Workspace Group PLC

Proxy Solicitation & Information Statement • Jun 11, 2019

The Chairman of Workspace Group PLC invites you to attend the Annual General Meeting of the Company to be held at Workspace Group PLC, 160 Fleet Street, London, EC4A 2DQ on Thursday, 11 July 2019 at 10.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on Thursday, 11 July 2019

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 Tuesday, 9 July 2019 at 10.00 am. Please read the Notice, the notes included in it and the 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 his 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 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.
• 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 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 returned together in the same envelope.
• 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 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.
• 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 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.
• 1. 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 non-working days) before the time appointed for holding the meeting or adjourned 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.
• The above is how your address appears on the Register of Members, If this information is incorrect please ring the 6. 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
• Any alterations made to this form should be initialled by the signatory. 7.
• The completion and return of this form will not preclude a member from attending the meeting in person. 8.
• This Proxy Form must be signed by the member or his/her attorney. To be valid this Proxy Form (together with any 9. 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 10.00 am on Tuesday 9 July 2019. Where the member is a corporation, the Proxy Form must be executed under its common seal or be signed on its behalf by an attorney, officer or othe person duly authorised, 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.
• 1. If you submit more than one valid proxy appointment in respect of the same 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.

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Poll Card To be completed only at the AGM.

	Ordinary Resolutions	For	Vote Against Withheld
1.	To receive and adopt the Annual Report and Accounts
	2. To approve the 2019 Annual Remuneration Report (other than the part containing the Company's remuneration policy) as set out in the Annual Report and Accounts.
	3. To declare a final dividend of 22.26 pence per Ordinary Share in respect of the financial year ended 31 March 2019.
ব	To re-elect Mr Daniel Kitchen as a Director
5.	To re-elect Mr Graham Clemett as a Director
6.	To re-elect Dr Maria Moloney as a Director
7.	To re-elect Mr Chris Girling as a Director
8.	To re-elect Mr Damon Russell as a Director
9.	To re-elect Mr Stephen Hubbard as a Director

		For	Vote Against Withheld
10.	To elect Ms Ishbel Macpherson as a Director
	11. To re-appoint KPMG LLP as auditors of the Company.
	12, To authorise the Board, acting through the audit committee, to determine the remuneration of the auditors.
	13. To authorise the Directors to allot equity securities.
	14. To authorise the Company to make political donations
	Special Resolutions
15.	To disapply pre-emption rights.
	16. To authorise the Company to make market purchases of its own Ordinary Shares.
	17. To authorise a general meeting (other than an annual general meeting) of the Company to be called on not less than 14 clear days' notice.

Signature

In the case of a shareholder that is a corporation, a letter of representation will be required (in accordance with Section 323 of the Companies Act 2006) unless this has already been lodged at registration.

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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).

Il We hereby appoint the Chairman of the person indicated in the box above as my/our proxy to attend, speak and vote in respect of myour full voling entitlement" on mylour behalf at the Annual General Meeting of Workspace Group PLC, 160 Fleet Street, London, ECAA 2DQ on Thursday, 11 July 2019 at 10.00 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.		Vote			1 10000 a00 a klubit kom munt mint all 20 inside the box as shown in this example.
	Ordinary Resolutions	For	Against Withheld				For	Against Withheld
1.	To receive and adopt the Annual Report and Accounts				10. To elect Ms Ishbel Macpherson as a Director
	2. To approve the 2019 Annual Remuneration Report (other than the part containing the Company's remuneration policy) as set out in the Annual Report and Accounts.				11. To re-appoint KPMG LLP as auditors of the Company.
	3. To declare a final dividend of 22.26 pence per Ordinary Share in respect of the financial year ended 31 March 2019.				12. To authorise the Board, acting through the audit committee, to determine the remuneration of the auditors.
র্ব	To re-elect Mr Daniel Kitchen as a Director			13.	To authorise the Directors to allot equity securities.
5.	To re-elect Mr Graham Clemett as a Director			14.	To authorise the Company to make political donations. Special Resolutions
6.	To re-elect Dr Maria Moloney as a Director.				15. To disapply pre-emption rights.
7.	To re-elect Mr Chris Girling as a Director.				16. To authorise the Company to make market purchases of its own Ordinary Shares.
8.	To re-elect Mr Damon Russell as a Director,				17 To authorise a general meeting (other than an annual general meeting) of the Company to be called on not less than 14 clear days' notice.
ல்	To re-elect Mr Stephen Hubbard as a Director

INVe instruct myour proxy as indicated on this form. Une as he or she sees fit or abstain in reation in reating.

Signature

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Date

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, officer or other person duly authorised, stating their capacity (e.g. director, secretary).

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