TRIBAL GROUP PLC — Proxy Solicitation & Information Statement 2015

Apr 8, 2015

TRIBAL

working as one

ATTENDANCE CARD

Tribal Group plc (the "Company") - ANNUAL GENERAL MEETING

You may submit your proxy electronically using the Share Portal service at www.capitashareportal.com. If you have not already registered for the Share Portal, you will need your Investor Code below.

Notice of Availability - Notice of AGM and Annual Report 2014

Important - please read carefully

You can now access the Annual Report and Accounts for the year ended 31 December 2014 and Notice of Meeting by visiting this website: www.tribalgroup.com/investors

Please notice the deadline for receiving proxies is by no later than 10.00 a.m. on 13 May 2015, which is 48 hours before the start of the meeting.

Notes on form of proxy:

1. Any member of the Company entitled to attend, speak and vote at a general meeting of the Company may appoint a proxy to attend, speak and vote in his place. A proxy need not be a member of the Company.
2. To appoint as a proxy a person other than the Chairman of the meeting insert the full name in the space provided. You can appoint more than one proxy provided each proxy is appointed to exercise the rights attached to different shares held by you (so a member must hold more than one share to be able to appoint more than one proxy). The following options are available:

(a) To appoint the Chairman as your sole proxy in respect of all your shares, simply fill in any voting instructions in the appropriate box and sign and date the form of proxy.
(b) To appoint a person other than the Chairman as your sole proxy in respect of all your shares, delete the words 'the Chairman of the meeting or' and insert the name of your proxy in the space provided. Then fill in any voting instructions in the appropriate box and sign and date the form of proxy.
(c) To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. If you wish to appoint the Chairman as one of your multiple proxies, simply write 'Chairman of the Meeting'. All forms must be signed and should be returned together in the same envelope.

continued overleaf

To be held at the offices of Osborne Clarke, One London Wall, London EC2Y 5E8 at 10.00 a.m. on Friday 15 May 2015.

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 registrars. This will facilitate entry to the meeting.

Signature of person attending

Bar Code:

Investor Code:

I/We being a member of the company hereby appoint the Chairman of the meeting or (see note 2) Name of proxy

Number of shares proxy appointed over

Event Code:

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 10.00 a.m. on Friday 15 May 2015 and at any adjournment thereof. I have indicated with a "X" how I/we wish my/our votes to be cast on the resolutions set out below.

If you wish to appoint multiple proxies please see note 1 overleaf.

Please tick here if you are appointing more than one proxy.

RESOLUTIONS

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

1. To receive and adopt the report of the directors and the audited financial statements for the year ended 31 December 2014.
2. To approve the directors' remuneration report for the year ended 31 December 2014.
3. To declare a final dividend of 1.20p per share for the year ended 31 December 2014 payable on 10 July 2015 to shareholders who are on the register of members of the Company on 12 June 2015.
4. To re-appoint Deloitte LLP as auditors of the Company.
5. To authorise the directors to determine the remuneration of the auditors.
6. To elect as a director Katherine Innes Ker who offers herself for re-election.
7. To elect as a director John Ormerod who offers himself for re-election.

1st	2nd	3rd

RESOLUTIONS

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

1. To elect as a director Keith Evans who offers himself for re-election.
2. To elect as a director Steve Breach who offers himself for re-election.
3. To elect as a director Robin Crewe who offers himself for re-election.
4. To elect as a director David Egan who offers himself for re-election.
5. To authorise the directors to allot shares. (Ordinary Resolution).
6. To empower the directors to disapply statutory pre-emption rights. (Special Resolution).
7. To authorise the Company to make market purchases of its own shares. (Special Resolution).
8. To amend the notice period of general meetings. (Special Resolution).

1st	2nd

You may submit your proxy electronically at

www.capitashareportal.com

Signature

Date

81309 Tribal proxy.indd 1

09/04/2015 12:27

JOB No	81309 Tribal proxy			DATE STARTED	31.03.15	STARTED BY	KATE
TEMPLATE NAME	78426	DATE AMENDED	09.04.15	AMENDED BY	KATE	PROOF No	3
SAVED IN	PROXY	SIZE	210X297	COLOURS	CMYK
PREVIOUS JOB No	75828	A/C HANDLER	CC STUDIO	CLIENT'S NAME	S BAINS

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Notes on form of proxy (continued)

1. If the proxy is being appointed for less than your full entitlement please indicate the number of shares in relation to which that person is authorised to act as your proxy. If this section is left blank, your proxy will be deemed to be authorised in respect of your full entitlement.

2. Please indicate by placing an "X" in the appropriate box how you wish your votes to be cast. 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.

3. If this form is returned without any indication as to how the proxy should vote, the proxy will be free to vote on any particular matter as he or she thinks fit, or to abstain from voting. On any motion to amend any resolution, to propose a new resolution, to adjourn the meeting, or any other motion put to the meeting the proxy will act at his/her discretion.

4. This form should be returned to the Registrars of the Company, Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or it may be submitted electronically using The Share Portal service at http://www.capitashareportal.com. In order to be effective it must be deposited at this address duly completed and signed (together with any authority under which it is signed or a notorially certified copy of the authority) not less than 48 hours before the time appointed for the meeting or any adjournment of it.

5. If you wish to use an envelope, please address it to FREEPOST CAPITA PXS. Please note delivery using this service can take up to 5 business days.

6. An individual member or his attorney must sign this form. If the appointor is a corporation, this form must be sealed by it or signed by a person duly authorised to do so. Evidence of the authorisation should be produced when this form is deposited. If the appointor is a firm please sign in the firm's trading name and add "by [name], partner in the firm."

7. Any one of two or more joint holders may sign, or vote in person or by proxy, but if more than one holder is present at the meeting or represented by proxy, the holder whose name stands first in the Register shall be entitled to vote.

8. Shares held in uncertified form (ie: in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.

9. Completion of the form of proxy will not prevent the holder from attending and voting at the meeting in person should he or she so wish. In such cases any votes cast by the member will be accepted to the exclusion of those cast by the proxy holder.

10. Any alteration to the form of proxy must be initialled.

11. A member wishing to change his or her proxy instructions should submit a new proxy appointment using the methods set out, and by the time specified, in note 6. Any changes to proxy instructions received after that time will be disregarded. A member who requires another form should contact our Registrars on 0871 664 0300 (calls cost 10p per minute plus network charges). Subject to note 3, if a member submits more than one valid proxy appointment the appointment received last before the time limit in note 6 will take precedence. Lines are open Monday to Friday 8.30 a.m. to 5.30 p.m.

12. A member wishing to revoke his or her proxy appointment should do so by sending a notice to that effect to our Registrars to the address set out in note 6 (whether or not electronically). The revocation notice must be received by the Company's Registrars by the time set out in note 6. Any revocation notice received after this time will not have effect.

Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

11111111111111111111

PXS 1
34 Beckenham Road
Beckenham
BR3 4ZF

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