Time Out : Form of Proxy 2022

TIME OUT GROUP PLC

Annual General Meeting on Friday 30 December 2022 at 10.00 am.

The Annual General Meeting will be taking place at the Time Out registered office at 1st Floor, 172 Drury Lane, London, WC2B 5QR on Friday 30 December 2022 at 10.00 am.

'), Any changes to the AGM (including any change to the location of the AGM) will be communicated to shareholders before the meeting

through the Company's website at www.timeout.com and, where appropriate, by announcement made by the Company to a Regulatory
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If you are unable to attend the AGM in person, please email [e-mail] by no later than 10.00 am Wednesday 28 December 2022.
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Please do not attend the AGM in person if you are unwell and/or have any COVID-19 symptoms.

Any changes to the AGM (including any change to the location of the AGM) will be communicated to shareholders before the meeting through the Company's website at www.timeout.com and, where appropriate, by announcement made by the Company to a Regulatory Information Service. If you are unable to attend the AGM in person please email [e-mail] by no later than 10.00 am Wednesday 28 December 2022.

1.	Full details of the Resolutions to be proposed at the meeting with explanatory notes, are set
	out in the Annualbelow)	General Meeting Notice made available to the members of the Company.
	.
2.	If any other proxy is preferred, delete the words 'the Chair of the Annual General Meeting
	or', insert theNotefull name of the proxy or proxies you wish to appoint and initial the alteration.

If you sign and2return this form of proxy with no name inserted in the box, the Chair of the Annual General Meeting will be deemed to be your proxy.

If you are appointing more than one proxy you must indicate the number of shares in respect of which you are making this appointment, you should include the number in the box provided for your first named proxy and obtain (an) additional proxy form(s) from the Registrar on 0371 384 2030. Lines are open 8.30 am - 5.30 pm Monday - Friday, excluding public holidays in England and Wales. If you are calling from overseas, the number is [phone]. Calls outside the United Kingdom will be charged at the applicable international rate.

Alternatively, you may photocopy this form. Please return all the forms together and tick the box to indicate each form is one of multiple instructions being given. Please take care when completing the number of shares; if the total number of shares exceeds the total held by the member, all appointments may be invalid.

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Explanatory Notes:

1. A proxy need not be a member of the Company but must attend the meeting in person. However, please note that named persons will not currently be permitted to attend the Annual General Meeting. In light of Note 2 above, the Company strongly encourages Shareholders to appoint the Chair of the Annual General Meeting as their proxy to vote on their behalf.
2. In the case of a corporation, the form of proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing. In the case of an individual, the form of proxy must be signed by the individual or his attorney.
3. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 (the 'Nominated Persons'). Nominated Persons may have a right under an agreement with the registered Shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
4. 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).
5. If you want your proxy to vote in a certain way on the Resolutions, please insert 'X' in the relevant box.
6. A vote withheld option is provided to enable you to instruct your proxy 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 votes 'For' and 'Against' a Resolution. If you fail to select any of the options, your proxy can vote as he or she chooses or can decide not to vote. Your proxy can also do this on any other Resolution that is put to this Annual General Meeting. A Shareholder must inform the Registrar in writing of any termination of the authority of a proxy.
7. To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must be received by post at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, so as to arrive no later than 10.00 am on Wednesday 28 December 2022 (or, in the case of an adjournment of the Annual General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting).
8. Any alterations made in this form of proxy should be initialled.
9. Only those Shareholders on the register of members of the Company as at 6.30 pm on Wednesday 28 December 2022 (or, if the Annual General Meeting is adjourned, at 6.30 pm on the date which is two days before the day of the adjourned meeting) are entitled to vote at this Annual General Meeting (or any adjournment thereof) in respect of the number of shares registered in their name at that time. Subsequent changes to the register of members of the Company shall be disregarded in determining the rights of any person to vote at this Annual General Meeting (or any adjournment thereof).

1. To change proxy instructions, please submit a new form of proxy using the methods set out above. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
2. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual which can be found at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by Equiniti Limited (ID RA19) by 10.00 am on Wednesday 28 December 2022. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Equiniti Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
3. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
4. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 am on Wednesday 28 December 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully
   as you will be bound by them and they will govern the electronic appointment of your proxy.

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Equiniti

Aspect House

Spencer Road

LANCING

BN99 8LU