THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.

If you have sold or otherwise transferred your registered holding of Ordinary Shares in Regus plc (société anonyme), please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

Regus plc (société anonyme) (the "Company")

(incorporated in Jersey with registered number 101523 and having its place of central administration (head office) in Luxembourg and accordingly being registered in Luxembourg as a société anonyme under number R.C.S. Luxembourg B 141159)

NOTICE OF ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING

Notice of (i) the annual general meeting of the Company to be held at 11.00 a.m. (Luxembourg time) and (ii) an extraordinary general meeting of the Company to be held at 10.30 a.m. (Luxembourg time), on 15 May 2012 at 26 Boulevard Royal, L-2449 Luxembourg, is set out in Part II of this circular.

Whether or not you propose to attend the annual general meeting and extraordinary general meeting, please complete and submit a Form of Proxy in accordance with the instructions printed on the enclosed form. The Form of Proxy must be received by 11.00 a.m. (Luxembourg time) on 13 May 2012.

DEFINITIONS	3
PART I LETTER FROM THE CHAIRMAN	6
PART II NOTICE OF THE 2012 ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING	10
PART III EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING	16
PART IV APPROVAL OF THE RULE 9 WAIVER	23
SECTION I — BACKGROUND	23
SECTION II — ADDITIONAL INFORMATION	28
SECTION III — INFORMATION INCORPORATED BY REFERENCE	33

DEFINITIONS

"2009 CIP Options"	means the nil-cost options over 1,995,225 Ordinary Shares conditionally granted to Mark Dixon on 23 March 2009 pursuant to the Regus CIP, subject to certain performance conditions and conditional upon Shareholder approval at the Company's 2009 annual general meeting (which was subsequently granted);
"2009 Waivers"	has the meaning set out on page 23 of this document;
"2010 LTIP Options"	means the nil cost options over 520,149 Ordinary Shares conditionally granted to Mark Dixon on 23 March 2010 pursuant to the LTIP subject to certain performance conditions and conditional upon Shareholder approval at the Company's 2010 annual general meeting (which was subsequently granted);
"2010 Waivers"	has the meaning set out on page 23 of this document;
"Act"	means the UK Companies Act 2006, as amended from time to time;
"acting in concert"	has the definition set out in the Code;
"AGM"	means the annual general meeting of the Company to be held on 15 May 2012 at 26 Boulevard Royal, L-2449 Luxembourg at 11.00 a.m. (Luxembourg time);
"Amended Articles"	means the current Memorandum and Articles of Association of the Company showing certain amendments to be proposed for approval pursuant to resolution 1 of the EGM;
"Capita"	means Capita Registrars (Jersey) Limited, a company incorporated in Jersey, whose registered office is at 12 Castle Street, St Helier, Jersey JE2 3RT;
"Code"	means the UK City Code on Takeovers and Mergers;
"Company"	means Regus plc (société anonyme), a company incorporated in Jersey with registered number 101523 and whose registered office is at 22 Grenville Street, St Helier, JE4 8PX, Channel Islands and having its place of central administration (head office) in Luxembourg at 26 Boulevard Royal, L-2449 Luxembourg and accordingly being registered in Luxembourg as a société anonyme under number R.C.S. Luxembourg B 141159;
"Directive"	means the Shareholders' Rights Directive (Directive 2007/36/EC);
"Directors" or "Board"	means the Executive Directors and the Non-Executive Directors;
"EGM"	means the extraordinary general meeting of the Company before a Luxembourg public notary to consider proposed amendments to the Company's Memorandum and Articles of Association and the renewal of certain share capital authorities for Luxembourg law purposes to be held immediately before the AGM at 10.30 a.m. (Luxembourg time) on 15 May 2012;
"Estorn"	means Estorn Limited, a company incorporated in Cyprus with registered number 188003 and whose registered office is at Elenion Building, 2nd Floor, 5 Themistocles Dervis Street, CY-1066 Nicosia, Cyprus, of which Mark Dixon owns 100 per cent of the issued share capital and which currently beneficially owns Mark Dixon's entire holding of Ordinary Shares;

"Executive Directors"	means Mark Dixon and Dominique Yates;
"Existing Waivers"	has the meaning set out on page 23 of this document;
"Form of Proxy"	means the enclosed proxy form for completion by those Shareholders who wish to vote on the resolutions set out in this document, both in the notice of EGM and notice of AGM, but who are unable to attend the EGM and AGM in person;
"Group" or "Regus Group"	means the Company together with its subsidiaries and subsidiary undertakings;
"Independent Directors"	means the Directors other than Mark Dixon;
"Independent Shareholders"	means the Shareholders other than Mark Dixon (or any persons presumed to be acting in concert with Mark Dixon);
"Investec"	means Investec Bank plc, a company registered in England and Wales with registered number 00489604, whose registered office is at 2 Gresham Street, London, EC2V 7QP;
"issued share capital"	means, except where stated to the contrary, the issued share capital of the Company excluding treasury shares;
"Latest Practicable Date"	means 12 April 2012, being the latest practicable date prior to the publication of this document;
"LTIP"	means the Regus Long Term Incentive Plan which is an element of the Regus CIP under which standalone nil-cost options over, or whole awards of, Ordinary Shares can be made to Directors without reference to their annual bonus, up to 100 per cent of salary per annum;
"Luxembourg Companies Laws"	means the Luxembourg Law dated 10 August 1915 on commercial companies (as amended from time to time), the Luxembourg law dated 19 December 2002 on the trade and companies register as well as on the accounting and annual accounts of undertakings (as amended from time to time), the New Luxembourg Law and every statute or law (including any orders, regulations or other subordinate legislation made under it) from time to time in force concerning companies insofar as it applies to the Company by reason of (and for as long as) the location of the Company's central administration (head office) in Luxembourg;
"New Luxembourg Law"	the Luxembourg law on the exercise of certain rights of shareholders relating to the general meetings of listed companies of 24 May 2011;
"Non-Executive Directors"	means Lance Browne, Elmar Heggen, Alex Sulkowski and Douglas Sutherland;
"Old Regus"	means Regus Group Limited (formerly Regus Group plc), a company incorporated in England and Wales with registered number 04868977 and whose registered office is at 3000 Hillswood Drive, Chertsey, Surrey KT16 0RS;
"Old Regus Waivers"	has the meaning set out on page 23 of this document;
"Ordinary Shares"	means the ordinary shares of 1 penny each in the capital of the Company;
"Panel"	means The Panel on Takeovers and Mergers;
"Regus CIP"	means the Regus Co-Investment Plan under which any employee of a Group company with a minimum period of six months' continuous service with that company will be eligible to receive awards of conditional shares or nil cost options at the discretion of the Remuneration Committee;

"Regus Value Creation Plan"	means the share option plan for certain senior executives of the Group selected by the Remuneration Committee under which one-off entitlements convertible into options over Ordinary Shares are granted to such senior executives, provided that certain share price targets are met;
"Remuneration Committee"	means the remuneration committee of the Company;
"Shareholders"	means the holders of Ordinary Shares from time to time;
"Share Option Plan"	means the Regus Share Option Plan for the grant of nil cost options to subscribe for Ordinary Shares or options to purchase Ordinary Shares from an employee benefit trust to employees and executive directors of the Regus Group and their family members or family trusts;
"Waiver"	means a waiver by the Panel of the obligation which would otherwise arise under Rule 9 of the Code requiring Mark Dixon (or any entity through which Mr. Dixon may hold shares in the Company) to make an offer for the issued share capital of the Company following the repurchase of up to 25,000,000 Ordinary Shares by the Company pursuant to resolution 18 that could potentially increase Mr. Dixon's shareholding from approximately 34.26 per cent of issued share capital to a maximum of approximately 35.20 per cent of issued share capital (and, taking into account all Existing Waivers, up to a maximum potential holding of approximately 35.44 per cent of issued share capital); and
"Waiver Resolution"	means resolution 16 set out at page 12 of this document.

PART I

LETTER FROM THE CHAIRMAN

Regus plc (société anonyme)

(the "Company")

Registered Office:

22 Grenville Street, St Helier, JE4 8PX, Channel Islands

Central administration (head office):

26 Boulevard Royal, L-2449 Luxembourg

Directors

Douglas Sutherland (Chairman) Mark Dixon (Chief Executive Officer) Dominique Yates (Chief Financial Officer) Lance Browne (Non-Executive Director) Elmar Heggen (Non-Executive Director) Alex Sulkowski (Non-Executive Director)

13 April 2012

Notice of annual general meeting and extraordinary general meeting of the Company, to be held on 15 May 2012

Dear Shareholder,

I am pleased to be writing to you with details of our annual general meeting ("AGM") which we are holding at 11.00 a.m. (Luxembourg time) on Tuesday, 15 May 2012 at 26 Boulevard Royal, L-2449 Luxembourg. The formal notice of AGM is set out on pages 10 to 15 of this document.

Please note that this year the AGM will be immediately preceded by an extraordinary general meeting (the "EGM"), to be held at 10.30 a.m. (Luxembourg time) at the same location. The formal notice of EGM is also set out on pages 10 to 15 of this document.

We remind you that Luxembourg law requires the Company to prepare both consolidated financial statements and annual accounts for the Group and financial statements and annual accounts for the Company on a standalone basis. The financial statements and annual accounts for both the Group and the Company on a standalone basis have been made available on the Company's website (www.regus.com) and can also be inspected at the locations set out at the end of this letter. You are invited to approve both sets of financial statements and annual accounts in resolutions 1 and 2 of the agenda of the AGM.

If you would like to vote on the resolutions but cannot attend the AGM and EGM, please fill in the Form of Proxy sent to you with this notice and return it to our registrars, Capita, as soon as possible. They must receive it by 11.00 a.m. (Luxembourg time) on 13 May 2012. Address details for Capita are set out on page 14 of this document and in the notes to the Form of Proxy. You may also wish to appoint a proxy or proxies through the CREST electronic appointment service. Please see the procedural notes on pages 14 to 15 of this document for further information. We urge Shareholders to vote on all resolutions being proposed at both the EGM and the AGM — please ensure that in completing your Form of Proxy you indicate how you wish your proxy to vote on all resolutions at both meetings.

I have set out below a brief explanation of some of the business to be dealt with at the AGM and EGM. Full explanatory notes on all business to be considered at the AGM and EGM appear in Part III on pages 16 to 22 of this document.

Final dividend

Shareholders are being asked to approve a final dividend of 2.0 pence per Ordinary Share for the year ended 31 December 2011. If you approve the recommended final dividend, this will be paid by the Company on 25 May 2012 to all Shareholders who were on the register of members at the close of business on 27 April 2012.

All Shareholders are paid dividends directly from the Company. All such dividends should be payable by the Company without deduction of Luxembourg withholding tax, regardless of the residence of the recipient. In general terms, UK resident Shareholders receiving dividends from the Company should be taxed in the same way as if they had received a dividend from a UK company. Tax outcomes do however depend on the specific circumstances of Shareholders and any Shareholder in doubt about their tax position (including in particular UK resident but non-UK domiciled individuals who have elected to be taxed on a remittance basis) should consult their own professional adviser without delay.

New Luxembourg Law and Amendments to Memorandum and Articles of Association

Due to the location of its central administration (head office) in Luxembourg, the Company is registered as a Luxembourg société anonyme and accordingly must comply with certain provisions of Luxembourg law applicable to such companies. On 1 July 2011, the Luxembourg law on the exercise of certain rights of shareholders relating to the general meetings of listed companies of 24 May 2011 (the "New Luxembourg Law") came into force. The New Luxembourg Law implements the Shareholders' Rights Directive (Directive 2007/36/EC) (the "Directive") into Luxembourg law. The New Luxembourg Law applies to Regus due to its status as a Luxembourg société anonyme and the listing of its shares on a recognised stock exchange for these purposes. The Directive was implemented in the UK in August 2009.

We are asking Shareholders to approve a number of amendments to our Memorandum and Articles of Association, primarily to reflect the coming into force of the New Luxembourg Law. An explanation of the changes is set out in the explanatory notes in Part III of this document. As required by Luxembourg law, these changes will be put to Shareholders at a separate extraordinary general meeting before a public notary. This EGM will take place immediately before the AGM.

The Company's Memorandum and Articles of Association, as amended, (the "Amended Articles"), will be produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification. A draft of the Amended Articles showing the proposed amendments will be available for inspection at 26 Boulevard Royal, L-2449 Luxembourg at least 15 minutes before and during the meeting and will also be on display from the date of this letter until (and including) 15 May 2012 as set out on page 9 of this document.

The New Luxembourg Law also provides for Shareholders to notify the Company of their intention to participate in a general meeting at least 14 days ahead of the meeting. As this would not be typical for a company listed on the London Stock Exchange and is not required to facilitate the Company's and its registrar's administration of attendance and voting at general meetings, and as it would impose an additional formality for Shareholders to comply with in order to attend and vote at the Company's general meetings, the Company has chosen not to require Shareholders to make any such notification. Any Shareholder who is registered in the register of members of the Company at 6.00 p.m. (Luxembourg time) on 13 May 2012 shall be entitled to attend and vote at the AGM and the EGM.

Renewal of Maximum Allotment Amount and suppression of Luxembourg pre-emption rights

Shareholders are reminded that the Company has an authorised Maximum Allotment Amount (or authorised unissued share capital) of £80,000,000 divided into 8,000,000,000 Ordinary Shares of 1 penny each. Under Luxembourg law, this Maximum Allotment Amount will expire on 15 September 2013 while under Jersey law it would not. In addition, at the time of the re-domiciliation of Old Regus to Luxembourg in October 2008, Shareholders authorised the suppression of Luxembourg pre-emption rights in favour of a specific pre-emption rights procedure being adopted in the Company's Memorandum and Articles of Association that replicated what the position would be if the Company were incorporated in England and Wales. This suppression of pre-emption rights authority will also expire on 15 September 2013. In both cases Luxembourg law permits the authorities to be renewed for a maximum of five years on each occasion and the Company mentioned in its prospectus published in September 2008 that the Company would seek renewal of these authorities by special resolution every five years.

Under Luxembourg law, the renewal of these authorities must be approved at an EGM before a public notary. It is therefore proposed that the opportunity be taken to renew these authorities at the EGM already being convened to amend the Company's Memorandum and Articles of Association.

Rule 9 Waiver granted by the Panel in favour of Mark Dixon

Mark Dixon (Chief Executive of the Company) held 322,744,607 Ordinary Shares (representing approximately 34.26 per cent of the issued share capital of the Company) as at the Latest Practicable Date. Should Mr. Dixon's interest in Ordinary Shares increase beyond its current level, he would be required under Rule 9 of the Code to make a general offer for the remainder of the share capital of the Company.

Our Shareholders (and those of Old Regus prior to the migration in 2008) have previously approved various waivers granted by the Panel in favour of Mr. Dixon relating to the obligations he would otherwise have incurred pursuant to Rule 9 of the Code in connection with any increase in Mr. Dixon's shareholding as a result of the repurchase by the Company of Ordinary Shares in which Mr. Dixon did not participate pro-rata to his interest.

We are now asking the Independent Shareholders to approve the terms of a further waiver granted by the Panel to Mr. Dixon relating to any obligations Mr. Dixon might otherwise incur pursuant to Rule 9 in connection with the repurchase by the Company of Ordinary Shares. An explanation of the reasons for such a request, the background to the obligation arising from Rule 9 of the Code and details of the Existing Waivers approved by Old Regus shareholders and the Company's Shareholders are set out in Part IV commencing on page 23 of this document.

General

The Board considers resolutions 1 and 2 in the notice of EGM, and resolutions 1 to 15 (inclusive) and 17 to 19 (inclusive) in the notice of AGM, to be in the best interests of the Company and its Shareholders as a whole. Your Board will be voting in favour of these resolutions and unanimously recommends that you do so as well. As at the date of this letter, the Board's shareholdings amounted, in aggregate, to 323,786,596 Ordinary Shares representing approximately 34.37 per cent of issued share capital.

In addition, the Independent Directors, who have been so advised by Investec, consider resolution 16 to be fair and reasonable and in the best interests of the Company and the Independent Shareholders as a whole. The Independent Directors will be voting in favour of this resolution and unanimously recommend that you do so as well. At the date of this document, the Independent Directors' shareholdings amounted, in aggregate, to 1,041,989 Ordinary Shares representing approximately 0.11 per cent of issued share capital.

Yours sincerely,

Douglas Sutherland, Chairman

Inspection of documents

The following documents will be available for inspection at the Company's head office in Luxembourg at 26 Boulevard Royal, L-2449 Luxembourg, the Company's registered office in Jersey at 22 Grenville Street, St Helier, Jersey, JE4 8PX, at the offices of Slaughter and May at One Bunhill Row, London, EC1Y 8YY and on the Company's website (www.regus.com) from 13 April 2012 until the end of the AGM:

a copy of this document;
copies of the Executive Directors' service contracts;
copies of the letters of appointment of the Non-Executive Directors;
a copy of the current Memorandum and Articles of Association of the Company;
a copy of the Amended Articles;
a copy of the report pursuant to article 32-3(5) of Luxembourg Companies Laws referred to in resolution 2 of the EGM;
a copy of the annual report and accounts of the Company for the year ended 31 December 2010;
a copy of the annual report and accounts of the Company for the year ended 31 December 2011 which include, inter alia:
the consolidated and standalone financial statements and accounts;
a list of the Directors and the independent auditor;
a list of sovereign debt, shares, bonds and other company securities making up the portfolio;
the reports of the Board; and
the reports of the approved independent auditor (réviseur d'enterprises agréé);
the register of members of the Company, which includes a note of any Shareholders who have not paid up their shares, with an indication of the number of their shares and their domicile (note that this information will be available at Capita's offices in Jersey and the Company's head office in Luxembourg only); and
the letter of consent from Investec to the Company dated 13 April 2012 referred to in paragraph 10 of Section II of Part IV of this document.

PART II

NOTICE OF THE 2012 ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING

Regus plc (société anonyme)

Notice is hereby given that this year's annual general meeting, which will be preceded by an extraordinary general meeting at 10.30 a.m. (Luxembourg time) to consider proposals to amend the Memorandum and Articles of Association of the Company and to renew certain share capital authorities for Luxembourg law purposes, will be held at 11.00 a.m. (Luxembourg time) on Tuesday, 15 May 2012 at 26 Boulevard Royal, L-2449 Luxembourg.

You will be asked to consider and vote upon the resolutions set out below. At the EGM, resolutions 1 and 2 will both be proposed as special resolutions before a public notary. At the AGM, resolutions 1 to 15 (inclusive) will be proposed as ordinary resolutions, resolution 16 will be proposed as an ordinary resolution to be voted upon by way of a poll of Independent Shareholders only and resolutions 17 to 19 (inclusive) will be proposed as special resolutions.

As required by the Company's Memorandum and Articles of Association, voting in respect of all resolutions to be put to the AGM and EGM will be conducted by means of a poll vote.

Agenda of Extraordinary General Meeting

1. To resolve by special resolution to amend articles 3, 4, 7, 11, 16, 53, 54, 57, 58, 60, 63, 68, 77, 78, 90, 132, 142, 156 and 160 of the Company's Memorandum and Articles of Association to (i) reflect certain changes to the Luxembourg rules that apply to the Company following the coming into force of the Luxembourg law dated 24 May 2011 on the exercise of certain rights of shareholders in general meetings, (ii) amend the definition of "equity securities", (iii) amend the quorum applicable to resolutions to be taken at annual general meetings and (iv) to make a number of tidy-up changes of a minor, clarifying or technical nature, including the deletion of historic references to past events and old statutory provisions and to approve the amended articles 3, 4, 7, 11, 16, 53, 54, 57, 58, 60, 63, 68, 77, 78, 90, 132, 142, 156 and 160 with immediate effect.
1. To resolve by special resolution, in substitution for all subsisting like authorities:
(A) to renew the Company's Maximum Allotment Amount (authorised unissued share capital) of £80,000,000 divided into 8,000,000,000 ordinary shares of one penny each, all of which shares are at the disposal of the Board of Directors pursuant to the Company's Memorandum and Articles of Association and the Applicable Companies Laws (as defined in the Company's Memorandum and Articles of Association),
(B) to authorise the Board of Directors to allot and issue shares within the Maximum Allotment Amount (authorised unissued share capital) pursuant to article 11(B) of the Company's Memorandum and Articles of Association subject always to the terms and restrictions in articles 11 and 12 of the Company's Memorandum and Articles of Association and any resolutions the Company's shareholders may pass in this respect,
(C) having acknowledged the report pursuant to article 32-3(5) of Luxembourg Companies Laws (as defined in the Company's Memorandum and Articles of Association) on the circumstances and prices of issues of shares for cash without any pre-emptive subscription rights (and related procedures) as provided for by the Luxembourg Companies Laws, to waive and disapply any pre-emptive or preferential subscription rights under the Luxembourg Companies Laws which arise where equity securities (as defined in the Company's Memorandum and Articles of Association) are issued within the Maximum Allotment Amount (authorised unissued share capital), including any related procedures, formalities or actions,

in each case, for the period starting on the date of the passing of this resolution and ending on the fifth anniversary of the date of the publication in the Mémorial C Recueil des Societes et Associations of the deed recording the minutes of the extraordinary general meeting at which this resolution is passed (unless such authorities are earlier renewed, amended or revoked by special resolution).

Agenda of Annual General Meeting

The consolidated financial statements and annual accounts for the Group and standalone financial statements and annual accounts of the Company for the financial year ended 31 December 2011, and the reports of the Board and the independent auditors thereon, will be laid before Shareholders for their consideration at the beginning of the AGM.

Ordinary resolutions

1. To approve the consolidated financial statements and annual accounts of the Group for the financial year ended 31 December 2011.
1. To approve the standalone financial statements and annual accounts of the Company for the financial year ended 31 December 2011.
1. To approve the Directors' Remuneration Report for the financial year ended 31 December 2011.
1. To grant discharge to each person who has served as a director of the Company during the financial year ended 31 December 2011 in respect of certain duties owed to Shareholders under Luxembourg law during the financial year.
1. To approve the allocation of the net profit of the Company for the year ended 31 December 2011 on the following basis:
(A) a final dividend of 2.0 pence per Ordinary Share to be paid on 25 May 2012 to Shareholders on the register of members at the close of business on 27 April 2012; and
(B) the balance of the Company's net profit to be allocated to the Company's retained earnings account.
1. To approve the reappointment of KPMG Luxembourg S.à r.l. as approved independent auditor (réviseur d'enterprises agréé) of the Company to hold office until the conclusion of next year's annual general meeting.
1. To authorise the Directors to determine the remuneration of KPMG Luxembourg S.à r.l. as approved independent auditor (réviseur d'enterprises agréé).
1. To elect Dominique Yates as a director of the Company for a term of up to three years.
1. To re-elect Mark Dixon as a director of the Company for a term of up to three years.
1. To re-elect Lance Browne as a director of the Company for a term of up to three years.
1. To re-elect Elmar Heggen as a director of the Company for a term of up to three years.
1. To re-elect Alex Sulkowski as a director of the Company for a term of up to three years.
1. To re-elect Douglas Sutherland as a director of the Company for a term of up to three years.
1. To resolve that in substitution for any like authority conferred on them at a previous general meeting, the Directors of the Company be generally and unconditionally authorised to exercise all or any of the powers of the Company pursuant to the Company's Memorandum and Articles of Association to allot and issue Relevant Securities (as defined in Article 11(H)(viii) of the Company's Memorandum and Articles of Association) and to allot and issue shares in pursuance of an employee share scheme (including any employee share scheme of any company that is a subsidiary of the Company):
(A) up to an aggregated nominal amount of GBP 3,139,819; and
(B) comprising equity securities (as defined in Article 11(H)(iv) of the Company's Memorandum and Articles of Association) up to a nominal amount of GBP 6,279,638 (after deducting from such limit any relevant securities allotted under paragraph (A) above) in connection with an offer by way of a rights issue:
- (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
- (ii) 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 Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

for a period expiring (unless previously renewed, varied or revoked by the Company in a general meeting) at the conclusion of next year's annual general meeting (or, if earlier, at the close of business on 14 August 2013), save that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities (or shares in pursuance of an employee share scheme) to be allotted and issued after such expiry and the directors may allot and issue Relevant Securities (or shares in pursuance of an employee share scheme) pursuant to such offer or agreement as if the authority conferred hereby had not expired.

1. 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 prior to the conclusion of next year's annual general meeting (or, if earlier, at the close of business on 14 August 2013), if the directors of the Company resolve to hold as treasury shares any shares so purchased or contracted to be purchased.
1. To resolve that the waiver granted by the Panel of the obligation which may otherwise arise, pursuant to Rule 9 of the Code, for Mark Dixon (or any entity through which Mr. Dixon holds shares in the Company) to make a general offer to the other Shareholders for all of their Ordinary Shares as a result of market purchases of up to 25,000,000 Ordinary Shares by the Company pursuant to the authority granted under resolution 18 that could potentially increase Mr. Dixon's shareholding from approximately 34.26 per cent of issued share capital to a maximum of approximately 35.20 per cent of issued share capital (and, taking into account all Existing Waivers, up to a maximum potential holding of approximately 35.44 per cent of issued share capital) be and is hereby approved.

In accordance with the requirements of the Code, Mr. Dixon will not be voting, in respect of resolution 16, his interest in 322,744,607 Ordinary Shares, representing approximately 34.26 per cent of issued share capital. The vote in respect of resolution 16, as is the case for all resolutions to be put to the AGM, will be held by means of a poll vote.

Special resolutions

1. To resolve that the secretary (as defined in the Company's Memorandum and Articles of Association) or any Director be authorised to:
(A) make (or cause to be made) 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 (including shares held in treasury) to reflect changes in the Company's issued share capital (including shares held in treasury); and
(B) make (or cause to be made) all necessary:
- (i) entries in the Company's records and accounts; and
- (ii) all other formalities, actions, deeds and filings in Jersey or Luxembourg,

in connection with each such amendment to the Company's Memorandum and Articles of Association.

1. To resolve that the Board be generally and unconditionally authorised pursuant to article 57 of the Companies (Jersey) Law 1991, article 49-2 of the Luxemburg Companies Laws (as defined in the Company's Memorandum and Articles of Association) and Article 8 of the Company's Memorandum and Articles of Association, to make market purchases of Ordinary Shares, provided that:
(A) the maximum number of Ordinary Shares authorised to be purchased is 94,194,574 (representing approximately 10 per cent of issued share capital at the date hereof) further provided that no purchase shall be made from time to time if such purchase would exceed 10 per cent of the nominal value of the issued share capital (including shares held in treasury) of the Company at that time;
(B) the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is GBP 0.01;
(C) the maximum price, exclusive of any expenses, which may be paid for an Ordinary Share shall be the higher of:
(i) an amount equal to five per cent above the average of the middle market quotations for Ordinary Shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such shares are contracted to be purchased; and
(ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange Daily Official List at the time that the purchase is carried out; and
(D) the authority hereby conferred shall expire at the conclusion of next year's annual general meeting (or, if earlier, at the close of business on 14 August 2013) except that the Company may make a contract to purchase Ordinary Shares under this authority before the expiry of this authority, which will or may be executed wholly or partly after the expiry of this authority, and may make purchases of Ordinary Shares in pursuance of any such contract as if such authority had not expired.
1. To resolve that the Directors be empowered pursuant to the Company's Memorandum and Articles of Association to allot and issue equity securities (as defined in Article 11(H)(iv) of the Company's Memorandum and Articles of Association) wholly for cash pursuant to the authority conferred by resolution 14 above, and/or where such allotment and issue constitutes an allotment and issue of equity securities by virtue of Article 11(H)(i) of the Company's Memorandum and Articles of Association, as if Article 12 did not apply to such allotment and issue, provided that this power:
(A) shall expire on the conclusion of next year's annual general meeting (or, if earlier, at the close of business on 14 August 2013), save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted and issued after such expiry and the Directors may allot and issue equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired; and
(B) shall be limited to:
- (i) the allotment and issue of equity securities in connection with a rights issue, open offer or pre-emptive offer in favour of holders of Ordinary Shares (excluding any shares held by the Company as treasury shares) where the equity securities respectively attributable to the interests of such holders of Ordinary Shares on a fixed record date are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares subject to any exclusions or other arrangements as the Directors may deem necessary or expedient to deal with equity securities representing fractional entitlements and/or to deal with legal or practical problems arising under the laws of, or requirements of, any recognised regulatory body or any stock exchange in any territory or any other matter whatsoever; and
- (ii) the allotment and issue of equity securities wholly for cash otherwise than pursuant to paragraph (B)(i) above up to an aggregate nominal amount of GBP 475,484 (representing approximately 5 per cent of the Company's issued ordinary share capital, including shares held in treasury, as at the date hereof).

13 April 2012

By order of the Board

Tim Regan, Company Secretary

Registered Office:

22 Grenville Street, St Helier, JE4 8PX, Channel Islands Registered in Jersey No. 101523

Central administration (head office): 26 Boulevard Royal, L-2449 Luxembourg

Registered in Luxembourg No. R.C.S. Luxembourg B 141159

Notes

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM and EGM. A Shareholder may appoint more than one proxy in relation to the AGM and EGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Shareholder and further provided that either (i) each proxy is appointed in respect of a different shareholding account of that Shareholder, or (ii) the Shareholder appointing multiple proxies in respect of its shareholding is a professional that is acting on behalf of other individuals or bodies corporate in respect if its shareholding. A proxy need not be a Shareholder of the Company. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this notice. The same Form of Proxy is to be used in respect of both the AGM and EGM. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Capita Registrars on 0871 664 0300. Calls to this number are charged at 10 pence per minute from a BT landline, plus any other network charges (as applicable). Other telephone provider costs may vary. Lines are open 8.30 a.m. (UK time) to 5.30 p.m. (UK time), Monday to Friday (with the exception of UK bank and public holidays). From overseas, please call +44 (0) 208 639 3399. To be valid, any Form of Proxy or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at Capita Registrars (Jersey) Limited, PXS, 34 Beckenham Road, Beckenham, BR3 4TU no later than 11.00 a.m. (Luxembourg time) on 13 May 2012.
1. The return of a completed Form of Proxy or any CREST Proxy Instruction (as defined in paragraph 10 below) will not prevent a Shareholder attending the AGM and EGM and voting in person if he / she wishes to do so.
1. In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
1. Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.
1. Any person to whom this notice is sent who is a person nominated under Article 62 of the Company's articles of association to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM and EGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights.
1. The statements of the rights of Shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above do not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by Shareholders.
1. Pursuant to the Companies (Uncertificated Securities) (Jersey) Order 1999, to be entitled to attend and vote at the AGM and EGM (and for the purpose of the determination by the Company of the votes they may cast), Shareholders must be registered in the register of members of the Company at 6.00 p.m. (Luxembourg time) on 13 May 2012 (or, in the event of any adjournment, 6.00 p.m. (Luxembourg time) on the date which is two days before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meetings. Any person who has sold or otherwise transferred his or her registered holding of ordinary shares in the Company (the "Transferring Shareholder") should pass all the documentation he or she has received in relation with the EGM and the AGM to the purchaser or transferee or to the person who arranged for the sale or transfer so they can pass those documents to the person who now holds the shares. In selling or otherwise transferring such shares, the Transferring Shareholder will cede its rights to attend and vote at the EGM and AGM to the purchaser or transferee. All Shareholders, and only those Shareholders, who are registered in the register of members of the Company at 6.00 p.m. (Luxembourg time) on 13 May 2012 shall be entitled to attend and vote at the EGM and AGM.
1. As at the Latest Practicable Date, the Company's issued share capital consists of 941,945,745 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company are 941,945,745.
1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available at www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by 11.00 a.m. (Luxembourg time) on 13 May 2012. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
1. A Shareholder which is a body corporate and which wishes to be represented at the AGM and EGM by a person with authority to speak and vote (a "corporate representative") must appoint such a person by resolution of its directors or other governing body. A corporate representative has the same powers on behalf of the body corporate he/she represents as that body corporate could exercise if it was an individual member of the Company. Under Jersey law it is not possible for a body corporate to appoint more than one corporate representative.
1. As provided in Article 82 of the Company's Memorandum and Articles of Association, voting on all resolutions set out in this notice (which are Substantive Resolutions) will be conducted by way of a poll rather than on a show of hands.
1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
1. If you submit more than one valid proxy appointment in respect of the same share, the appointment received last before the latest time for the receipt of proxies will take precedence.
1. Members who have general queries about the AGM and EGM should call our shareholder helpline on 0871 664 0300. Calls to this number are charged at 10 pence per minute from a BT landline, plus any other network charges (as applicable). Other telephone provider costs may vary. Lines are open 8.30 a.m. (UK time) to 5.30 p.m. (UK time), Monday to Friday (with the exception of UK bank and public holidays). From overseas, please call +44 (0) 208 639 3399. No other method of communication will be accepted. You may not use any electronic address provided either in this notice or any related documents (including the chairman's letter and Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
1. Under Article 64 of the Company's Memorandum and Articles of Association, Shareholders meeting the threshold requirements set out in that Article have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office. The Company would not require the Shareholders requesting such a website publication to pay the Company's expenses in complying with Article 64(F)(ii) and, if required to place a statement on a website under that Article, it will forward the statement to the Company's auditor not later than the time it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Article 64(F)(ii) to publish on a website.
1. Any member attending the AGM and EGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (ii) the answer has already been given on a website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
1. Shareholders have certain rights to request that the Company add an item to the agenda of the AGM or EGM or to provide a draft resolution to be proposed at the AGM or EGM. To be valid, such a request must be received by the Company at its head office (26 Boulevard Royal, L-2449 Luxembourg or [email protected]) not later than 23 April 2012 and must meet certain other requirements. Further information regarding the other requirements that must be met for Shareholders to exercise these rights can be found in Article 60 (Members' resolutions) and Article 63 (Addition of points to agenda) of the Amended Articles, which are available on the company's website at www.regus.com.
1. A copy of this notice (which contains the full unabridged text of the resolutions to be proposed at the AGM and the EGM), a copy of the Amended Articles and, where relevant, any members' statements, members' resolutions and members' matters of business received by the Company after the date of this notice, can be found at www.regus.com. The documents to be submitted to the AGM (being the consolidated and standalone financial statements and annual accounts of the Company for the financial year ended 31 December 2011, and the reports of the Board and the approved independent auditors thereon) form part of the annual report of the Company for the year ended 31 December 2011, which is also available at www.regus.com. Should you wish to request a further copy of this document, the Amended Articles or the annual report, please send your request to Capita Registrars (Jersey) Limited, 12 Castle Street, St Helier, Jersey JE2 3RT or [email protected].

PART III

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING

The notes on the following pages give an explanation of the proposed resolutions at both the AGM and the EGM.

Resolutions 1 and 2 in the notice of EGM will be proposed as special resolutions and the EGM will be held before a public notary. This means that for each resolution to be passed at the first call of the EGM, a quorum of members representing at least 50 per cent of the issued share capital must be present in person or by proxy and at least two-thirds of the votes cast must be in favour of the resolution. Please note that as there is a higher quorum requirement for an EGM, it is very important that Shareholders cast their vote. We remind you to please ensure that on your Form of Proxy you indicate your voting intentions in respect of all resolutions on the agenda, for both the AGM and the EGM.

Resolutions 1 to 15 (inclusive) in the notice of AGM will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolution 16 will be proposed as an ordinary resolution to Independent Shareholders only. This means that for this resolution to be passed, more than half of the votes cast, on a poll of Independent Shareholders only, must be in favour of the resolution. Resolutions 17 to 19 (inclusive) will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least two-thirds of the votes cast must be in favour of the resolution.

As provided in Article 82 of the Company's Memorandum and Articles of Association, voting on all resolutions set out in this notice will be conducted by way of a poll rather than on a show of hands.

Extraordinary General Meeting

Resolution 1: Amendments to the Company's Memorandum and Articles of Association

As a company incorporated, existing and registered in Jersey with its registered office in Jersey, but which has its place of central administration (head office) in Luxembourg and is accordingly registered as a société anonyme in Luxembourg, the Company must comply with both Jersey law and Luxembourg law, where applicable. Shareholders will recall that at the time of the re-domiciliation of Old Regus to Luxembourg in October 2008 the Company adopted a relatively unusual Memorandum and Articles of Association that takes account of the need to comply with the applicable requirements in both Jersey and Luxembourg, and that where appropriate provisions were also incorporated to enshrine certain rights to which shareholders in a company listed on the London Stock Exchange would normally expect to have.

As mentioned in the Chairman's letter above, the New Luxembourg Law came into force on 1 July 2011. Accordingly, it is proposed in resolution 1 of the EGM that a number of changes be made to the Company's Memorandum and Articles of Association (the "Amended Articles") to reflect certain changes to the rules that apply to the Company following the coming into force of the New Luxembourg Law. The New Luxembourg Law implements the Directive in Luxembourg and the changes are similar to, although not exactly the same as, changes that were made to UK law when the Companies (Shareholders' Rights) Regulations 2009 came into force in August 2009 (the "UK Regulations").

The principal proposed amendments are explained below. The full Amended Articles showing all the changes are available for inspection as noted in the Chairman's letter on page 9 of this document.

Notice period for general meeting

The first change is to amend article 57 (Length of Notice) so that all general meetings must be convened by not less than 30 clear days' notice, rather than the current 16 clear days' notice period. In addition, the convening notice under article 57(A) no longer needs to be published twice with a minimum eight clear day interval. Instead, it must be published once in the Luxembourg Official Gazette and a local Luxembourg newspaper 30 clear days before the general meeting as well as via the RNS provided by the London Stock Exchange. Provisions relating to the double publication of a convening notice and the interval in-between have therefore been deleted from this article.

The second change is to amend articles 57(D) and 68(C) to reflect the requirement that, where a general meeting has to be reconvened due to the lack of the required quorum at the first convened meeting, the 30 clear day notice period referred to in article 57(A) above shall be reduced to not less than 17 clear days, provided that the first convening notice complied in all other respects with article 57 and no new item has been added to the agenda for the meeting.

The 30 clear days' notice period cannot be shortened to 14 clear days in respect of general meetings other than AGMs, which would be the case for a company governed by the UK Regulations.

Right to table draft resolutions

The third change is to amend article 60 (Circulation of Members' Resolutions) so that members representing at least five per cent of the issued share capital of the Company have the right to table draft resolutions for items included or to be included on the agenda of a general meeting. This replaces the current threshold which applies to members holding five per cent of the voting rights of all members who have a right to vote on the resolution at the meeting. Upon receiving such a draft resolution, the Company must give notice of the resolution to each member of the Company not later than 15 clear days prior to the general meeting. In addition, the New Luxembourg Law requires that any such request be in writing, be accompanied by a draft resolution, indicate the postal or electronic address to which the Company may acknowledge receipt of the request and be received at least 22 clear days before the meeting to which the request relates. These requirements have therefore been built into article 60(D). The New Luxembourg Law requirement that the Company acknowledge receipt of such a request within 48 hours of receipt has also been added to article 60(E).

Addition of points to agenda

The fourth change, similar to the above, is to amend article 63 (Addition of Points to the General Meeting Agenda) so that members holding at least five per cent of the share capital of the Company may add a point for discussion to the agenda of the meeting. This replaces the current threshold which applies to members holding at least one tenth of the issued share capital of the Company. In connection with this amendment, it is a New Luxembourg Law requirement that any such request be in hard copy or electronic form, include a justification for its addition to the agenda, indicate the postal or electronic address to which the Company may acknowledge receipt of the request and be received by the Company at least 22 clear days before the meeting to which the request relates, which requirements have been added to article 63. The requirements in the New Luxembourg Law that the Company acknowledge receipt of such a request within 48 hours of receipt and publish a revised agenda not later than 15 clear days prior to the general meeting have also been added at articles 63(C) and 63(D).

Method of service of convening notice

The fifth and final change in connection with the New Luxembourg Law is to amend article 156 (Method of Service) so that any notice convening a general meeting must be served on a member by registered mail, unless the member has in advance consented in writing to service of notices convening general meetings by the other means provided in article 156(F)(i)-(iv), including service by electronic form and publication on a website. The New Luxembourg Law requirement for members to provide express consent in writing to receipt of notices convening general meetings in electronic form is also included in articles 160(A) and (C).

This amendment does not affect the Company's ability to serve other documents and information on shareholders in the same way as is currently done (which for some shareholders will be via the website or e-mail, where they have consented or are deemed to have consented to this). The New Luxembourg Law only changes the position in respect of notices convening a general meeting, and all Shareholders are already sent any meeting notices in hard copy.

Definition of equity securities

The sixth change is unrelated to the New Luxembourg Law. This is an amendment to the definition of "equity securities" in article 11(H)(iv) to incorporate wording which is currently missing in the definition of that term as properly defined in section 560 of the Act. This additional wording provides that a reference to an allotment and issue of equity securities includes "the grant of a right to subscribe for, or to convert any securities into, ordinary shares in the company" but "does not include the allotment of ordinary shares pursuant to such a right". This change is to correct an omission so that the definition of "equity securities" correctly transposes the language from section 560 of the Act (and related sections it cross refers to) to ensure that the position for shareholders is akin to what it would be had the Company been incorporated and registered under the Act.

Quorum requirement for general meetings

The seventh change is also unrelated to the New Luxembourg Law. The opportunity has been taken to clarify when a general meeting is subject to a more onerous quorum requirement for Luxembourg law purposes. The more onerous quorum requirement is that members holding shares representing at least 50 per cent of the issued share capital (excluding shares which do not carry a right to attend and vote at general meetings and treasury shares) must be present in person or by proxy (article 68(A)). Under Luxembourg law, this is only necessary for extraordinary general meetings at which resolutions requiring amendments to the Company's Memorandum and Articles of Association are proposed (such as the EGM being convened in this document). However, in error, the current Memorandum and Articles of Association apply this more onerous requirement to all annual general meetings. Whilst over 50 per cent of voting rights were represented in person or by proxy at each annual general meeting of the Company since Old Regus' migration in 2008, the opportunity is being taken to correct this to match the Luxembourg requirements and to avoid the risk of the annual general meeting business (such as the approval of a final dividend) being unable to proceed due to a lower return of proxy forms and/or attendance at the annual general meeting in any one year. The quorum requirement for an annual general meeting, under article 66, would be two members present in person or by proxy and entitled to vote (but not less than two individuals shall constitute a quorum). This is the same as for a UK company. If amendments to the Company's Memorandum and Articles of Association are proposed, as in the case this year, an extraordinary general meeting would still need to be called and the stricter Luxembourg quorum requirement would apply pursuant to article 68(A). This seventh change has principally been reflected in articles 53 and 54 of the Amended Articles but consequential changes have also been made to certain other articles.

Chairman's casting vote

The eighth change is also unrelated to the New Luxembourg Law. This is to remove the existing proviso that the Chairman should not be resident in the UK for tax purposes in order to have a casting vote at a Board meeting. In the event that the Company appoints a Chairman who is resident in the UK, it is proposed that the Chairman will still be able to have a casting vote in the event of an equality of votes at a Board meeting. To effect this change, the words "provided that the Chairman is not resident in the United Kingdom for tax purposes" will be deleted from the second sentence of article 132 in the Amended Articles.

General

Generally, the opportunity has also been taken, where appropriate, to make a number of tidy-up changes of a minor, clarifying or technical nature, including the deletion of historic references to past events and old statutory provisions.

The French translation of the Company's Memorandum and Articles of Association will also be updated in order to reflect the above changes, subject to shareholder approval. The English text of the Amended Articles will continue to prevail over the French translation.

Resolution 2: Renewal of Maximum Allotment Amount and suppression of Luxembourg preferential subscription rights

At the time of migration in 2008, the Company sought to replicate so far as possible the rules on allotment authority and pre-emption rights that applied to Old Regus (a company incorporated in England and Wales). The Company put in place certain authorities and waivers under Luxembourg law so that rules in the Company's Memorandum and Articles of Association, modelled on the law applicable to Old Regus, could govern the annual allotment authority given to the Board and the pre-emption rights available to Shareholders. These authorities are due to expire in 2013 and the Company mentioned in its prospectus published in September 2008 that the Company would seek renewal of the authorities by special resolution every five years. It is necessary under Luxembourg law that such a special resolution is passed in an EGM before a public notary.

Paragraphs (B) and (C) of resolution 2 constitute an "Authorising Resolution" for the purposes of Articles 11 and 12 of the Company's Memorandum and Articles of Association. As such, resolution 2 of the EGM would:

(i) renew the Board's general and unconditional authority to allot and issue Relevant Securities up to the Maximum Allotment Amount pursuant to Article 11(B); and
(ii) waive the application of statutory pre-emption rights under the Luxembourg Companies Laws in favour of a specific procedure set out in Article 12 of the Company's Memorandum and Articles of Association.

The general authority to allot and issue Relevant Securities within the Maximum Allotment Amount in resolution 2(B), which would last for five years, is subject to the remaining conditions of Article 11. In particular, the Board's authority is limited to what is set out in an ordinary resolution passed annually to enable the Board to exercise the authority to allot during a maximum period of 15 months from the date of passing of the ordinary resolution, and such ordinary resolution must state an "authorised allotment amount" for that period. This year, resolution 14 of the AGM seeks the usual annual allotment authority from Shareholders. Please refer to page 20 for further explanation.

Resolution 2(C) of the EGM would renew the waiver and suppression of any pre-emption rights under Luxembourg law in favour of the procedure in Article 12. The pre-emption rights procedure in Article 12 of the Company's Memorandum and Articles of Association broadly replicates what the position would be if the Company had been incorporated in England and Wales. The Company intends to continue its practice of proposing a resolution at each AGM to approve a limited annual disapplication of the pre-emption rights in the Company's Memorandum and Articles of Association, as explained further in the explanatory note to resolution 19 on page 22.

Resolution 2(C) refers to a report pursuant to article 32-3(5) of Luxembourg Companies Laws on the circumstances and prices of issues of shares for cash without any pre-emptive subscription rights (and related procedures) as provided for by the Luxembourg Companies Laws (the "Report"). The Report is required as a technical matter under Luxembourg law and its purpose is to set out circumstances in which it may be in the best interests of the Company and its Shareholders to issue shares for cash without the application of the pre-emption rights procedures under Luxembourg law.

Luxembourg law permits these authorities to be renewed for a maximum of five years on each occasion. The authorities in resolution 2 of the EGM will expire on the fifth anniversary of the date of the publication in the Mémorial C Recueil des Societes et Associations in Luxembourg of the deed recording the minutes of the EGM (unless such authorities are earlier renewed, amended or revoked by special resolution). The Company expects to propose further renewals of these authorities before they expire.

Annual General Meeting

Resolutions 1 to 3: Directors' reports, financial statements and annual accounts

The Directors are required to present to the AGM the directors' and auditors' reports and the financial statements and annual accounts of both the Company and the Group for the year ended 31 December 2011. In these resolutions 1 to 3, Shareholders are invited to approve the reports and accounts for the financial year ended 31 December 2011. This includes approval of the Directors' Remuneration Report in resolution 3. All London listed companies are required to put their remuneration report to a vote by shareholders. The remuneration report is set out at pages 32 to 38 of the Company's annual report for the year ended 31 December 2011.

Resolution 4: Discharge of directors of the Company for the financial year ended 31 December 2011

In resolution 4, Shareholders are invited to "grant discharge to" all persons who have served as a director of the Company during the financial year ended 31 December 2011 in respect of the performance of certain duties owed to the Company under Luxembourg law during that financial year. The proposal of such resolution to "grant discharge to" the directors of a company at each annual general meeting at which the directors' reports, financial statements and annual accounts are laid and approved is customary under Luxembourg Law. By approving this resolution 4, Shareholders confirm that, based on the Directors' reports and other financial statements for the year ended 31 December 2011, the Directors (and Stephen Gleadle, who was a director of the Company until 31 August 2011) have carried out their mandate to the Company successfully and can therefore be "granted discharge" in respect of the previous financial year. The Directors (and former directors) will then be deemed to have complied with the various duties imposed on them by Luxembourg company law, and which were owed to Shareholders during the year to 31 December 2011, based on the Directors' reports and the financial statements for the year ended 31 December 2011.

Resolution 5: Declaration of final dividend

Final dividends of the Company must be approved by the Shareholders. The Board has recommended a final dividend of 2.0 pence per Ordinary Share which, provided Shareholders approve this resolution 5, will be paid by the Company on 25 May 2012 to all Shareholders on the register of members at the close of business on 27 April 2012.

The final dividend is in addition to the interim dividend of 0.9 pence per Ordinary Share paid on 7 October 2011 to Shareholders on the register of members at the close of business on 9 September 2011.

Following the discontinuation of the Company's dividend access arrangements, all Shareholders are now paid dividends directly from the Company. All such dividends should be payable by the Company without deduction of Luxembourg withholding tax, regardless of the residence of the recipient. In general terms, UK resident Shareholders receiving dividends from the Company should be taxed in the same way as if they had received a dividend from a UK company. Tax outcomes do however depend on the specific circumstances of Shareholders and any Shareholder in doubt about their tax position (including in particular UK resident but non-UK domiciled individuals who have elected to be taxed on a remittance basis) should consult their own professional adviser without delay.

Resolutions 6 and 7: Re-appointment and remuneration of auditors

The approved independent auditor (réviseur d'enterprises agréé) of the Company must be appointed at each general meeting at which the accounts are approved. Resolution 6 proposes the re-appointment of the Company's existing approved independent auditor (réviseur d'enterprises agréé), KPMG Luxembourg S.à r.l. (formerly KPMG Audit S.à r.l.), for a further year. Resolution 7 gives the Directors authority to determine the remuneration of the approved independent auditor (réviseur d'enterprises agréé).

Resolutions 8 to 13: Re-election of directors

Under the Company's Memorandum and Articles of Association, Dominique Yates is required to retire due to Article 102(i), since he has been appointed by the Board since the last annual general meeting. Further, the UK Corporate Governance Code, which replaced the Combined Code for accounting periods beginning on or after 29 June 2010 and applies to all companies with a Premium listing of equity shares regardless of whether they were incorporated in the UK or elsewhere, states that all directors of FTSE 350 companies are required to retire and offer themselves for re-election annually. Accordingly, each of the remaining Directors will also retire and offer themselves for re-election this year.

Biographical details of all of the Directors can be found on page 21 of the Company's annual report for the financial year ended 31 December 2011. Each of the Directors (save for Dominique Yates who has recently been appointed to the Board for the first time) has been subject to a formal performance evaluation by the Chairman during the year and the Board is satisfied that each Director continues to be an effective member of the Board.

Resolution 14: Directors' authority to allot shares

Pursuant to Article 11 of the Company's Memorandum and Articles of Association, the Directors require the authority of the Shareholders in general meeting to allot unissued shares of the Company and this resolution seeks to renew that authority.

Paragraph (A) of this resolution would give the directors the authority to allot Ordinary Shares up to an aggregate nominal amount equal to GBP 3,139,819 (representing 313,981,915 Ordinary Shares of GBP 0.01 each). This amount represents approximately one-third of the issued share capital of the Company as at the Latest Practicable Date.

In line with guidance issued by the Association of British Insurers (the "ABI"), paragraph (B) of this resolution would give the Directors authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to GBP 6,279,638 (representing 627,963,830 Ordinary Shares), as reduced by the nominal amount of any shares issued under paragraph (A) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued share capital of the Company as at the Latest Practicable Date.

The authorities sought under paragraphs (A) and (B) of this resolution will last until the conclusion of next year's annual general meeting (or, if earlier, at the close of business on 14 August 2013). The Directors have no present intention to exercise either of the authorities sought under this resolution, except, under paragraph (A), to satisfy options under the Company's share option schemes. The Directors intend to follow ABI recommendations concerning the use of the authorities sought under paragraphs (A) and (B) of this resolution (including as regards the Directors standing for re-election in certain cases).

As at the Latest Practicable Date, 9,024,077 Ordinary Shares are held by the Company in treasury.

Resolution 15: Authority to hold repurchased shares in treasury

Resolution 15 seeks authority for the Company to repurchase its own shares on the market. Under Jersey law any shares so repurchased (or as the case may be, contracted to be repurchased) are automatically cancelled on repurchase unless Shareholders have authorised the holding of shares in treasury by the Company. Under Luxembourg law shares repurchased in accordance with Article 49-2 of the Luxembourg Companies Law are automatically held in treasury and can only be cancelled by way of shareholder resolution. Accordingly, this resolution seeks authority for 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 at the Latest Practicable Date, 9,024,077 Ordinary Shares are held by the Company in treasury. The Company may at any time hold in treasury shares amounting, in aggregate, to a maximum of 10 per cent of the issued share capital of the Company (including treasury shares).

Resolution 16: Approval of Rule 9 waiver

Pursuant to Rule 9 of the Code and the Waiver granted by the Panel, which is conditional upon Independent Shareholder approval, we are asking the Independent Shareholders to approve the terms of the Waiver in favour of Mark Dixon for the reasons set out in Part IV of this document.

In accordance with the requirements of the Code, Mr. Dixon will not be voting, in respect of this resolution 16, his interest in 322,744,607 Ordinary Shares in the Company, representing approximately 34.26 per cent of issued share capital. The vote in respect of this resolution 16, as is the case for all resolutions to be put to the AGM, will be held by means of a poll vote.

Resolution 17: Approval for secretary to amend the Company's Memorandum and Articles of Association

Under Luxembourg law, a company must state not only its authorised share capital but also its issued share capital (including shares held in treasury) in its articles of association. To comply with Luxembourg law in this regard, on a quarterly basis (if required) the Company will update the statement of its issued share capital which appears in its Memorandum and Articles of Association to reflect any increase in the number of Ordinary Shares in issue (as a consequence of the exercise of any options or otherwise). This update is made by the Directors or company secretary requesting that a Luxembourg public notary make the necessary amendment and file the amended Memorandum and Articles of Association with the Luxembourg RCS (Trade and Companies Registry). The amended Memorandum and Articles of Association will also be filed with the Jersey Companies Registry. As under Jersey law any amendment to the Memorandum and Articles of Association of the Company requires a special resolution, Shareholders are asked to pass this special resolution 17 to approve the updating and filing of amended Memorandum and Articles of Association from time to time in Jersey during the forthcoming year so that the issued share capital statement can be updated on a quarterly basis, if required.

Resolution 18: Authority to purchase own shares

In certain circumstances, it may be advantageous for the Company to purchase its own shares and resolution 18 seeks authority from Shareholders to make such purchases in the market. The Directors consider it desirable for this general authority to be available to provide flexibility in the management of the Company's capital resources. The Directors would do so only when, in the light of prevailing market conditions, they believe that the effect of such purchases is in the best interests of the Company and Shareholders generally and could be expected to result in an increase in the earnings per share of the Company. Any Ordinary Shares purchased under this authority will be held in treasury (until such time as Shareholders approve their cancellation in accordance with Luxembourg law). The Directors have no present intention of exercising the authority to make market purchases, but the authority provides the flexibility to allow them to do so.

Resolution 18 specifies the maximum number of shares which may be purchased (representing approximately 10 per cent of the Company's issued share capital as at the date of this notice) and the minimum and maximum prices at which they may be bought. The authority given by resolution 18 will last until the conclusion of next year's annual general meeting or, if earlier, at the close of business on 14 August 2013 (unless otherwise revoked or varied by the Company in general meeting). The Directors intend to seek renewal of this power at subsequent annual general meetings.

The total number of outstanding options to subscribe for Ordinary Shares at 12 April 2012 (being the latest practicable date for these purposes) was 44,175,211. This represents approximately 4.69 per cent of the issued share capital of the Company at that date. If the Company were to buy back the maximum number of Ordinary Shares permitted pursuant to the passing of this resolution, then the total number of options to subscribe for shares outstanding at the Latest Practicable Date would represent approximately 5.21 per cent of issued share capital.

As at the Latest Practicable Date, 9,024,077 Ordinary Shares are held by the Company in treasury.

Resolution 19: Directors' power to disapply pre-emption rights

Under Article 12 of the Company's Memorandum and Articles of Association, the Directors require the authority of Shareholders in a general meeting to waive the application of any statutory pre-emption rights applicable to the Company under Luxembourg law and to disapply the pre-emption rights set out in Article 12(B) so that they can allot shares in the Company for cash otherwise than to existing holders of Ordinary Shares pro rata to their holdings or alternatively, should appropriate circumstances arise, allot shares in connection with a rights issue (subject to some limited exclusions). The power under the authority granted pursuant to resolution 19 shall be limited to allotments or sales of equity securities in connection with pre-emptive offers or otherwise up to an aggregate nominal value of GBP 475,484, being approximately 5 per cent of the issued share capital of the Company (including shares held in treasury) as at the Latest Practicable Date. In respect of this aggregate nominal amount, the Directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling 3-year period where the Principles provide that usage in excess of 7.5 per cent should not take place without prior consultation with Shareholders.

At the present time there is no intention to exercise this power except to satisfy options under the Company's share option schemes. The authority will expire at the conclusion of next year's annual general meeting of the Company (or, if earlier, at the close of business on 14 August 2013).

PART IV

APPROVAL OF THE RULE 9 WAIVER

SECTION I — BACKGROUND

1. Background

1.1 Mark Dixon (Chief Executive of the Company) held 322,744,607 Ordinary Shares (representing approximately 34.26 per cent of issued share capital) at the Latest Practicable Date. Should his interest in Ordinary Shares increase beyond its current level, he would be required under Rule 9 of the Code to make a general offer for the remainder of the issued share capital of the Company.

Old Regus Waivers

1.2 At a general meeting of Old Regus held on 7 December 2007 and at the annual general meeting of Old Regus held on 20 May 2008, Old Regus shareholders approved various waivers (the "Old Regus Waivers") granted by the Panel in respect of the obligation which would otherwise arise pursuant to Rule 9 of the Code in the event of an increase in Mr. Dixon's interest in Old Regus ordinary shares where the increase occurred as a result of Mr. Dixon exercising any of the options held by him in respect of Old Regus ordinary shares (except those granted under the Regus Value Creation Plan1). At a general meeting and court meeting of Old Regus held on 24 September 2008, Old Regus shareholders approved a scheme of arrangement pursuant to which the entire issued ordinary share capital of Old Regus was cancelled and then restored and issued to the Company. In consideration of this cancellation, Old Regus shareholders (including Mark Dixon) were issued with Ordinary Shares in the Company pro rata to their holdings of ordinary shares in Old Regus. All existing options for Old Regus ordinary shares were rolled over into options for Ordinary Shares in the Company. Prior to the coming into effect of Old Regus' scheme of arrangement on 14 October 2008, the Panel and the Company confirmed that the Old Regus Waivers in respect of Mark Dixon's shareholding in Old Regus would apply equally to his shareholding in the Company. Therefore, the Old Regus Waivers remain in force and will be unaffected by any resolution subsequently passed.

2009 and 2010 Waivers

1.3 At the annual general meeting of the Company held on 19 May 2009 Shareholders approved two further waivers granted by the Panel in respect of the obligation which would otherwise arise pursuant to Rule 9 of the Code in the event of an increase in Mr. Dixon's interest in Ordinary Shares as a result of (i) a repurchase by the Company of Ordinary Shares in which Mr. Dixon did not participate pro rata to his interest, and/or (ii) Mr. Dixon exercising any of the 2009 CIP Options, up to a specified maximum interest of the then issued share capital (taking into account all other share options held by Mr. Dixon at that time except those granted under the Regus Value Creation Plan) (the "2009 Waivers"). At the annual general meeting of the Company held on 18 May 2010 Shareholders approved two further waivers granted by the Panel in respect of the obligation which would otherwise arise pursuant to Rule 9 of the Code in the event of an increase in Mr. Dixon's interest in Ordinary Shares as a result of (i) a repurchase by the Company of Ordinary Shares in which Mr. Dixon did not participate pro rata to his interest, and/ or (ii) Mr. Dixon exercising any of the 2010 LTIP Options (the "2010 Waivers" and, together with the 2009 Waivers and the Old Regus Waivers, the "Existing Waivers"2).

2011 Waiver

1.4 In the notice of the annual general meeting of the Company held on 17 May 2011 (the "2011 AGM") a waiver of the obligation which would otherwise arise pursuant to Rule 9 of the Code in

¹ The Regus Value Creation Plan options are excluded because these options have not been whitewashed — should Mr. Dixon ever exercise these options, he must arrange for the resulting Ordinary Shares to be sold immediately.

² The Existing Waivers relating to repurchases by the Company of Ordinary Shares expired along with the relevant repurchase authorities at the conclusion of the annual general meeting following their approval. Accordingly, only the Existing Waivers relating to the 2009 CIP Options and the 2010 LTIP Options are taken into consideration for the purposes of calculating Mr. Dixon's maximum potential holding in the Company in paragraph 4 below.

the event of an increase in Mr. Dixon's interest in Ordinary Shares as a result of any repurchases of Ordinary Shares by the Company was proposed to Independent Shareholders. However, the relevant resolution (resolution 16) was subsequently withdrawn and not put to a vote at the 2011 AGM. As a result, the Directors were unable to make use of the authority granted under resolution 18 of the 2011 AGM unless (i) arrangements could be put in place to ensure that Mr. Dixon's percentage interest in Ordinary Shares would not increase as a result of any such purchases by the Company of its own shares, or (ii) a further waiver was sought from the Panel in respect of such increases (and Independent Shareholder approval were to be granted in respect thereof). No such arrangements or further waiver were put in place during the year and the Company made no purchases of Ordinary Shares under the repurchase authority granted at the 2011 AGM.

This year's proposed Waiver

1.5 The Directors are again seeking a general authority to make market purchases of the Company's shares pursuant to resolution 18 at this year's AGM. The approval of the Independent Shareholders is being sought, by means of the Waiver Resolution (to be taken on a poll at the AGM), for a Waiver which the Panel has granted (subject to Independent Shareholder approval) in respect of increases in Mr. Dixon's interest in Ordinary Shares as a result of market purchases of up to 25,000,000 Ordinary Shares (representing 2.65 per cent of issued share capital) by the Company pursuant to the authority granted by resolution 18. The Waiver (together with all Existing Waivers) will not permit Mr. Dixon's interest to exceed 35.44 per cent of issued share capital. See further paragraph 4 of Part IV below.

2. Reasons for the Waiver

Rule 9 mandatory offer obligation

2.1 Under Rule 9 of the Code, when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent of the voting rights but does not hold shares carrying more than 50 per cent of the voting rights of such a company, and such person, or any persons acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, a general offer will normally be required to be made by him. Such an offer would have to be made in cash at a price not less than the highest price paid by him, or by any member of the group of persons acting in concert with him, for any interest in shares in the company during the 12 months prior to the announcement of the offer.

Share Purchases

2.2 Under Rule 37 of the Code, any increase in the percentage holding of a shareholder which results from a company purchasing its own shares will also be treated as an acquisition for the purposes of Rule 9 of the Code.
2.3 If Mr. Dixon does not participate pro rata to his interest in the Ordinary Shares in any future repurchases by the Company of its own shares pursuant to the authority to be granted under resolution 18, he will become interested in a greater percentage of Ordinary Shares representing between 30 and 50 per cent of the Company's voting share capital and will therefore be subject to the provisions of Rule 9 of the Code.
2.4 As a result, the Independent Directors consulted with the Panel which agreed, subject to a poll vote of the Independent Shareholders on the Waiver Resolution, that it would waive any obligation that would otherwise arise under Rule 9 as a result of market purchases by the Company of up to 25,000,000 Ordinary Shares pursuant to the authority to be granted under resolution 18, that would take Mr. Dixon's interest in Ordinary Shares to a level above his current interest (being 34.26 per cent of issued share capital) up to a potential maximum of approximately 35.20 per cent. Further, assuming that the Waiver Resolution is approved and taking into account all Existing Waivers, Mr. Dixon would have a maximum potential holding of approximately 35.44 per cent of issued share capital.

3. Independent advice

3.1 Investec has provided advice to the Independent Directors, in accordance with the requirements of paragraph 4(a) of Appendix 1 to the Code, in relation to the granting of the Waiver. As part of its advice to the Independent Directors in connection with the Waiver, Investec considered the following factors:
(A) Investec believes that Mr. Dixon's continued shareholding forms an important part of the investment case for Shareholders, since it aligns his interests with Shareholders' interests;
(B) given Mr. Dixon's position as Chief Executive Officer of the Company, Investec believes that Shareholders should welcome the long-term participation by Mr. Dixon in the equity of the Company; and
(C) Investec believes that the maximum potential increase in Mr. Dixon's shareholding resulting from the repurchase of Ordinary Shares will not be material from a control perspective.
3.2 This advice was provided by Investec to the Independent Directors of the Company only and in providing such advice Investec has taken into account the Independent Directors' commercial assessments as well as the confirmations of his future intentions that Mr. Dixon has provided to the Company as set out in paragraph 6 of this Section I of this Part IV.

4. Maximum potential holding

4.1 Pursuant to the Code, it is necessary to provide an illustration of Mr. Dixon's maximum potential interest in Ordinary Shares based on certain assumptions.
4.2 Assuming (i) the repurchase of 25,000,000 Ordinary Shares pursuant to the authority granted in resolution 18; (ii) no pro rata participation or other sales of interests in Ordinary Shares by Mr. Dixon in connection with any share repurchases or otherwise; (iii) full exercise by Mr. Dixon of all options held by Mr. Dixon as at the Latest Practicable Date (except those granted under the Regus Value Creation Plan)³ and all option exercises being satisfied out of treasury or with newly issued shares; and (iv) no other person exercising any options or any other rights to subscribe for Ordinary Shares, Mr. Dixon's maximum potential interest in the Ordinary Shares if the Waiver is approved would be as set out in the following table:

Mark Dixon's current	Number of Ordinary	Maximum potential	Mark Dixon's maximum
interest in Ordinary	Shares in issue as at the	number of Ordinary	potential interest in
Shares	Latest Practicable Date	Shares in issue	Ordinary Shares
322,744,607/34.26%	941,945,745	920,329,154	326,128,016/35.44%

5. Further explanation of the Waiver and the Waiver Resolution

5.1 The Waiver will apply, provided the Waiver Resolution is approved by the Independent Shareholders, only in respect of increases in Mr. Dixon's percentage interest in Ordinary Shares resulting from repurchases of Ordinary Shares under resolution 18 up to a maximum of 25,000,000 Ordinary Shares. It will not apply in respect of other increases in Mr. Dixon's percentage interest in Ordinary Shares (arising, for example, from market purchases of Ordinary Shares by or on behalf of Mr. Dixon or repurchases by the Company of Ordinary Shares under resolution 18 once the limit of 25,000,000 Ordinary Shares in the Waiver Resolution has been exceeded). As explained above, if there are any repurchases of its own shares by the Company in which Mr. Dixon does not participate pro rata to his interests in Ordinary Shares, Mr. Dixon will be interested in Ordinary Shares carrying 30 per cent or more of the Company's voting share capital but will not hold Ordinary Shares carrying more than 50 per cent of such voting rights and any further increase in that interest in Ordinary Shares (other than pursuant to the proposals set out in this document and as approved by the Waiver Resolution or pursuant to the Existing Waivers) will be subject to the provisions of Rule 9 of the Code.

³ The total number of Ordinary Shares represented by Mr. Dixon's share options, excluding those under the Regus Value Creation Plan, as at the Latest Practicable Date is 3,383,409. The Regus Value Creation Plan options are excluded because these options have not been whitewashed — should Mr. Dixon ever exercise these options, he must arrange for the resulting Ordinary Shares to be sold immediately.

5.2 The authority under resolution 18 and the Waiver will (unless varied, revoked or renewed) expire at the conclusion of the next annual general meeting of the Company. It has been the Company's regular practice to seek Shareholders' approval at each annual general meeting for the Company to be authorised to purchase its own shares. Up to the Latest Practicable Date, the Company had not repurchased any Ordinary Shares under the authority granted by Shareholders at the 2011 AGM. The Directors have no present intention of exercising the new authority to make market purchases but the authority in resolution 18 would provide flexibility to allow them to do so.
5.3 The Independent Directors envisage that Shareholder approval for a further repurchase authority may be sought at the annual general meeting of the Company in 2013. At that time, the Independent Directors will consider whether to seek a further waiver by the Panel of any obligation of Mr. Dixon under Rule 9 of the Code to make a general offer to the Shareholders of the Company to purchase their shares as a result of an increase in his percentage interest in Ordinary Shares arising from the purchase by the Company of its own shares pursuant to such further authority. Any further waiver granted by the Panel would again be conditional upon Independent Shareholder approval at that time.
5.4 If the Independent Shareholders do not approve the Waiver Resolution but resolution 18 is passed, the Board will not make use of the authority to be granted under resolution 18 unless arrangements can be put in place to ensure that Mr. Dixon's percentage interest in the Ordinary Shares will not increase as a result of any future purchases by the Company of its own shares or a further waiver is sought from the Panel in respect of such increases (and Independent Shareholder approval is granted), since, based on the issued share capital of the Company and Mr. Dixon's percentage interest in the Ordinary Shares as at the Latest Practicable Date, any purchases by the Company of its own shares from Shareholders other than Mr. Dixon could result in Mr. Dixon having to make a mandatory offer to all Shareholders under Rule 9 of the Code.
5.5 Similarly, if the Waiver Resolution and resolution 18 are approved, and the Company subsequently repurchases 25,000,000 Ordinary Shares under resolution 18, the Board will not repurchase any further Ordinary Shares under resolution 18 unless arrangements can be put in place to ensure that Mr. Dixon's percentage interest in Ordinary Shares will not increase as a result of any further purchases by the Company of its own shares or a further waiver is sought from the Panel in respect of such increases (and Independent Shareholder approval is granted).

Poll vote of Independent Shareholders

5.6 As required by the Code, voting on resolution 16 at the AGM will be by means of a poll of Independent Shareholders.

6. Mark Dixon's intentions

6.1 Mr. Dixon has confirmed to the Company that he is not proposing, following any increase in his percentage interest in Ordinary Shares as a result of repurchases by the Company of its own shares, to seek any change in the composition of the Board or to the general nature or any other aspect of the Company's business.
6.2 Mr. Dixon has also confirmed that his intentions regarding the future of the Company's (and its subsidiaries') businesses, his intentions regarding the locations of the Company's (and its subsidiaries') places of business and his intentions regarding the continued employment of their employees and management, including any material change in conditions of employment, will not be altered as a result of the proposals set out in this document, nor will there be any redeployment of the fixed assets of the Company (or any of its subsidiaries) as a result of such proposals.
6.3 Mr. Dixon has not taken part in any decision of the Independent Directors relating to the proposals set out in this document, since it is his interest in Ordinary Shares which is the subject of the Waiver. Mr. Dixon has confirmed he shall not vote on the Waiver Resolution. Additionally, Mr. Dixon has confirmed that, if the Waiver Resolution is approved by the Independent Shareholders, he will not participate in Board decisions in relation to any further repurchases by the Company of its own shares pursuant to the authority granted by resolution 18.

7. Recommendation by Independent Directors

The Independent Directors, who have been so advised by Investec, consider the Waiver to be fair and reasonable and in the best interests of the Company and the Independent Shareholders as a whole. In providing advice to the Independent Directors, Investec has taken into account the Independent Directors' commercial assessments. Accordingly, the Independent Directors unanimously recommend that Independent Shareholders vote in favour of the Waiver Resolution at the AGM, as they intend to do in respect of their own beneficial shareholdings (representing approximately 0.11 per cent of issued share capital). Mr. Dixon will not be voting his interest in 322,744,607 Ordinary Shares, representing approximately 34.26 per cent of issued share capital, in relation to the Waiver Resolution. In addition, Mr. Dixon has not participated in the Board's consideration of the Waiver.

1. Responsibility

1.1 The Directors accept responsibility for the information contained in this document, save that:
(A) Mark Dixon, who has not participated in the Board's consideration of the Waiver, takes no responsibility for the paragraph on page 27 entitled "Recommendation by Independent Directors" or for the Independent Directors' recommendation on the last paragraph of page 8; and
(B) the only responsibility accepted by the Independent Directors in respect of the information in this document relating to Mark Dixon has been to ensure that such information has been correctly and fairly reproduced or presented (and no steps have been taken by the Independent Directors to verify this information). To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Part IV for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
1.2 Mark Dixon accepts responsibility for the information contained in this document which relates to him. To the best of his knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this document for which he is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Directors

The Directors of the Company and their functions are as follows:

Name	Function
Douglas Sutherland Mark Dixon Dominique Yates Lance Browne Elmar Heggen Alex Sulkowski	Chairman Chief Executive Officer Chief Financial Officer Senior Independent Non-Executive Director Non-Executive Director Non-Executive Director

3. Interests and dealings

3.1 As at the close of business on the Latest Practicable Date, the interests, rights to subscribe and short positions of the Directors, their immediate families and persons connected with them (within the meaning of Part 22 of the Act) in Ordinary Shares (all of which are beneficial unless stated) which would be required to be notified pursuant to Part 22 of the Act and related regulations, or which would be required to be entered in the register maintained under Part 22 of the Act, were as set out below:

Director	Number of Ordinary Shares	Percentage of current issued Ordinary Shares
Douglas Sutherland	400,000	0.042%
Mark Dixon	322,744,6074	34.26%
Dominique Yates	641,989	0.068%

⁴ The interests of Mr. Dixon are held indirectly through Estorn Limited. On 8 April 2011, Mr. Dixon granted security, by way of a pledge over 322,028,792 Ordinary Shares, in respect of a loan of up to £16 million, and this pledge remains in place.

3.2 As at the close of business on the Latest Practicable Date, details of options over Ordinary Shares granted to the Directors under the Regus CIP, all for nil consideration, were as set out below:

Director	Interest in options and awards over Ordinary Shares	Grant date	Exercise price (pence)	Exercise date	Expiry date
Mark Dixon
CIP — Matching shares	422,360	18/03/2008	0.0000	1/03/2013	17/03/2018
CIP — Matching shares	422,360	18/03/2008	0.0000	1/03/2014	17/03/2018
CIP — Matching shares	422,360	18/03/2008	0.0000	1/03/2015	17/03/2018
CIP — Matching shares	532,060	23/03/2009	0.0000	1/03/2013	22/03/2019
CIP — Matching shares	532,060	23/03/2009	0.0000	1/03/2014	22/03/2019
CIP — Matching shares	532,060	23/03/2009	0.0000	1/03/2015	22/03/2019
	2,863,260

3.3 As at the close of business on the Latest Practicable Date, the beneficial interests of the Directors in options over Ordinary Shares granted under the LTIP, all for nil consideration, were as set out below:

Director	Interest in options and awards over Ordinary Shares	Grant date	Exercise price (pence)	Exercise date	Expiry date
Mark Dixon
LTIP shares	520,149 520,149	23/03/2010	0.0000	23/03/2013	23/03/2020

3.4 As at the close of business on the Latest Practicable Date, details of options over Ordinary Shares granted to the Directors under the Regus Value Creation Plan, all for nil consideration and with no expiry date, were as set out below:

Director	Interest in options over Ordinary Shares
Mark Dixon	2,500,0005

3.5 As at the close of business on the Latest Practicable Date, none of Mr. Dixon, his immediate family or persons connected to him (within the meaning of Part 22 of the Act and related regulations) had any interests, rights to subscribe or short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in any relevant Regus securities, save as disclosed in paragraphs 3.1 to 3.4 above and 3.6 below.
3.6 As at the close of business on the Latest Practicable Date, none of Mr. Dixon, his immediate family or persons connected with him (within the meaning of Part 22 of the Act) had any dealings (including borrowing or lending) in relevant Regus securities which took place during the period beginning 12 months preceding the date of this document and ending on the Latest Practicable Date, save that:
(A) on 12 April 2012, Mr. Dixon exercised his right to acquire 316,770 Ordinary Shares awarded to him as nil cost options on 18 March 2008 and 399,045 Ordinary Shares awarded to him as nil cost options on 23 March 2009, in each case by the Company under the Regus CIP. Any increase in Mr. Dixon's shareholding as a result of the exercise of these options to acquire Ordinary Shares was included within the Existing Waivers. No obligations therefore arose pursuant to Rule 9 of the Code in respect of the increase in Mr. Dixon's shareholding by 715,815 Ordinary Shares on 12 April 2012. As at 12 April 2012, Mr. Dixon held an interest in an aggregate amount of 322,744,607 Ordinary Shares (representing approximately 34.26 per cent of issued share capital); and

⁵ Mr. Dixon previously held options over 3,500,000 Ordinary Shares under the Regus Value Creation Plan. 1,000,000 such options lapsed during 2011.

(B) on 12 April 2012, Mr. Dixon transferred the 715,815 Ordinary Shares acquired by him on 12 April 2012 to Estorn. The consideration for this transfer was a loan note issued by Estorn to Mr. Dixon for an amount equal to the fair market value of the 715,815 Ordinary Shares as at 12 April 2012.
3.7 As at the close of business on the Latest Practicable Date, none of the Company, any persons acting in concert with the Company, Mr. Dixon or any persons acting in concert with Mr. Dixon had borrowed or lent any relevant Regus securities.
3.8 As at the close of business on the Latest Practicable Date, none of the Directors, their immediate families or persons connected with them (within the meaning of Part 22 of the Act) had any interests, rights to subscribe or short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in any relevant Regus securities, save as disclosed in paragraphs 3.1 to 3.4 and 3.6 above.
3.9 As at the close of business on the Latest Practicable Date no person acting in concert with the Company had any interests, rights to subscribe or short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in relevant Regus securities.
3.10 As at the close of business on the Latest Practicable Date, neither Investec nor any other connected adviser of the Company (including any person controlling, controlled by or under the same control as it) had any interests, rights to subscribe or short positions in relevant Regus securities.
3.11 In this paragraph 3, references to "relevant Regus securities" are to Ordinary Shares and securities convertible into, rights to subscribe for, derivatives referable to and agreements to sell or any delivery obligations in respect of, or rights to require another person to purchase or take delivery of Ordinary Shares.

4. Arrangements in connection with the proposal

Mr. Dixon has not entered into any agreement, arrangement or understanding: (i) with any of the Independent Directors (or their close relatives and related trusts) which has any connection with or dependence upon the proposals set out in this Part IV; or (ii) for the transfer of any Ordinary Shares acquired by Mr. Dixon. In addition, the Independent Directors are not aware of any agreement, arrangement or understanding having any connection with or dependence upon the proposals set out in this Part IV between Mr. Dixon and any person interested or recently interested in Ordinary Shares, any other recent director of the Company or Investec (or any person who is, or is presumed to be, acting in concert with Investec).

5. Directors' service contracts

5.1 Details of the service agreements currently in place between the Company (contracting through a wholly-owned subsidiary in each case) and the Executive Directors are set out below:

Executive Director	Effective Date of contract	Term	Notice period
Mark Dixon	14 October 2008	—	12 months
Dominique Yates	1 September 2011	—	12 months

5.2 Details of the appointment agreements currently in place between the Company and the Non-Executive Directors are set out below:

Non-Executive Director	Effective date of agreement	Term	Notice period
Douglas Sutherland	27 August 2008	3 years	6 months
Lance Browne .	27 August 2008	3 years	6 months
Elmar Heggen	1 June 2010	3 years	6 months
Alex Sulkowski	1 June 2010	3 years	6 months

5.3	The	aggregate	emoluments,	excluding	pensions,	of	the	Directors	for	the	year	ended
			31 December 2011 are set out below:

Executive	Salary £'000	Fees £'000	Benefits £'000	Compensation for loss of office £'000	Bonus £'000	Total £'000
Mark Dixon	522.8	—	48.1	—	522.8	1093.7
Stephen Gleadle6	200.0	—	26.2	300.0	150.0	676.2
Dominique Yates	110.0	—	42.0	—	110.0	262.0
Non-Executive
Douglas Sutherland	—	152.5	—	—	—	152.5
Lance Browne	—	54.7	—	—	—	54.7
Elmar Heggen	—	48.3	—	—	—	48.3
Alex Sulkowski	—	48.3	—	—	—	48.3

The maximum bonus potential, for the Executive Directors, for the year ended 31 December 2011 was 200 per cent of salary, consisting of a standard bonus (100 per cent of salary) and a discretionary bonus (100 per cent of salary) for exceptional performance. For the year ended 31 December 2011 both Mark Dixon and Dominique Yates received a cash bonus equal to 100 per cent of salary (equivalent to 50 per cent of the maximum bonus potential). The bonus paid to Dominique Yates was pro-rated to reflect the fact that he started his employment on 1 September 2011. No additional discretionary bonus was paid.

5.4 None of the Executive Directors' service contracts is for a fixed term. Each service contract is to continue until terminated by the relevant Executive Director or the Company and incorporates a provision for termination or a compensation payment in lieu of notice. An Executive Director's compensation payment in lieu of notice would comprise 12 months' salary at his then current base pay, with the Executive Director remaining eligible to receive bonuses. The compensation payment is payable where the requisite 12 months' notice is not given to the Executive Director. In the unlikely event that the contract is terminated for cause, such as gross misconduct, the Company may terminate the contract with immediate effect, in which case no compensation payment would be payable. Each Executive Director's rights in respect of any options or awards granted to him under any employee share scheme of the Company will be determined in accordance with the rules of the relevant scheme. Pension entitlements are dealt with in accordance with the terms and conditions of the applicable pension scheme and do not form part of the contractual compensation payment. Each of the service contracts may be re-executed during the term of the Executive Director's appointment to take account of variations in terms and conditions as well as changes in best practice.
5.5 The appointment agreements provide that a new Non-Executive Director is appointed for a specified term, being an initial three-year period. Subsequent re-appointment is subject to endorsement by the Board and the approval of Shareholders. Either the Non-Executive Director or the Company may terminate the appointment by giving the other party six months' notice; compensation may be payable in the event that the requisite six months' notice is not given by either party (unless the termination is for cause).
5.6 Following a review of Non-Executive Director fees in May 2011, the fees for the Chairman and the Non-Executive Directors were increased with effect from 1 June 2011. The overall structure of Mark Dixon's remuneration package, as Chief Executive Officer, was also reviewed. Following that review, Mr Dixon's salary was increased to £565,000 with effect from 1 January 2012. Save for these increases, there have been no new Directors' service contracts or letters or terms of appointment or amendments to existing Directors' service contracts or letters or terms of appointment within the period of six months prior to the date of this document.

⁶ Stephen Gleadle resigned as Chief Financial Officer on 31 August 2011. Dominique Yates was appointed as Chief Financial Officer and Executive Director of the Board with effect from 1 September 2011.

6. Information on Mark Dixon

Mark Dixon of L'Estoril, 31 Avenue Princesse Grace, MC 98000, Monaco founded the Regus group in 1989 and has been Chief Executive for over 22 years. Prior to Regus, Mr. Dixon established businesses in the retail and wholesale food industries.

7. Financial and other information on the Company

7.1 The Regus Group is the world's largest provider of outsourced workplaces. For the year to 31 December 2011, the Group delivered revenues of £1162.6 million, operating profit of £50.6 million, basic earnings per share of 4.0 pence and ended the year with a net cash position of £188.3 million.
7.2 As set out in Section III of this Part IV, this document incorporates by reference:
the audited consolidated financial statements of the Group, and the related auditor's report of KPMG Luxembourg S.à r.l. thereon, for the year ended 31 December 2011; and
the audited consolidated financial statements of the Group, and the related auditor's report of KPMG Audit S.à r.l. thereon, for the year ended 31 December 2010.

Please refer to Section III of this Part IV for a list of cross references to the relevant sections of these reports and accounts, and for how to access this information.

7.3 There have been no material changes in the financial or trading position of the Company since 31 December 2011 (the date of its most recent published accounts).

8. Material contracts

During the period beginning two years preceding the date of this document and ending on the Latest Practicable Date, the Company and its subsidiaries have not entered into any material contracts otherwise than in the ordinary course of business.

9. Middle market quotations

Set out below are the middle market quotations for an Ordinary Share, as derived from the Daily Official List of the London Stock Exchange plc, for the first business day of each of the six months set out below and for the Latest Practicable Date:

Date	Price per Ordinary Share (pence)
1 November 2011	74.35
1 December 2011	91.45
3 January 2012	89.30
1 February 2012	99.35
1 March 2012	112.80
2 April 2012	114.00
12 April 2012	115.40

10. Consent

Investec has given and has not withdrawn its written consent to the issue of this document with the references to it in the form and context in which they appear.

SECTION III — INFORMATION INCORPORATED BY REFERENCE

The table below sets out the various sections of those documents which are incorporated by reference into this document, so as to provide the information required pursuant to the Code. These documents will also be available at the Company's website, www.regus.com, from the date of this document and available for inspection as set out on page 9 of this document.

Document	Section	Page number(s) in such document
2011 Group Financial Statements (Click on pdf of "Regus plc consolidated report and accounts 2011" at http://www.regus.co.uk/investors/ annual-reports.aspx)	Consolidated income statement	40
	Consolidated balance sheet .	43
	Consolidated cash flow statement .	44
	Consolidated statement of changes in equity .	42
	Accounting policies .	45
	Notes to the consolidated financial statements	45
	Independent auditor's report	39
2010 Group Financial Statements (Click on pdf of "Regus plc consolidated report and accounts 2010" at http://www.regus.co.uk/ investors/annual-reports.aspx)	Consolidated income statement	32
	Consolidated balance sheet .	35
	Consolidated cash flow statement .	36
	Consolidated statement of changes in equity .	34
	Accounting policies .	37
	Notes to the consolidated financial statements	37
	Independent auditor's report	31

Any Shareholder, person with information rights or other person to whom this document is sent may request a copy of each of the documents set out above in hard copy form. Hard copies will only be sent where valid requests are received from such persons. Requests for hard copies are to be submitted to our registrar, Capita, by calling 0871 664 0300. Calls to this number are charged at 10 pence per minute from a BT landline, plus any other network charges (as applicable). Other telephone provider costs may vary. Lines are open 8.30 a.m. (UK time) to 5.30 p.m. (UK time), Monday to Friday (with the exception of UK bank and public holidays). If from overseas, please call +44 (0) 208 639 3399. Requests can also be made by writing to Capita Registrars (Jersey) Limited, PXS, 34 Beckenham Road, Beckenham BR3 4TU. All valid requests will be dealt with as soon as possible and hard copies mailed by no later than two business days following such request.

The documents incorporated by reference into this document have been incorporated in compliance with Rule 24.15 of the Code.

Printed by RR Donnelley 322381

AI assistant

IWG Plc — AGM Information 2012

6276_agm-r_2012-04-13_93179cf0-f54a-4e70-8c0a-3202df3d70cd.pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Regus plc (société anonyme) (the "Company")

NOTICE OF ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING

CONTENTS

DEFINITIONS

PART I

LETTER FROM THE CHAIRMAN

Regus plc (société anonyme)

(the "Company")

Registered Office:

Central administration (head office):

Directors

Notice of annual general meeting and extraordinary general meeting of the Company, to be held on 15 May 2012

Final dividend

New Luxembourg Law and Amendments to Memorandum and Articles of Association

Renewal of Maximum Allotment Amount and suppression of Luxembourg pre-emption rights

Rule 9 Waiver granted by the Panel in favour of Mark Dixon

General

Inspection of documents

PART II

NOTICE OF THE 2012 ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING

Regus plc (société anonyme)

Agenda of Extraordinary General Meeting

Agenda of Annual General Meeting

Ordinary resolutions

Special resolutions

13 April 2012

Registered Office:

Central administration (head office): 26 Boulevard Royal, L-2449 Luxembourg

Notes

PART III

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING

Extraordinary General Meeting

Resolution 1: Amendments to the Company's Memorandum and Articles of Association

Notice period for general meeting

Right to table draft resolutions

Addition of points to agenda

Method of service of convening notice

Definition of equity securities

Quorum requirement for general meetings

Chairman's casting vote

General

Resolution 2: Renewal of Maximum Allotment Amount and suppression of Luxembourg preferential subscription rights

Annual General Meeting

Resolutions 1 to 3: Directors' reports, financial statements and annual accounts

Resolution 4: Discharge of directors of the Company for the financial year ended 31 December 2011

Resolution 5: Declaration of final dividend

Resolutions 6 and 7: Re-appointment and remuneration of auditors

Resolutions 8 to 13: Re-election of directors

Resolution 14: Directors' authority to allot shares

Resolution 15: Authority to hold repurchased shares in treasury

Resolution 16: Approval of Rule 9 waiver

Resolution 17: Approval for secretary to amend the Company's Memorandum and Articles of Association

Resolution 18: Authority to purchase own shares

Resolution 19: Directors' power to disapply pre-emption rights

PART IV

APPROVAL OF THE RULE 9 WAIVER

SECTION I — BACKGROUND

1. Background

Old Regus Waivers

2009 and 2010 Waivers

2011 Waiver

This year's proposed Waiver

2. Reasons for the Waiver

Rule 9 mandatory offer obligation

Share Purchases

3. Independent advice

4. Maximum potential holding

5. Further explanation of the Waiver and the Waiver Resolution

Poll vote of Independent Shareholders

6. Mark Dixon's intentions

7. Recommendation by Independent Directors

1. Responsibility

2. Directors

3. Interests and dealings

4. Arrangements in connection with the proposal

5. Directors' service contracts

IWG Plc AGM Information 2012