Publication and posting of Scheme Document

(a newly formed company indirectly owned by Ellucian Company, L.P.)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Publication and posting of Scheme Document

On 5 October 2023, the boards of Tiger Bidco 1 Ltd ("Bidco") and Tribal Group plc ("Tribal") announced that they had reached agreement on the terms of a recommended cash offer by Bidco to acquire the entire issued and to be issued share capital of Tribal (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Tribal is pleased to announce that a circular in relation to the Scheme (the "Scheme Document"), setting out, amongst other things, a letter from the Chair of Tribal, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Tribal Shareholders, has been published today on Tribal's website (subject to certain restrictions to persons resident in Restricted Jurisdictions) at www.tribalgroup.com/investors/offer.

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and General Meeting are being sent to Tribal Shareholders and (for information purposes only) to persons with information rights.

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this Announcement and the Scheme Document will be available free of charge (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Tribal's website at https://www.tribalgroup.com/investors/offer up to and including the Effective Date. The content of this website is not incorporated into, and does not form part of, this Announcement.

Notices of the Court Meeting and General Meeting

As detailed further in the Scheme Document, the Scheme is subject to the Conditions. To become effective, the Scheme requires, among other things, that the requisite majorities of Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the requisite majorities of Tribal Shareholders vote in favour of the Special Resolution. Notices convening the Court Meeting and the General Meeting for 10.00 a.m. and 10.15 a.m. respectively on 27 November 2023 (or, in respect of the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned), to be held at the offices of Investec Bank plc, 30 Gresham Street, London EC2V 7QP are set out in the Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the Scheme Document. It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Tribal Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or appoint a proxy electronically, as soon as possible.

Recommendation

The Tribal Directors, who have been so advised by William Blair as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Tribal Directors, William Blair has taken into account the commercial assessments of the Tribal Directors. William Blair is providing independent financial advice to the Tribal Directors for the purposes of Rule 3 of the City Code on Takeovers and Mergers ("Code").

Accordingly, the Tribal Directors unanimously recommend that Tribal Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as the Tribal Directors who hold Tribal Shares have irrevocably undertaken to do in respect of their own beneficial holdings.

Tribal Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Expected Timetable of Principal Events

The current expected timetable of principal events for the implementation of the Scheme is set out below and in the Scheme Document. If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service. The Acquisition is now expected to complete in the first quarter of 2024. All times shown in this Announcement are references to London time unless otherwise stated.

The following dates are indicative only and are subject to change(5)

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(1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 10.00 a.m. on 23 November 2023 or, if the Court Meeting is adjourned, 48 hours prior to the time and date set for any adjourned Court Meeting (excluding any part of such 48-hour period falling on a non-working day). If the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may be handed to a representative of Link Group, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting before the start of the Court Meeting (or any adjournment of it) and it will be valid.

• In order to be valid, the WHITE Forms of Proxy for the General Meeting must be lodged not later than 10.15 a.m. on 23 November 2023 or, if the General Meeting is adjourned, 48 hours prior to the time and date set for any adjourned General Meeting (excluding any part of such 48-hour period falling on a non-working day).
• If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the date which is two days (excluding non-working days) prior to the date set for such adjourned Meeting.
• These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. Tribal will give adequate notice of all of these dates and times, when known, by promptly issuing an announcement through a Regulatory Information Service, with such announcement being made available on Tribal's website at www.tribalgroup.com/investors/offer. Participants in the Tribal Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the Tribal Share Plans, including details of any appropriate proposals being made and dates and times relevant to them.
• Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is presently to occur two Business Days after the date of the Sanction Hearing.
• This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as Tribal and Bidco may agree in writing (with the Takeover Panel's consent and as the Court may approve (should such approval be required)).

Cancellation of admission of Tribal Shares to trading on AIM

Before the Scheme becoming Effective, it is intended that applications will be made to the London Stock Exchange for the cancellation of trading of the Tribal Shares on AIM, with effect on or shortly after the Effective Date. The last day of dealings in Tribal Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and it is expected that no transfers of Tribal Shares will be registered after 6.00 p.m. (London time) on that day (other than the registration of Tribal Shares released, transferred or issued under the Tribal Share Plans). These dates will depend, among other things, on the date on which the Court sanctions the Scheme. A further announcement will be made in the event that any of these dates change.

Shareholder Helpline

RBC Capital Markets, LLC is also acting as financial adviser to Ellucian and Bidco.

Taylor Wessing LLP is acting as legal adviser to Tribal.

Kirkland & Ellis International LLP is acting as legal adviser to Ellucian and Bidco.

Axinn, Veltrop & Harkrider is also acting as legal adviser to Ellucian.

No profit forecasts, estimates or quantified benefits statements

No statement in this Announcement or the Scheme Document is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement or the Scheme Document should be interpreted to mean that earnings or earnings per share for Tribal for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Tribal.

Requesting hard copy documents

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Tribal as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part 3 (Conditions to and further terms of the Scheme and the Acquisition) of the Scheme Document.

General

If the Acquisition is effected by way of a Takeover Offer, and such a Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire compulsorily the remaining Tribal Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase Tribal Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.