors thereon.
2 To approve the final dividend.
3 To approve the Directors'Remuneration Report.
4 To re-elect Mr N J Jefferies as a Director.
5 To re-elect Mr G J Williams as a Director.
6 To re-elect Mr E A Barton as a Director.
7 To re-appoint Ernst & Young LLP as auditors of the Company to hold office until the conclusion of the next Annual General Meeting.
8 To authorise the Directors to determine the remuneration of the Auditors.
9 To authorise the Directors under Section 551 of the Companies Act 2006 to allot shares in the Company.
10 In addition to the authority renewed in Resolution 9, to authorise the Directors under Section 551 of the Companies Act 2006 to allot shares in the Company in connection with a pre-emptive offer to existing shareholders via a rights issue.
11 To authorise the Company to issue and allot new shares to the Trustee of the Acal plc Employee Benefit Trust.
12 To authorise the Directors under Section 570 of the Companies Act 2006 to allot shares in the Company for cash otherwise than pro rata to all shareholders.
13 To authorise the Directors under Section 570 of the Companies Act 2006 to allot shares in the Company for cash otherwise than pro rata to all shareholders pursuant to the authority conferred by Resolution 10.
14 To authorise the purchase of the Company's own shares.
15 To approve the calling of general meetings (other than an Annual General Meeting) on 14 clear days'notice.

Please indicate, by inserting an'x' in the box, how you wish your vote to be cast in respect of each resolution and then sign in the space provided below. In the absence of specific directions your proxy will vote (or abstain from voting) as he/she thinks fit.

■ Please tick here if this proxy appointment is one of multiple appointments being made for the appointment of more than one proxy (see Note 2 opposite).

Signature(s) ___________________________________________________________________

Dated this __________________________ day of ________________________________ 2012

Notes:

1 Only holders of Ordinary Shares entered on the register of members of the Company at 6.00pm on 17 July 2012 or, if the Meeting is adjourned, at 6.00pm on the day which is 2 days before the date of any such adjournment of it shall (unless otherwise entitled to do so) be entitled to attend and vote at the Meeting or at any such adjournment. This is in accordance with Regulation 41 of the Uncertificated Securities Regulations 2001.

2 A member entitled to attend and vote at the Meeting may appoint a proxy to attend and to vote in his/her stead. A proxy need not be a member of the Company. A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different shares held by the member. To appoint more than one proxy you should contact Equiniti's shareholder helpline on the telephone number shown underneath Note 12 below. The completion and return of this Form of Proxy will not preclude you from attending and voting at the Meeting in person if you wish to do so.

3 This Form of Proxy should be signed by a member, or his/her attorney duly authorised in writing, and, if a corporation, this Form of Proxy must be executed under its common seal or the hand of a duly authorised officer or attorney.

4 In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names of such holders stand in the register of members of the Company in respect of the joint holding.

5 To be valid for the Meeting, a Form of Proxy should be completed, signed and lodged (together with any power of attorney or any other written authority under which it is executed or an office or notarially certified copy, or a copy certified in accordance with the Powers of Attorney Act 1971 of such power or written authority) with the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing BN99 6ZL, no later than 48 hours before the time for which the Meeting is convened.

6 The Chairman of the Meeting shall act as a proxy unless another proxy is desired, in which case, delete 'the Chairman of the Meeting' and insert the full name of your desired proxy in the space provided. A proxy will act in his/her discretion in relation to any business, other than that described above, at the Meeting (including any resolution to amend a resolution or to adjourn the Meeting).

7 Any amendments made to this Form of Proxy after the date of signing must be initialled by the person who signs it.

8 If you submit your proxy electronically through CREST, to be valid the appropriate CREST message (regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy) must be transmitted so as to be received by Equiniti Limited (under CREST participant ID RA19), by no later than 48 hours before the time fixed for the Meeting (or any adjournment thereof). The time of receipt will be taken to be the time from which Equiniti Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

9 CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

10 CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages and the normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions.

11 The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

12 Any member attending the Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

If you have any queries about the completion of this Form of Proxy you should contact the shareholder helpline on 0871 384 2001 from within the UK (or +44 121 415 7047 from outside the UK). Calls to this number cost 8p per minute from a BT landline (other providers' costs may vary). Lines are open between 8.30am to 5.30pm, Monday to Friday.

Licence No. SEA 10846

Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6ZL