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Workspace Group PLC

Proxy Solicitation & Information Statement Jun 12, 2023

5282_agm-r_2023-06-12_7fe2cb96-1a17-462b-b201-7eb98d9b1224.pdf

Proxy Solicitation & Information Statement

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MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

Shareholder Reference Number

C0000000000

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 6 July 2023

*00000101020010*

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

PIN: 1245 SRN: C0000000000 Control Number: 918520

View the Annual Report online: www.workspace.co.uk/investors

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 4 July 2023 at 11.00 am.

Explanatory Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1413 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
  • 3. The 'Vote Withheld' option overleaf is provided to enable you 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 the votes 'For' and 'Against' a resolution.
  • 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business

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Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

  • 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  • 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1413 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 7. Any alterations made to this form should be initialled.
  • 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

Poll Card To be completed only at the AGM if a Poll is called.

Ordinary Resolutions For Against Vote
Withheld
For Against Vote
Withheld
1. To receive and adopt the Annual Report and Accounts. 10. To re-elect Ms Manju Malhotra as a Director.
2. To approve the Remuneration Policy. 11. To re-elect Mr Nick Mackenzie as a Director.
3. To approve the 2023 Annual Remuneration Report. 12. To re-appoint KPMG LLP as auditors of the Company.
4. To declare a final dividend of 17.4 pence per Ordinary Share in respect of the financial year ended
31 March 2023.
13. To authorise the Board, acting through the audit committee, to determine the remuneration of the
auditors.
5. To re-elect Mr Graham Clemett as a Director. 14. To authorise the Directors to allot equity securities.
6. To re-elect Mr David Benson as a Director. 15. To authorise the Company to make political donations.
7. To re-elect Ms Rosie Shapland as a Director. 16. Special Resolutions
To disapply pre-emption rights.
8. To re-elect Ms Lesley-Ann Nash as a Director. 17. To authorise the Company to make market purchases of its own Ordinary Shares.
9. To re-elect Mr Duncan Owen as a Director. 18. To authorise a general meeting (other than an annual general meeting) of the Company to be called
on not less than 14 days' notice.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

C0000000000

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement on my/our behalf at the Annual General Meeting of Workspace Group PLC to be held at Canterbury Court, Kennington Park, 1-3 Brixton Road, London SW9 6DE on 6 July 2023 at 11.00 am, and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please use a black pen. Mark with an X
inside the box as shown in this example.
For Against Withheld Vote
Withheld
To receive and adopt the Annual Report and Accounts. 10.
To approve the Remuneration Policy. 11.
To approve the 2023 Annual Remuneration Report. 12.
To declare a final dividend of 17.4 pence per Ordinary Share in
respect of the financial year ended 31 March 2023.
13.
To re-elect Mr Graham Clemett as a Director. 14.
To re-elect Mr David Benson as a Director. 15.
To re-elect Ms Rosie Shapland as a Director. 16.
To disapply pre-emption rights.
To re-elect Ms Lesley-Ann Nash as a Director. 17.
Ordinary Shares.
To re-elect Mr Duncan Owen as a Director. 18.
notice.
Signature Date
Ordinary Resolutions Vote Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Special Resolutions
To re-elect Ms Manju Malhotra as a Director.
To re-elect Mr Nick Mackenzie as a Director.
To re-appoint KPMG LLP as auditors of the Company.
To authorise the Board, acting through the audit committee, to
determine the remuneration of the auditors.
To authorise the Directors to allot equity securities.
To authorise the Company to make political donations.
To authorise the Company to make market purchases of its own
To authorise a general meeting (other than an annual general
meeting) of the Company to be called on not less than 14 days'
For Against
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

H 1 0 4 2 1 6 WS P

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol, BS99 6ZY Tel: +44(0) 370 707 1413

*00000102020110*

MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

Shareholder Reference Number

C0000000000

Notice of Availability - Annual Report and Notice of Annual General Meeting

Important - please read carefully

The Annual General Meeting of Workspace Group PLC will be held at Canterbury Court, Kennington Park, 1-3 Brixton Road, London SW9 6DE on 6 July 2023 at 11.00 am You can now access the Annual Report and Accounts for the year ended 31 March 2023 and the Notice of Annual General Meeting, by visiting this website:

http://www.workspace.co.uk/investors

Would you like to receive electronic communications in the future?

Please submit your email address by visiting our Investor Centre website:

www.investorcentre.co.uk/ecomms

SRN: C0000000000 !

YOUR SHAREHOLDER REFERENCE NUMBER (SRN) IS IMPORTANT, PLEASE KEEP IT IN A SAFE PLACE.

Computershare Investor Services PLC (CIS PLC) is authorised and regulated by the Financial Conduct Authority. CIS PLC is registered in England & Wales, Company No. 3498808, at: The Pavilions, Bridgwater Road, Bristol BS13 8AE.

C0000000000

M A L

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