Wey Education : AGM Notice and Proxy

WEY EDUCATION PLC

(Incorporated in England and Wales with registered number 06342555)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Wey Education plc (the "Company") will be held at 43 - 44 New Bond Street, Mayfair, London W1S 2SA on Monday, 9th January 2017 at 10.30 a.m. for the purpose of the following:

As Ordinary Business

To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions:

1. To receive and adopt the Company's annual accounts for the financial year ended 31 August 2016 together with the directors' report and auditor's report in respect of those accounts;

2. That Barrie Whipp be appointed as non-executive director;

3. That Jacqueline Daniell be appointed as executive director;

4. To reappoint Shipleys LLP as the Company's auditors (the "Auditors") to hold office from the conclusion of this Meeting until the conclusion of the next meeting at which accounts are laid before the Company, and in connection with such appointment, to authorise the directors to agree the remuneration of the Auditors.

   As Special Business

   To consider and, if thought fit, pass the following resolution which will be proposed as a special resolution:

5. That the Company be and is generally authorised for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of its Ordinary Shares of 1 pence each provided that:

6. the maximum aggregate number of Ordinary Shares that may be purchased is 9,577,124;

7. the minimum price which may be paid for each Ordinary Share is 1 pence;

8. the maximum price which may be paid for each Ordinary Share is not more than 110 per cent. of the average of the middle market quotations for an Ordinary Share for the five business days immediately preceding the day of purchase; and

9. unless previously renewed, varied or revoked, the authority conferred by this resolution shall expire at the conclusion of the Company's next Annual General Meeting save that the Company may make a contract or contracts to purchase Ordinary Shares under the authority conferred by this resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Ordinary Shares in pursuance of any such contract or contracts.

10. By order of the Board

    David L. Massie Company Secretary

    Dated: 30 November 2016

    Registered office

    Third Floor 43 - 44 New Bond Street

    London W1S 2SA

    Notes

11. Any member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote in his or her stead. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A member may not appoint more than one proxy to exercise rights attached to any one share. A proxy need not be a member of the Company. Completion and return of a form of proxy or CREST Proxy Instruction (as described in note 4) will not preclude a member from attending and voting in person at the meeting should he or she so decide. You can only appoint a proxy using the procedures set out in these notes. If you appoint a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

12. To be valid, the form of proxy and the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of such power of authority) must be deposited at the offices of Neville Registrars, Neville House, 18 Laurel Lane, Halesowen B63 3DA by 10.30 a.m. on 7 January 2017. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-of time for receipt of proxy appointments also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-of time will be disregarded.

13. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of votes they may cast), members must be entered in the Register of Members at 6.00 p.m. on 7 January 2017 (or, in the event of any adjournment, 6.00 p.m. on the date which is two days before the time of the adjourned meeting).

14. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. 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 sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction 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 Limited'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 the Company's agent, Neville Registrars (CREST Participant ID: 7RA11), no later than 48 hours before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. 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 service provider(s) 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) of the Uncertificated Securities Regulations 2001.

15. NOTICE OF AVAILABILITY

    The Notice of Annual General Meeting to which this Proxy Form relates and the Report and Accounts are available on the Company's website at www.weyeducation.com

    NOTES TO THE FORM OF PROXY

16. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his place. A proxy need not be a member of the Company.

17. To be valid, this form of proxy must be signed and lodged with the Company's registrars, Neville Registrars Limited, not later than 48 hours before the time appointed for the holding of the meeting. Any power of attorney or other authority must be lodged with this form.

18. In the case of a corporation, this form must be signed as a deed or under he hand of an officer or attorney duly authorised in that behalf.

19. In the case of joint holders, the signature of any one holder will be sufficient but the names of all joint holders should be stated.

20. Completion and return of a form of proxy will not prevent a member from attending the meeting and voting in person should the member so wish.

21. Please see the AGM Notice for further advice on how to appoint/instruct proxies via CREST.

Please complete and return this Form of Proxy to the Registrar at the address shown overleaf. If you wish to use an envelope, please address it to 'FREEPOST NEVILLE'. If it is posted outside the United Kingdom, please return it in an envelope using the address shown overleaf and pay the appropriate postage charge.

Wey Education plc

(Registered in England and Wales with company number 6342555)

FORM OF PROXY

I/We being (a) member(s) of the Company and entitled to vote at the Annual General Meeting, hereby appoint

(Please only complete if appointing someone other than the Chairman of the meeting)

or failing him/her, the Chairman of the Meeting as my/our proxy, to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on 9 January 2017 at 43

- 44 New Bond Street, Mayfair, London, W1S 2SA at 10:30 a.m. and at any adjournment thereof.

FOR

AGAINST

WITHHELD

Resolutions (*Special Resolution)

1. To receive and consider the Report of the Directors and theaudited Annual Accounts to 31 August 2016

2. To appoint Barrie Whipp as a Director

3. To appoint Jacqueline Daniell as a Director

4. To re-appoint Shipleys LLP as auditors and authorise theDirectors to fix their remuneration

5*To authorise the Directors to purchase the Company's sharesunder Section 701 of the Companies Act 2006

If you are planning to attend the Annual General Meeting, please tick the following box:

Mark this box with an "X" if you are appointing more than one proxy: Signed:

Leave blank to authorise your proxy to act in relation to your full entitlement or enter the number of shares in relation to which your proxy is authorised to vote:

Date:

D D M M Y Y

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Wey Education plc The Annual General Meeting will start at 10:30 a.m. and is being held on 9 January 2017 at 43 - 44 New Bond Street, Mayfair,

Attendance Card

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Name Address 1

Address 2

Address 3

Address 4

Address 5

Address 6

London, W1S 2SA.

If you plan to attend the Annual General Meeting, please bring this card with you to ensure you gain entry as quickly as possible.

Please present this card at the registration desk. It will be used to show that you have the right to attend, speak and vote at the Annual General Meeting.

Business Reply Plus Licence Number

RSTY-SAKX-RZSL

Neville Registrars Limited Neville House

18 Laurel Lane Halesowen

B63 3DA