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REACH PLC

Proxy Solicitation & Information Statement Mar 12, 2014

4619_agm-r_2014-03-12_4da0126b-f6eb-40f4-b750-1cf7ac30f33b.pdf

Proxy Solicitation & Information Statement

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Trinity Mirror plc

General Meeting 2014 Attendance Card

For use at the General Meeting to be held at The Museum of London Docklands, No1 Warehouse, West India Quay, London, E14 4AL on Friday, 28 March 2014 at 11:30 am

Information

The Museum of London Docklands, No1 Warehouse,

West India Quay, London, E14 4AL

Important If you wish to attend the General Meeting, please bring the admission card with you.

Public Transport
Underground Canary Wharf station on the Jubilee Line (approx. 10–15 minutes walk)
DLR West India Quay (5 minutes walk)
Buses The 135, 277, D3, D7 and D8 alighting at Canary Wharf bus stop
(10 minutes walk)
Refreshments Tea and coffee will be served before the meeting.
Security Cameras, telephones, other mobile devices, tape recorders and video
cameras cannot be taken into the meeting. It is a condition of entry to the

If you wish to attend this Meeting in your capacity as a holder of ordinary shares, please sign this card and on arrival hand it to the Company's Registrar. This will facilitate

entry to the meeting.

meeting that all bags and packages will be subject to random searches. Admission Registration commences at 10.30 am.

Signature of person attending

Please tear along dotted line

Notice of Availability – Notice of General Meeting

IMPORTANT – Please read carefully.

You can now access the Notice of General Meeting on the Company's website at www.trinitymirror.com Please note the deadline for receiving proxies is 11:30 am on Wednesday, 26 March 2014

Trinity Mirror plc Form of Proxy

For use at the General Meeting to be held at The Museum of London Docklands, No1 Warehouse, West India Quay, London, E14 4AL on Friday, 28 March 2014 at 11:30 am

+ +

0625-025-S

Voting ID. Task ID. Shareholder reference number

I/WE HEREBY APPOINT the Chairman of the meeting/OR the following person in respect of all my shares;

Number of shares proxy is appointed over:

Please indicate here with an 'X' if this proxy form is one of multiple instructions being given; please refer to the notes section, item 2.

to be my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the General Meeting of Trinity Mirror plc to be held at 11.30 am on Friday, 28 March 2014 and at any adjournment thereof. I appoint my/our proxy to attend, speak* and vote* in the manner indicated below (see Note 3 overleaf):

Special Resolution

1 Subject to the confirmation of the High Court of Justice in England and Wales, that the share premium account of the Company be reduced by £514,822,946.77.

Vote
For Against Withheld

Please mark this box if signing on behalf of the shareholder as Power of Attorney, Receiver, or Third Party. In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised. This card should not be used for any comments, change of address, or other queries. Please send separate instruction.

Date Signed

BN99 8HY LANCING Spencer Road Aspect House Equiniti

FTDTTDATTDTTTADTDFDFTAFAATDTDAADAATA RTAT-JRXG-XULT

Licence Number Business Reply Plus

Attendance at General Meeting

If you attend the meeting, bring this card with you to show as evidence of your right to be admitted.

NOTES

  • 1 Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the meeting. A member so entitled may appoint (a) proxy(ies), who need not be (a) member(s), to exercise all or any of his/her rights to attend and to speak and vote on his/her behalf.
  • 2 You can appoint the Chairman of the meeting or anyone else to be your proxy at the General Meeting. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.
  • To appoint more than one proxy, you should photocopy the proxy form. Please indicate in the box below the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. Please also indicate by marking the box on the proxy form if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned to Equiniti Registrars.
  • To appoint the Chairman as your sole proxy in respect of all of your shares, fill in any voting instructions and sign and date the Proxy Form, but leave all other proxy appointment details blank.
  • To appoint a single proxy in respect of all your shares other than the Chairman, cross out only the words 'the Chairman of the meeting' and insert the name and address of your proxy (who need not be a member of the Company).

Then complete the rest of the Proxy Form, but leave all other proxy appointment details blank.

  • 3 The Proxy Form gives your proxy or proxies full rights to attend, speak and vote. If you wish to restrict the rights of your proxies, please cross out either or both of the words 'speak' or 'vote' as you feel appropriate where indicated by an asterisk.
  • 4 If the Proxy Form is signed by someone else on your behalf, their authority to sign must be returned with the Proxy Form. In the case of a joint holding, any holder may sign. If the shareholder is a corporation, the form must be executed under its common seal or signed by an officer, attorney or other person duly authorised by the corporation.
  • 5 To be entitled to vote at the meeting (and for the purpose of determining the number of votes you may cast) you must be entered on the Company's register of members at 6.00 pm on Wednesday, 26 March 2014 or, if the meeting is adjourned, you must be entered on the register at 6.00 pm two days prior to the date of any adjourned meeting.
  • 6 Full details of the resolutions to be proposed at the General Meeting, with explanatory notes, are set out in the enclosed Notice of General Meeting.

  • 7 Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed as proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the meeting.

  • 8 If you appoint multiple proxies and wish to give them separate instructions to vote or abstain from voting, please indicate how you wish each proxy to vote or abstain from voting by writing in each appropriate box the name of the proxy and the number of shares to be voted or withheld from voting by him or her.
  • 9 The 'Withheld' option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
  • 10 Any alterations to this Proxy Form should be initialled.
  • 11 If you complete and return the Form of Proxy this will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so.
  • 12 A corporation must seal the Form of Proxy or have it signed by an officer or attorney in person and voting at the meeting should you subsequently decide to do so.
  • 13 In the case of joint holders, only one need sign this Form of Proxy, but the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
  • 14 To be valid the Form of Proxy must reach the Company's registrar, Equiniti, by no later than 11.30 am on Wednesday, 26 March 2014. Lodgement of a Form of Proxy does not prevent a member from attending the meeting in person.
  • 15 If you prefer to return the Form of Proxy in an envelope, then please do so using the following address: Equiniti, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing BN99 6LU.
  • 16 Alternatively, Electronic Proxy Appointment ('EPA') is available for this meeting. To use this facility you must visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and shareholder reference number shown overleaf will be required to complete the procedure. The EPA will not be valid if received after 11.30 am on Wednesday, 26 March 2014 and will not be accepted if found to contain a computer virus.
  • 17 The CREST electronic proxy appointment service is available for this meeting. To use this service CREST members should transmit a CREST proxy instruction, using the procedures described in the CREST manual, so as to reach the Company's Registrar, Equiniti, CREST participant ID RA19 by no later than 11.30 am on Wednesday, 26 March 2014.

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