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84MANAGEMENT PROXY CIRCULARREPUBLIC OF TRINIDAD AND TOBAGOThe Companies Act, 1995(Section 144)1. Name of Company: GUARDIAN MEDIA LIMITED %u2013 Company No. G 2522(C)2. Particulars of Meeting: Ninety-seventh Annual Meeting of the Company to be held on Tuesday 28th May 2013 at 11:00AM at San Fernando Room, Capital Plaza Hotel, Wrightson Road, Port-of-Spain.3. Solicitation: It is intended to vote the Proxy solicited hereby (unless the shareholder directs otherwise) in favour of all resolutions specified therein.4. Any Director%u2019s statement submitted pursuant to Section 76 (2): No statement has been received from any Director pursuant to Section 76 (2) of The Companies Act, 1995.5. Any Auditor%u2019s statement submitted pursuant to Section 171 (1): No statement has been received from the Auditors of the Company pursuant to Section 171 (1) of The Companies Act, 1995.6. Any Shareholder%u2019s proposal and/or statement submitted pursuantto Sections 116 (a) and 117 (2): No proposal has been received from any Shareholder pursuant to Sections 116 (a) and 117 (2) of The Companies Act, 1995.The undersigned hereby certifies that the contents and the sending of this Management Proxy Circular have been approved by the Directors of the Company.DATE NAME & TITLE SIGNATURE22 March 2013 Michelle Gonsalves-SuiteCompany SecretaryGuardian_Media_Annual_Report2012.indd 84 4/17/13 7:31 PM