IWG Plc — AGM Information 2017

Apr 11, 2017

Form of proxy for the Annual General Meeting 2017

For use by shareholders of IWG plc (the “Company”).

Attendance Card for the Annual General Meeting 2017

For use by shareholders of IWG plc (the “Company”).

==> picture [81 x 50] intentionally omitted <==

==> picture [81 x 50] intentionally omitted <==

I, the undersigned, being (a) shareholder(s) of the Company, and having taken full notice of the agenda for the Annual General Meeting 2017 (the “AGM”) as set out in the Notice dated 11 April 2017, hereby appoint the Chairman of the Meeting or Bar Code: (Name of proxy in block capitals) (see note 2) (Number of shares) (see note 3) Investor Code: Event Code:

as my / our proxy to exercise all of my / our rights to attend, speak and vote in respect of my / our voting entitlement and on my / our behalf at the AGM at 11.00am (Swiss + time) 10.00am (UK time) on 16 May 2017 at Dammstrasse 19, CH-6300, Zug, Switzerland and at any adjournment thereof.

• [Please tick here if this proxy appointment is one of multiple appointments being made by the same shareholder (see note 3).]

The Annual General Meeting 2017 will be held at 11.00am (Swiss time) 10.00am (UK time) on 16 May 2017 at Dammstrasse 19, CH-6300, Zug, Switzerland.

If you wish to attend the Meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company’s registrars.

You may submit your proxy electronically using the Share Portal service at www.capitashareportal.com. If not already registered for the Share Portal, you will need your Investor Code below.

==> picture [182 x 48] intentionally omitted <==

----- Start of picture text -----

Signature of Barcode:
person attending
Investor Code:
----- End of picture text -----

Dear Shareholder

I have pleasure in enclosing a Form of Proxy for the Annual General Meeting 2017 (“AGM”) to be held on 16 May 2017. The convening notice dated 11 April 2017 (the “Notice of AGM”) and enclosed with this Form of Proxy is also available online at www.iwgplc.com. Terms not otherwise defined herein shall have the meaning as set out in the Notice of AGM.

If you are unable to attend the AGM on 16 May 2017, you should complete, sign and return the attached Form of Proxy, using the enclosed pre-paid reply envelope.

==> picture [81 x 50] intentionally omitted <==

• I / We wish my / our proxy to vote as indicated in respect of the resolutions to be proposed at the AGM. (Please indicate which way you wish your proxy to vote by ticking the appropriate box alongside each resolution (see notes 4 and 5)).

Resolutions Please mark ‘X’ to indicate how you wish to vote

Annual General Meeting Ordinary Resolutions	Annual General Meeting Ordinary Resolutions	For	Against	Vote withheld
1	To receive the Company’s Annual Report and Accounts.
2	To approve, on an advisory basis, the Annual Report on Remuneration for the fnancial year ended 31 December 2016, as set out on pages 50 to 60 of the Company’s Annual Report and Accounts.
3	To authorise the payment of a fnal dividend on the Ordinary Shares of 3.55 pence per Ordinary Share for the year ended 31 December 2016 on 26 May 2017 to Shareholders on the register at the close of business on 28 April 2017.
4	To approve the re-appointment of KPMG Ireland as independent auditor of the Company to hold offce until the conclusion of next year’s annual general meeting.
5	To authorise the Directors to determine the remuneration of KPMG Ireland as independent auditor.
6	To re-elect Mark Dixon as a director of the Company for a term of up to three years.
7	To re-elect Dominik de Daniel as a director of the Company for a term of up to three years.
8	To re-elect Elmar Heggen as a director of the Company for a term of up to three years.
9	To re-elect Nina Henderson as a director of the Company for a term of up to three years.
10	To re-elect François Pauly as a director of the Company for a term of up to three years.
11	To re-elect Florence Pierre as a director of the Company for a term of up to three years.
12	To re-elect Douglas Sutherland as a director of the Company for a term of up to three years.
13	To authorise the allotment and issue of Relevant Securities, as more fully set out in the convening notice.
14	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 15, as more fully set out in the convening notice.
Special Resolutions
15	To authorise the market purchase of Ordinary Shares, as more fully set out in the convening notice.
16	To authorise the disapplication of pre-emption rights, as more fully set out in the convening notice.
17	To authorise the further disapplication of pre-emption rights to be used only for the purpose of fnancing (or refnancing) an acquisition or other capital investment, as more fully set out in the convening notice.
18	To resolve that a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days’ notice.

If you wish to attend this meeting, please remember to bring along the Attendance Card printed above.

Tim Regan

Company Secretary

11 April 2017

Signature (see note 6)

Date

Please refer to the important notes overleaf

Form of proxy for the Annual General Meeting 2017 For use by shareholders of IWG plc (the “Company”).

Attendance Card for the Annual General Meeting 2017 For use by shareholders of IWG plc (the “Company”).

==> picture [81 x 50] intentionally omitted <==

==> picture [81 x 50] intentionally omitted <==

Notes

Notes in respect of the Form of Proxy

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

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

3. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to different shares and further provided that either (i) each proxy is appointed in respect of a different shareholding account, or (ii) you are a professional that is acting on behalf of other individuals or bodies corporate in respect of your shareholding. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may copy this form or (an) additional proxy form(s) may be obtained by contacting the Company’s registrar on its helpline – 0871 664 0300. Calls cost 12p per minute plus your phone company’s access charge. If you are outside the United Kingdom, please call +44 371 664 0300. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 9.00 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales.. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank the proxy holder will be authorised in respect of your full voting entitlement . Please also indicate by ticking the relevant box if the proxy appointment is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope.

4. Please indicate how you wish your proxy to vote by ticking the appropriate box opposite the resolution. In the absence of instructions, the person appointed proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or abstain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the AGM. This is particularly relevant where the Chairman of the Meeting, or any other director, is appointed as proxy, as in some cases there may be a conflict between the Chairman’s (or director’s) interests and the shareholders’ interests.

5. The “Vote withheld” option is provided to enable you to abstain on any particular resolution. However, it should be noted that a “Vote withheld” is

not a vote in law and will not be counted in the calculation of the proportion of votes for and against a resolution.

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

2. If a shareholder (the “Transferring Shareholder”) sells or otherwise transfers its registered holding of shares in the Company prior to close of business in the UK on 12 May 2017, the Transferring Shareholder should pass the notice of AGM and this Form of Proxy 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. In selling or otherwise transferring such shares, the Transferring Shareholder will cede its right to attend and vote at the AGM to the purchaser or transferee. All shareholders, and only those shareholders, who are registered in the register of members of the Company at close of business in the UK on 12 May 2017 shall be entitled to vote at the AGM.

3. To be valid, this form must be completed and lodged with the Company’s registrar, together with the power of attorney or other authority (if any) under which it is signed or a copy of such authority certified notarially, not later than 11.00 am (Swiss time) / 10.00 am (UK time) on 12 May 2017.

4. This Form of Proxy has been sent by post. It may be returned by either of the following methods: in hard copy form by post or courier or by hand to the Company’s registrar, Capita Registrars (Jersey) Limited, PXS, 34 Beckenham Road, Beckenham, BR3 4TU; or in the case of CREST members, by using the CREST electronic proxy appointment service. CREST members should refer to the notice of AGM enclosed with this Form of Proxy in relation to the submission of a proxy appointment via CREST. Shareholders wishing to vote online should visit www.capitashareportal.com and follow the instructions.

Printed by RR Donnelley 310588