IWG Plc — AGM Information 2012

May 15, 2012

RESOLUTIONS

OF

REGUS PLC (société anonyme)

(the "Company")

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(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 societe anonyme under number R.C.S. Luxembourg B 141159)

Registered Office: 22 Grenville Street, St Helier, JE4 8PX, Channel Islands Jersey company registration number: 101523 Central administration (head office): 26 Boulevard Royal, L-2449 Luxembourg

(passed on 15 May 2012)

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At an extraordinary general meeting and an annual general meeting of the Company duly convened and held on 15 May 2012, each of the following resolutions were passed (at the Extraordinary General, resolutions 1 and 2 as special resolutions; and at the Annual General Meeting, resolutions 1 to 16 (inclusive) as ordinary resolutions and resolutions 17 to 19 (inclusive) as special resolutions):

Extraordinary General Meeting Special resolutions

• 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).

Annual General Meeting 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.

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).