TCLARKE PLC — Proxy Solicitation & Information Statement 2011

Apr 4, 2011

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Business Reply
Licence Number
RSBH-UXKS-LRBC

T.Clarke

BUILDING SERVICES GROUP

Attendance card

T.Clarke plc Annual General Meeting to be held on 13th May 2011

Explanatory Notes to Form of Proxy:

1. Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder as their proxy to exercise all or any of their rights, to attend, speak and vote on their 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 (see reverse). 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 (see reverse) 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).

2. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars helpline on 0871 664 0300, if calling within the United Kingdom or +44 20 8639 3399 if calling from outside the United Kingdom, or you may photocopy this form. Lines are open 8:30am - 5:30pm Mon to Fri. Calls to the helpline from within the United Kingdom cost 10 pence per minute (including VAT) from a BT landline. Other service providers' costs may vary. Calls to the helpline from outside the United Kingdom will be charged at applicable international rates. Calls may be recorded and monitored for security and training purposes.

Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by crossing the box provided if the proxy instruction is one of multiple instructions being given. All form(s) must be signed and should be returned together in the same envelope.

1. The 'Vote Withheld' option overleaf is provided to enable 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.

2. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, 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 6pm on Wednesday 11th May 2011 or if the meeting is adjourned, two days prior to 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.

3. To appoint a proxy using the proxy form, the form must be completed and signed, sent or delivered to Capita Registrars at PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU and received by Capita Registrars no later than 12 noon on Wednesday 11th May 2011.

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 12 noon on Wednesday 11th May 2011. 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 also able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in the Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

5. The address shown on the reverse of this card is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline, as per note 2, to request a change of address form.

6. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

7. For details how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of the Annual General Meeting.

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T.Clarke
BUILDING SERVICES GROUP
Attendance card
T.Clarke plc Annual General Meeting to be held on 13th May 2011

Please bring this card with you to the meeting and present it at shareholder registration.

The Chairman of T.Clarke plc invites you to attend the Annual General Meeting of T.Clarke plc ('the Company') to be held in The Riverside Room, Savoy Place, 2 Savoy Place, London WC2R 0BL on Friday 13th May 2011 at 12 noon.

Kindly note:
This form is issued only to the addressee(s) and is specific to the unique designated account printed here. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. T.Clarke plc and Capita Registrars Limited accept no liability for any instruction that does not comply with these conditions.

To be effective, all votes must be lodged at the office of Capita Registrars, addressed to:
PXS, 34 Beckenham Road, Kent BR3 4TU
by 12 noon on 11th May 2011.

Notice of availability: Notice of Annual General Meeting and Review and Financial Statements 2010 documents
Important - please read carefully

You can now access the 2010 Review and Financial Statements and Notice of Meeting by visiting the website:
http://www.tclarke.co.uk/investors

If you wish to receive a paper copy of the Review and Financial Statements 2010 please contact:
Capita Registrars, 34 Beckenham Road, Kent BR3 4BR

Please note the deadline for receiving proxies is 12 noon on 11th May 2011, 48 hours before the meeting.

Signature of person attending
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Investor code:

Form of Proxy T.Clarke plc Annual General Meeting to be held on 13th May 2011

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Investor code:
Event code:

☐ 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 (insert number of shares at*) on my/our behalf at the Annual General Meeting of T.Clarke plc and at any adjourned meeting. I have indicated with an 'X' how I/we wish my/our vote to be cast on the following resolutions. Unless otherwise instructed the proxy may vote as he/she sees fit or abstain in relation to any business of the meeting. Please mark 'X' on the left if this Proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to Explanatory Note 2.

Resolutions

Please mark 'X' to indicate how you wish to vote

1. To approve the audited Financial Statements with the directors' and auditors' reports ☑ ☑ ☑
2. To approve the Remuneration Report ☑ ☑ ☑
3. To approve the final dividend ☑ ☑ ☑
4. To re-elect Mr. R.J. Race as a non-executive director ☑ ☑ ☑
5. To re-elect Mr. M. Lawrence as a director ☑ ☑ ☑
6. To re-elect Mr R.H. Campbell as a non-executive director ☑ ☑ ☑
7. To elect Mr. M.R. Walton as a director ☑ ☑ ☑
8. To approve the Long Term Share Incentive Plan ☑ ☑ ☑
9. To approve the T.Clarke plc Employee Share Ownership Trust ☑ ☑ ☑

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, stating their capacity.

For	Against	Vote withheld
10. To approve the T.Clarke plc Save As You Earn Share Option Scheme	☑	☑
11. To appoint PricewaterhouseCoopers LLP as auditors	☑	☑
12. To authorise the directors to fix the auditors' remuneration	☑	☑
13. To authorise the directors to allot securities in accordance with Section 551 of the Companies Act 2006	☑	☑

Special resolutions

Please mark 'X' to indicate how you wish to vote

1. To authorise the directors to allot shares and securities in accordance with Section 570 of the Companies Act 2006 ☑ ☑ ☑
2. To authorise T.Clarke plc to make market purchases of its own ordinary shares ☑ ☑ ☑

Intention to attend

Please mark 'X' if you wish to attend the AGM ☐

Signature ____ Date ____