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Workspace Group PLC

Proxy Solicitation & Information Statement Jul 2, 2015

5282_rns_2015-07-02_07f19914-212d-449c-abfd-4e549b336d65.pdf

Proxy Solicitation & Information Statement

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Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of Workspace Group PLC invites you to attend the Annual General Meeting of the Company to be held at Chester House, Kennington Park, 1-3 Brixton Road, London SW9 6DE on 15 July 2015 at 11.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 15 July 2015

Cast your Proxy onlineIt'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.
Control Number:
SRN:
PIN:
913136
View the Annual Report and Notice of Annual General Meeting (Notice) online: http://investors.workspace.co.uk
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 13 July 2015 at 11.00 am.
Please read the Notice, the notes included in it and the accompanying Explanatory Notes to this Proxy Form carefully before completing this Proxy Form.
Explanatory Notes:
1. Every holder has the right to appoint some other person(s) of their choice as his proxy to exercise all or any of his
rights, to attend, speak and vote on their behalf at the meeting. A proxy must attend the Meeting to represent you
but need not be a shareholder. If you wish to appoint a person other than the Chairman, please insert the name of
5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via
the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48
hours (excluding weekends and any bank holiday) before the time appointed for holding the meeting or adjourned
  • 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 in respect of the relevant shares.
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 1413 or you may photocopy this form. Please indicate in the box next to each proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. You may not appoint more than one proxy to exercise rights attached to any one share. 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. If you wish your proxy to cast only certain votes for and certain votes against a resolution, insert the relevant number of shares in the appropriate box.
  • 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 on the day which is two business days (excluding weekends and any bank holidays) before the day of the meeting or adjourned 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.

  • meeting together with any power of attorney or other authority under which it is sent. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST 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 0870 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 by the signatory.
  • 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
  • 9. This Proxy Form must be signed by the member or his/her attorney. To be valid this Proxy Form (together with any power of attorney or other authority under which it is signed or a certified copy of such power or authority) must be sent or delivered to the Registrars no later than 11.00 am on 13 July 2015. Where the member is a corporation, the Proxy Form must be executed under its common seal or signed by a duly authorised representative of the corporation, stating their capacity (e.g. director, secretary). In the case of joint holders, any one holder may sign this Proxy Form. The vote of the senior joint holder (whether in person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the register of members in respect of the joint holding.
  • 10. If you submit more than one valid proxy appointment in respect of the same share or shares, the appointment received last before the latest time for the receipt of proxies will take precedence. If the Company is unable to determine which was received last, none of the proxy appointments in respect of that share or shares shall be valid.

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.

All Named Holders

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

Ordinary Resolutions For Against Vote
Withheld
1. To receive and adopt the Annual Report and Accounts for the financial year ended 31 March 2015 (2015 Annual
Report).
2. To approve the Directors' Remuneration Report as set out in the 2015 Annual Report.
3. To declare a final dividend of 8.15p per ordinary share.
4. To re-elect Mr Daniel Kitchen as a Director of the Company.
5. To re-elect Mr Jamie Hopkins as a Director of the Company.
6. To re-elect Mr Graham Clemett as a Director of the Company.
7. To re-elect Dr Maria Moloney as a Director of the Company.
8. To re-elect Mr Chris Girling as a Director of the Company.
9. To re-elect Mr Damon Russell as a Director of the Company.
10. To elect Mr Stephen Hubbard as a Director of the Company.
11. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.
12. To authorise the Directors to determine the remuneration of the auditors.
13. To authorise the Directors to allot equity securities.
Special Resolutions
14 To authorise the disapplication of pre-emption rights.
15. To authorise the Company to make market purchases of its own shares.
16. To provide that a general meeting other than an annual general meeting of the Company may be called on not less

Signature

In the case of a shareholder that is 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).

*
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 Chester House, Kennington Park, 1-3 Brixton Road, London
SW9 6DE on 15 July 2015 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 mark here to indicate that this proxy appointment is one of multiple appointments being made. Please use a black pen. Mark with an X
inside the box as shown in this example.
Ordinary Resolutions For Against Vote
Withheld
For Against Vote
Withheld
1. To receive and adopt the Annual Report and Accounts for
the financial year ended 31 March 2015 (2015 Annual
Report).
9. To re-elect Mr Damon Russell as a Director of the
Company.
2. To approve the Directors' Remuneration Report as set out
in the 2015 Annual Report.
10. To elect Mr Stephen Hubbard as a Director of the
Company.
3. To declare a final dividend of 8.15p per ordinary share. 11. To re-appoint PricewaterhouseCoopers LLP as auditors of
the Company.
4. To re-elect Mr Daniel Kitchen as a Director of the
Company.
12. To authorise the Directors to determine the remuneration
of the auditors.
5. To re-elect Mr Jamie Hopkins as a Director of the
Company.
13. To authorise the Directors to allot equity securities.
6. To re-elect Mr Graham Clemett as a Director of the
Company.
14 Special Resolutions
To authorise the disapplication of pre-emption rights.
7. To re-elect Dr Maria Moloney as a Director of the
Company.
15. To authorise the Company to make market purchases of
its own shares.
8. To re-elect Mr Chris Girling as a Director of the Company. 16. To provide that a general meeting other than an annual
general meeting of the Company may be called on not less
than 14 clear days' notice.

than 14 clear days' notice.

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.

Signature Date
sulv
. .
×
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۰.
×
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In the case of a shareholder that is 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).

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