IWG Plc — AGM Information 2011

Apr 13, 2011

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Attendance card and form of proxy for the Annual General Meeting 2011

For use by the members of Regus plc (société anonyme) (the “Company”). Notes about completion of this form are given below. The Annual General Meeting of the members of the Company will be held at 26 Boulevard Royal, L-2449 Luxembourg on 17 May 2011 at 11.00am (Luxembourg time).

Notes:

1. As a member of the Company, you are entitled to appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.

2. If you wish to appoint as your proxy someone other than the Chairman of the Meeting, cross out the words “the Chairman of the Meeting” and write on the line the full name of your proxy. The change should be initialled.

3. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may copy this form or (an) additional proxy form(s) may be obtained by contacting the Company’s registrar on its helpline – 0871 384 2030 (international callers +44 121 415 7047) calls to this number cost 8 pence per minute from a BT landline, other providers’ costs may vary. Lines open between 8.30am (UK time) and 5.30pm (UK time) Monday to Friday. Please indicate in the box underneath the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank the proxy holder will be authorised in respect of your full voting entitlement. Please also indicate by ticking the relevant box if the proxy appointment is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope.

4. Please indicate how you wish to vote by ticking the appropriate box opposite the resolution. In the absence of instructions, the person appointed proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or abstain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.

5. The “Vote withheld” option 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 votes for and against a resolution.

6. This form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, this Form must be executed under its common seal, or signed on its behalf by an officer of the company or an attorney of the company. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding. Appointment of the proxy shall not preclude a shareholder from attending the meeting and voting in person. If a shareholder appoints a proxy and attends the meeting in person, the proxy appointment will be immediately terminated.

7. To be valid, this form must be completed and lodged with the Company’s registrar, together with the power of attorney or other authority (if any) under which it is signed or a copy of such authority certified notarially, not later than 11.00am (Luxembourg time) on 15 May 2011.

8. The form of proxy has been sent by post. It may be returned by either of the following methods: in hard copy form by post or courier or by hand to the Company’s registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL; or in the case of CREST members, by using the CREST electronic proxy appointment service. CREST members should refer to the notice of Annual General Meeting enclosed with this form of proxy in relation to the submission of a proxy appointment via CREST.

Form of proxy for the Annual General Meeting 2011.

For use by the members of Regus plc (société anonyme) (the “Company”).

Vote Ordinary Resolutions For Against withheld 1. To approve the consolidated fnancial statements and annual accounts of the Company for the fnancial year ended 31 December 2010. 2. To approve the standalone fnancial statements and annual accounts of the Company for the fnancial year ended 31 December 2010. 3. To approve the Directors’ Remuneration Report for the fnancial year ended 31 December 2010. 4. To grant discharge to the Directors in respect of certain duties owed to Shareholders under Luxembourg law during the fnancial year ended 31 December 2010. 5. To approve the allocation of the net proft of the Company for the year ended 31 December 2010 on the following basis: (A) a fnal dividend of 1.75 pence per Ordinary Share to be paid to Shareholders; and (B) the balance to be allocated to the Company’s retained earnings account. 6. To approve the reappointment of KPMG Audit Sàrl as independent auditors of the Company to hold offce until the conclusion of next year’s annual general meeting. 7. To authorise the Directors to determine the remuneration of KPMG Audit Sàrl as approved independent auditors. 8. To re-elect Douglas Sutherland as a director of the Company for a term of up to three years. 9. To re-elect Mark Dixon as a director of the Company for a term of up to three years. 10. To re-elect Stephen Gleadle as a director of the Company for a term of up to three years. 11. To re-elect Lance Browne as a director of the Company for a term of up to three years. 12. To elect Alex Sulkowski as a director of the Company for a term of up to three years. 13. To elect Elmar Heggen as a director of the Company for a term of up to three years. 14. To authorise the directors to allot ordinary shares, as more fully set out in the convening notice. 15. To authorise the Company to hold as treasury shares any shares purchased or contracted to be purchased by the Company pursuant to the authority granted in resolution 18, as more fully set out in the convening notice. 16. To approve the waiver granted by the Panel on Takeovers and Mergers of the obligation that would otherwise arise pursuant to Rule 9 of the City Code on Takeovers and Mergers for Mark Dixon (or any entity through which Mr. Dixon holds shares in the Company) to make a general offer for the remaining share capital as a result of market purchases of Ordinary Shares by the Company, as more fully set out in the convening notice. Vote Special Resolutions For Against withheld 17. To resolve that the secretary or any Director be authorised to make from time to time, all necessary amendments to the provisions of the Company’s memorandum and articles of association which state the Company’s issued share capital, as more fully set out in the convening notice. 18. To authorise the purchase of own shares, as more fully set out in the convening notice. 19. To authorise the disapplication of pre-emption rights, as more fully set out in the convening notice.	I/We the undersigned, being (a) member(s) of Regus plc (société anonyme), and having taken full notice of the agenda for the Annual General Meeting as set out in the Notice dated 13 April 2011, hereby appoint the Chairman of the Meeting
	(Name of proxy in block capitals) (see note 2 above)
	(Number of shares) (see note 3 above) as my/our proxy to exercise all of my/our rights to attend, speak and vote in respect of my/our voting entitlement and on my/our behalf at the Annual General Meeting of the Company to be held at 26 Boulevard Royal, L-2449 Luxembourg on Tuesday 17 May 2011 at 11.00 a.m. (Luxembourg time) and at any adjournment thereof. Please tick here if this proxy appointment is one of multiple appointments being made by the same shareholder_(see note 3 above). I/We wish my/our proxy to vote as indicated in respect of the resolutions to be proposed at the meeting. (Please indicate which way you wish your proxy to vote by ticking the appropriate box alongside each resolution(see notes 4 and 5 above))._ Date 2011
	Signature
	(see note 6 above)

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Regus plc (société anonyme)

The Annual General Meeting 2011 of the members of Regus plc (société anonyme) will be held at 26 Boulevard Royal, L-2449 Luxembourg on 17 May 2011 at 11.00am (Luxembourg time).

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