Adjournment of Court Meeting and General Meeting

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

to be implemented by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Adjournment of Court Meeting and General Meeting

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 to be made by Bidco to acquire the entire issued and to be issued share capital of Tribal (the "Acquisition"). The Acquisition is intended to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 1 November 2023, Tribal published and posted a circular to Tribal Shareholders (the "Scheme Document"), setting out, amongst other things, the background to, the terms of, and the reasons for the Tribal Board recommending, the Acquisition. The Scheme Document also contained, amongst other things, the Scheme and notices of the Court Meeting and the General Meeting.

Adjournment of Court Meeting and General Meeting

Following feedback received from Tribal shareholders in connection with the Scheme, and with the support of Ellucian, the Tribal Directors intend to adjourn the Court Meeting and General Meeting which were originally convened for 27 November 2023. Accordingly, the Tribal Directors recommend that Tribal Shareholders do not attend the Court Meeting and the General Meeting on 27 November 2023.

Notices of the Court Meeting and the General Meeting are contained in Part 9 and Part 10 respectively of the Scheme Document.

The Tribal Board intends to adjourn the Court Meeting and the General Meeting so as to instead be held on 11 December 2023 at 12.00 p.m. and 12.15 p.m. (or as soon thereafter as the Court Meeting concludes or is further adjourned), respectively, at the offices of Investec Bank plc, 30 Gresham Street, London EC2V 7QP. Forms of Proxy in respect of the adjourned Court Meeting and the General Meeting should therefore now be returned so as to be received as soon as possible and in any event not later than:

• 12.00 p.m. on 7 December 2023 in respect of the Court Meeting; and
• 12.15 p.m. on 7 December 2023 in respect of the General Meeting.

Tribal Shareholders who have already submitted Forms of Proxy for the Court Meeting and the General Meeting and who do not wish to change their voting instructions, do not need to take any further action as their Forms of Proxy will continue to be valid in respect of the Court Meeting and the General Meeting.

Tribal Shareholders are also reminded that the completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST, will not prevent them from voting at the Court Meeting or the General Meeting in person. Please refer to the Scheme Document for further information.

Reconfirmation of unanimous recommendation regarding the Acquisition

The Tribal Directors, who have been so advised by William Blair as to the financial terms of the Acquisition, continue to consider the terms of the Acquisition to be fair and reasonable.

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

Update to Expected Timetable of Principal Events

An updated expected timetable of principal events for the implementation of the Scheme is set out below. 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 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)

(1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 12.00 p.m. on 7 December 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 12.15 p.m. on 7 December 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.
• To commence at 12.15 p.m. or as soon thereafter as the Court Meeting shall have concluded or adjourned.
• 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.
• 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)).

Update on Conditions

The Competition and Markets Authority ("CMA") has confirmed that it considers that a formal Phase 1 merger investigation in relation to the Acquisition is warranted. Accordingly, Tribal and Bidco have produced a draft and are working to finalise a Merger Notice with the CMA, preliminary to a Phase 1 merger investigation of the Acquisition. Following confirmation by the CMA that the Merger Notice meets the applicable requirements under the Enterprise Act 2002, the timing of commencement of the Phase 1 merger investigation period will be provided.

The Australian Competition and Consumer Commission ("ACCC") has confirmed that upon consideration of the information provided to it in relation to the Acquisition, the ACCC does not intend to conduct a public review of the Acquisition pursuant to section 50 of the Competition and Consumer Act 2010 (Cth).

The UK Secretary of State has also now considered the notification of the Acquisition made under the National Security and Investment Act 2021 and has confirmed that the Secretary of State has determined that he will be taking no further action in relation to the Acquisition.

The Acquisition otherwise remains subject to the satisfaction or, where applicable, waiver of the other Conditions as set out in Part III of the Scheme Document, including the Court sanctioning the Scheme at the Sanction Hearing.

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. on that day (other than the registration of Tribal Shares released, transferred or issued under the Tribal Share Plans). A further announcement will be made in the event that any of these dates change.

General

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.

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 implemented 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.