TRIBAL GROUP PLC

AGM Information • May 19, 2014

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RNS Number : 5222H

Tribal Group PLC

19 May 2014

Tribal Group plc

Result of Annual General Meeting

At the Annual General Meeting of the members of Tribal Group plc duly convened and held on Friday 16 May 2014 a poll was held on each resolution proposed, which were passed with large majorities:

No.	Description	For	%	Against	%	Withheld
1	Report & Accounts	65,767,442	100	0	0	2,000
2	Remuneration Report	56,576,941	86.03	9,191,001	13.97	1,500
3	Remuneration Policy	56,187,045	85.43	9,580,897	14.57	1,500
4	Final dividend	65,769,442	100	0	0	43,795
5	Re-appoint Deloitte	65,729,764	100	0	0	39,768
6	Auditor's Remuneration	65,748,215	99.99	2,000	0.01	19,227
7	Re-elect Katherine Innes Ker	65,767,442	99.99	2,000	0.01	0
8	Re-elect John Ormerod	65,567,582	99.69	201,860	0.31	2,940
9	Re-elect Keith Evans	65,769,442	100	0	0	0
10	Re-elect Steve Breach	65,769,442	100	0	0	0
11	Re-elect Robin Crewe	65,767,442	99.99	2,000	0.01	0
12	Re-elect David Egan	65,767,442	100	0	0	2,000
13	Authority to allot shares	65,767,442	99.99	2,000	0.01	0
14	Disapply pre-emption rights	65,730,549	99.94	38,893	0.06	0
15	Change LTIP Plan	63,872,315	99.86	91,716	0.14	1,805,411
16	Purchase of own shares	65,732,262	99.94	37,180	0.06	0
17	Notice period for General Meetings	64,019,856	97.34	1,749,586	2.66	0

Resolutions 14, 16 and 17 were passed as special resolutions.

The votes withheld are not a vote in law and are not counted in the overall voting figures.

Number of shares in issue: 93,716,018

Further detail on the poll figures can be found at www.tribalgroup.com, in the Investors section.

Special business

The Resolutions set out below were duly passed as special business:

15.        To consider and if thought fit pass the following resolution as an Ordinary Resolution:

That the modified rules of the Tribal Group Plc Long Term Incentive Plan 2010 (the "Plan"), a draft of which is produced to this meeting and signed by the chairman of the meeting for the purposes of identification, be approved and adopted in respect of awards granted on or after the date of the meeting and the Directors of the Company be authorised to do all things necessary or expedient to carry the Plan into effect.

16.       To consider and if thought fit pass the following resolution as a Special Resolution:

"That, in accordance with Article 11 of its Articles of Association, the Company is generally and unconditionally authorised for the purposes of section 701 of the 2006 Act to make market purchases (as defined in section 693(4) of the 2006 Act) of ordinary shares of 5p each in the Company ("Ordinary Shares") on such terms and in such manner as the directors of the Company may from time to time determine provided that:

(a)        the maximum number of Ordinary Shares that may be purchased pursuant to this authority is 9,371,600;

(b)        the maximum price which may be paid for an Ordinary Share purchased pursuant to this authority is an amount equal to 105 per cent. of the average of the middle market quotation of the Company's Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that share is purchased and the minimum price which may be paid is 5p per Ordinary share (in each case exclusive of expenses payable by the Company); and

(c)        this authority will expire at the conclusion of the annual general meeting of the Company to be held in 2015 unless renewed or extended before that time, but the Company may enter into a contract for the purchase of its Ordinary Shares under this authority before its expiry which will or may be completed wholly or partly after the expiry of this authority and may make a purchase of Ordinary Shares in pursuance of any such contract."

17.       To consider and if thought fit pass the following resolution as a Special Resolution:

"That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice."

ENQUIRIES:

Tribal Group plc	Tel: 0845 123 6001
Keith Evans, Chief Executive
Stephen Breach, Group Finance Director

This information is provided by RNS

The company news service from the London Stock Exchange

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