TEN ENTERTAINMENT GROUP PLC — Proxy Solicitation & Information Statement 2019

Apr 11, 2019

ten. ENTERTAINMENT GROUP PLC

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of Ten Entertainment Group plc invites you to attend the Annual General Meeting of the Company to be held at Harwood Capital LLP, 6 Stratton Street, Mayfair, London, W1J 8LD on 8 May 2019 at 11:30am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 8 May 2019

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You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 915588

SRN:

PIN:

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To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 3 May 2019 at 11:30am.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his 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 returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 889 4092 or you may photocopy this form. 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 marking 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. 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.

4. 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 close of business on Friday 3 May 2019. 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.

5. 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 3RA50) not later than Friday 3 May 2019. 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 able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 889 4092 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
7. Any alterations made to this form should be initialled.
8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

154839_167942_RUN_ONS/000002/000002/SG625/il

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Poll Card

To be completed only at the AGM if a Poll is called.

Ordinary Resolutions	For	Against	Abstain
1. To receive the Directors' report and the accounts for the Company.	☐	☐	☐
2. To declare a final dividend of 7.7p per ordinary share.	☐	☐	☐
3. To approve the Directors' Remuneration Report.	☐	☐	☐
4. To elect Duncan Garrood as a Director.	☐	☐	☐
5. To elect Adam Bellamy as a Director.	☐	☐	☐
6. To elect Antony Smith as a Director.	☐	☐	☐
7. To re-elect Nick Basing as a Director.	☐	☐	☐
8. To re-elect Graham Blackwell as a Director.	☐	☐	☐
9. To re-elect Christopher Mills as a Director.	☐	☐	☐
10. To re-elect Julie Sneddon as a Director.	☐	☐	☐

Signature

1. To re-elect David Wild as a Director.
2. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM at which accounts are laid.
3. To authorise the Directors to fix the remuneration of the auditors.
4. To authorise the Directors to allot relevant securities.

Special Resolutions

1. To authorise the Directors to disapply pre-emption rights up to an aggregate nominal amount of £32,500.
2. To authorise the Directors to disappy pre-emption rights up to a further nominal amount of £32,500 in connection with an acquisition or specified capital investment.
3. To authorise the Company to make market purchases of its own ordinary shares.
4. That a general meeting, other than an Annual General Meeting, may be called at not fewer than 14 working days' notice.

Signature

Form of Proxy

Please use a black pen. Mark with an X inside the box as shown in this example. ☐
I/We hereby appoint the Chairman of the Meeting OR the following person

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s), as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Ten Entertainment Group plc to be held at Harwood Capital LLP, 6 Stratton Street, Mayfair, London, WU 8LD on 8 May 2019 at 11:30am and at any adjourned meeting.

• For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

☐ Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

Ordinary Resolutions	For	Against	Abstain
1. To receive the Directors' report and the accounts for the Company.	☐	☐	☐
2. To declare a final dividend of 7.7p per ordinary share.	☐	☐	☐
3. To approve the Directors' Remuneration Report.	☐	☐	☐
4. To elect Duncan Garrood as a Director.	☐	☐	☐
5. To elect Adam Bellamy as a Director.	☐	☐	☐
6. To elect Antony Smith as a Director.	☐	☐	☐
7. To re-elect Nick Basing as a Director.	☐	☐	☐
8. To re-elect Graham Blackwell as a Director.	☐	☐	☐
9. To re-elect Christopher Mills as a Director.	☐	☐	☐
10. To re-elect Julie Sneddon as a Director.	☐	☐	☐

1. To re-elect David Wild as a Director.
2. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM at which accounts are laid.
3. To authorise the Directors to fix the remuneration of the auditors.
4. To authorise the Directors to allot relevant securities.

Special Resolutions

1. To authorise the Directors to disapply pre-emption rights up to an aggregate nominal amount of £32,500.
2. To authorise the Directors to disappy pre-emption rights up to a further nominal amount of £32,500 in connection with an acquisition or specified capital investment.
3. To authorise the Company to make market purchases of its own ordinary shares.
4. That a general meeting, other than an Annual General Meeting, may be called at not fewer than 14 working days' notice.

Intention To Attend

Please indicate if you intend to attend the AGM

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

DD/MM/YY

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 (e.g. director, secretary).

H1041

03

TPE

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