YU GROUP PLC — AGM Information 2012

Jun 14, 2012

Attendance card Flybe Group plc – Annual General Meeting 2012

The annual general meeting (the "AGM") of Flybe Group plc (the "Company") will be held at the offices of College Hill, The Registry, Royal Mint Court, London, EC3N 4QN on Wednesday 11 July

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 a representative of the Company's registrars. This will

Investor Code:

You may vote online at www.flybe-shares.com

2012 at 11.00am.

facilitate entry to the AGM.

Signature of person attending Bar Code:

If you are not planning on attending the AGM in person, you may appoint a proxy to attend and vote on your behalf by completing and returning the proxy form attached below in the pre-paid envelope enclosed. Sending a proxy will not prevent you from attending the AGM in person and voting yourself if you subsequently decide to do so.

Notice of Availability – Notice of Annual General Meeting and Annual Report 2011/12

	Important – please read carefully
--	-----------------------------------	--	--	--

You can now access the 2011/12 Annual Report and Notice of Annual General Meeting by visiting this website: www.flybe.com/corporate/investors

If you wish to receive a paper copy of the 2011/12 Annual Report and/or the Notice of Annual General Meeting, please contact Capita Registrars, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Telephone 0871 664 0300 (calls cost 10 pence per minute plus network extras, lines are open 8.30am to 5.30pm Monday to Friday) or on +44 208 639 3399 (if calling from outside the UK).

Please note the deadline for receiving proxies is 11.00am on Monday 9 July 2012, which is 48 hours before the start of the AGM.

Please tear off and return this form of proxy. Flybe Group plc Annual General Meeting 2012 – Form of Proxy I/We being a member/members of the Company hereby appoint the Chairman of the meeting or (see note 3) Bar Code: Investor Code: Event Code: Name of proxy Number of shares if less than total holding

as my/our proxy to vote on my/our behalf at the AGM of the Company to be held on Wednesday 11 July 2012 at 11.00am and at any adjournment thereof. The proxy is instructed to vote on the Resolutions as indicated below.

For Against Vote withheld

Please mark 'X' here if this appointment is one of multiple appointments being made.

Ordinary Resolutions Special Resolutions (please mark 'X' to indicate how you wish to vote)

1.	To receive and approve the Directors' and auditor's reports and
	the audited financial statements of the Group and the Company

• for the year ended 31 March 2012 2. To receive and approve the Directors' Remuneration Report for the year ended 31 March 2012
• 1. To re-elect Dr David Longbottom as a Director
• 1. To re-elect Mr Michael Rutter as a Director
• 1. To re-elect Mr Andrew Strong as a Director
• 1. To elect Digby, Lord Jones of Birmingham, Kt. as a Director
• 1. To re-appoint Deloitte LLP as auditor of the Company
• 1. To authorise the Directors to fix the auditor's remuneration
• 1. To authorise political donations and political expenditure within the meaning of the Companies Act 2006 (the 'Act')
• 1. To authorise the Directors to allot shares pursuant to section 551 of the Act
• 1. To disapply statutory pre-emption rights pursuant to section 570 of the Act
• 1. That a general meeting (other than an AGM) notice period may be not less than 14 clear days 13. To renew the Company's authority to make market purchases of its own shares

Kindly note This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. The personalised form is not transferable between different (i) account holders; (ii) classes of security; or (iii) uniquely designated accounts. The Company and Capita Registrars accept no liability for any instruction that does not comply with these conditions.

You may submit your proxy electronically at www.flybe-shares.com For Against Vote withheld

disapply statutory pre-emptic
tion 570 of the Act:

Flybe Group plc Location of Annual General Meeting 2012

Location

College Hill The Registry Royal Mint Court London EC3N 4QN

Tower Hill Underground

Take the main exit and walk past the Roman wall on your right hand side, follow edge of junction towards Tower Bridge crossing Minories, Shorter Street and Mansell Street. Royal Mint Court is under the arch opposite the Tower. The Registry is located to the left.

London Bridge Station

Take the Tooley Street exit, walk east along Tooley Street. Cut through Hay's Galleria, Hay's Lane. Walk east along Thames Path to Tower Bridge, walk across Tower Bridge and continue down Tower Bridge Approach. Cross the junction at East Smithfield, Royal Mint Court is under the arch opposite the Tower. The Registry is located to the left. Parking is located on Royal Mint Street.

Notes

• 1. You are entitled to appoint a proxy to exercise all or any of your rights to attend and to speak and vote on your behalf at the meeting. A proxy need not be a shareholder of the Company.
• 1. You may appoint more than one proxy in relation to the meeting 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 contact the Company's registrars, Capita Registrars, on 0871 664 0300 (calls cost 10 pence per minute plus network extras, lines are open 8:30 am to 5:30 pm Monday to Friday) or on +44 208 639 3399 (if calling from outside the UK), for further forms of proxy, or photocopy this form of proxy as required. Please ensure that for each proxy appointed in this way, you fill in, alongside the proxy's details, the number of shares in respect of which each proxy is appointed.
• 1. To appoint a person other than the Chairman of the meeting as a proxy, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy.
• 1. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
• 1. The 'vote withheld' option is 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 proportion of votes 'for' and 'against' the resolution. If no voting indication is given, your proxy will vote, or abstain from voting, as he or she thinks fit.
• 1. To be valid, this proxy form (together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority) must be received by post, by hand or by courier by the Company's registrars, Capita Registrars, at the following address: Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU by 11:00 am on Monday 9 July 2012.
• 1. The return of a completed proxy form or any CREST Proxy Instruction (as described in note 12 below) will not prevent a shareholder attending the meeting and voting in person if he or she wishes to do so.
• 1. In the case of a shareholder which is a company, this proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the company, or an attorney or other person authorised to sign for the company.
• 1. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
• 1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
• 1. Only those shareholders entered on the register of members of the Company at 6:00 pm on Monday 9 July 2012 or, in the event that the meeting is adjourned, in the register of members of the Company at 6:00 pm on the day two days before the date of any adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at that time. Changes to the entries on the register of members after this time shall be disregarded in determining the rights of any person to attend and vote at the meeting or any adjourned meeting.
• 1. If you are a CREST member and you wish to appoint a proxy or proxies through the CREST electronic proxy appointments service, details of how to do so are set out in the Notice of AGM.
• 1. Fuller details of the resolutions set out on the Form of Proxy are contained in the Notice of Annual General Meeting which can be accessed at www.flybe.com/corporate/investors.

Voting via the internet

You can submit your proxy vote via the internet at www.flybe-shares.com. To do so, you will need to log on to your share portal account or register for the share portal if you have not already done so. To register for the share portal you will need your investor code set out on the Form of Proxy. Once registered, you will immediately be able to vote.