Workspace Group PLC

AGM Information • Jul 13, 2018

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

of

WORKSPACE GROUP PLC

At the thirty-second annual general meeting Workspace Group PLC (the "Company"), which was duly convened and held at the Company's business centre at 160 Fleet Street. London EC4A 2DQ on Friday 13 July 2018, the following resolutions were duly passed on a poll.

ORDINARY RESOLUTIONS

Resolution 13

THAT:

(a) in substitution for all subsisting authorities to the extent unused, the Directors be generally and unconditionally authorised, in accordance with section 551 of the Act, to exercise all the powers of the Company to allot and/or grant rights or subscribe for, or to convert any security into, equity securities (as defined in section 560 of the Act) in the Company:

(i) up to an aggregate nominal amount of £60,042,871 (such amount to be reduced by the nominal amount of any equity securities previously allotted and/or granted under paragraph (a)(ii) below in excess of such sum); and

(ii) comprising equity securities up to an aggregate nominal amount of £120,085,742 (such amount to be reduced by any allotments and/or grants previously made under paragraph (a)(i) above) in connection with an offer by way of a rights issue:

(A) to Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(B) to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary.

and so that the Directors may, in either case, impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, or with legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter.

The authorities conferred on the Directors under paragraphs (i) and (ii) of this Resolution 13 shall expire at the conclusion of the next annual general meeting of the Company in 2019 or, if earlier, 30 September 2019, save that under each authority the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted or rights to subscribe for, or convert securities into, equity securities to be granted after such expiry and the Directors may allot equity securities or grant rights to subscribe for, or convert securities into, equity securities (as the case may be) under any such offer or agreement as if the relevant authority had not expired; and

(b) words and expressions defined in or for the purposes of Part 17 of the Act shall bear the same meanings in this resolution.

Resolution 14

THAT, in accordance with Sections 366 and 367 of the Act, the Company and all companies that are its subsidiaries at any time

during the period for which this resolution is effective are authorised to:

(a) make political donations to political parties and/or independent election candidates;

(b) make political donations to political organisations other than political parties; and

(c) incur political expenditure,

(as such terms are defined in Sections 363 to 365 of the Act) provided that the aggregate amount of any such donations and

expenditure shall not exceed £50,000 during the period of one year beginning with the date of the passing of this resolution.

SPECIAL RESOLUTIONS

Resolution 17

THAT the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares on such terms and in such manner as the Directors may from time to time determine, provided that:

(a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 18,012,861;

(b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is its nominal value;

(c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the higher of:

(i) an amount equal to 105% of the average of the middle market quotations for an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which the Ordinary Share is contracted to be purchased; and

(ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent purchase bid for an Ordinary Share at the time on the trading venue where the purchase is carried out;

(d) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company in 2019 or, if earlier, 30 September 2019, unless such authority is varied, revoked or renewed prior to such time by the Company in a general meeting by a special resolution; and

(e) the Company may enter into a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which would, or might, be completed or executed wholly or partly after the expiration of such authority, and the Company may purchase Ordinary Shares in pursuance of any such contract as if the authority conferred hereby had not expired.

Resolution 18

THAT a general meeting other than an annual general meeting of the Company may be called on not less than 14 clear days' notice.

Carmelina Carfora Company Secretary

13 July 2018