IWG Plc — AGM Information 2020

Dec 3, 2020

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 under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred your registered holding of Ordinary Shares in IWG plc, 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.

The distribution of this document in certain jurisdictions other than the United Kingdom and Jersey may be restricted by law. Accordingly, neither this document nor any advertisement may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an invitation or offer to sell or exchange, or the solicitation of an invitation or offer to buy or exchange, any security or to become a member of IWG plc. None of the securities referred to in this document shall be sold, issued, exchanged or transferred in any jurisdiction in contravention of applicable law.

IWG plc (the "Company")

(incorporated in Jersey with registered number 122154)

Grant of Authority to Allot Shares and Disapplication of Pre-emption Rights (related to the Convertible Bond Offering)

and

Notice of Extraordinary General Meeting

Shareholders should read the whole of this document.

Your attention is drawn to the letter from the Chairman of the Company in Part 1 of this document, which contains the unanimous recommendation of your Board that you vote in favour of the Resolutions at the Extraordinary General Meeting.

Notice of the Extraordinary General Meeting to be held at 9.30 a.m. (Luxembourg time) 8.30 a.m. (UK time) on 21 December 2020 at Spaces, 53 Boulevard Royal, 2449 Luxembourg, is set out in Part 2 of this document. The action to be taken in respect of the Extraordinary General Meeting is set out in paragraph 6 in Part 1 of this document.

In light of current social distancing measures relating to the outbreak of COVID-19, the Extraordinary General Meeting will be run as a closed meeting and it will not be possible for Shareholders to attend in person (other than those designated as attending for the purposes of the quorum).

Shareholders are strongly encouraged to submit a proxy vote in advance of the meeting and are encouraged to appoint the Chairman of the meeting as their proxy rather than a named person who will not be able to attend the meeting. Please complete and submit a Form of Proxy in accordance with the instructions contained in this document. The Form of Proxy must be received by 9.30 a.m. (Luxembourg time) 8.30 a.m. (UK time) on 17 December 2020.

THIS DOCUMENT IS A CIRCULAR AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY, NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain "forward-looking statements", including statements about current beliefs and expectations of the Directors. In particular, the words "expect", "anticipate", "estimate", "may", "should", "plans", "intends", "will", "believe" and similar expressions (or in each case their negative and other variations or comparable terminology) can be used to identify forward-looking statements. These statements are based on the Board's expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of the Company's financial performance. Although the Board believes these expectations to be reasonable at the date of this document they may prove to be erroneous. Forward-looking statements involve known and unknown risks and uncertainties and speak only as of the date they are made. You are hereby cautioned that certain important factors could cause actual results, outcomes, performance or achievements of the Company or industry results to differ materially from those expressed or implied in forward-looking statements.

Save as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Board's expectations or to reflect events or circumstances after the date of this document.

CURRENCIES

All references to "pounds", "pounds sterling", "sterling", "£", "pence", "penny", "p" are to the lawful currency of the United Kingdom.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Date of issue of this document 3 December 2020

Latest time and date for receipt of Forms of Proxy from Shareholders

9.30 a.m. (Luxembourg time) 8.30 a.m. (UK time) on 17 December 2020

Extraordinary General Meeting 9.30 a.m. (Luxembourg time) 8.30 a.m. (UK time) on 21 December 2020

Note:

Each of the times and dates in the above timetable and those mentioned in this document are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

Definitions	5
Part 1 Letter from the Chairman	7
Part 2 Notice of Extraordinary General Meeting .	11
Notes	12

DEFINITIONS

"Bond Conversion Terms"	the Bond Terms relating to the conversion of any Convertible Bonds into fully paid Ordinary Shares;
"Bond Terms"	the terms and conditions of the Convertible Bonds;
"Company"	means IWG plc, a company incorporated in Jersey with registered number 122154 and whose registered office is at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands and whose head office is at Dammstrasse 19, CH-6300, Zug, Switzerland;
"Conversion Period"	means: (i) at any time from (and including) 2 June 2021 to but excluding the 10th London business day prior to the maturity of the Convertible Bonds; and (ii) at any time following the issue of the Convertible Bonds and prior to 2 June 2021 but only in certain limited circumstances following a change of control of the Issuer, an event of default or the delivery of an optional redemption notice or tax redemption notice by the Issuer (in each case, as defined in the Bond Terms);
"Conversion Price"	means the price of £4,5807, subject to amendment from time to time pursuant to certain anti-dilution adjustments;
"Convertible Bonds"	the 0.50 per cent. £350 million unsubordinated unsecured bonds launched by IWG Group Holdings S.à.r.l., a wholly owned indirect subsidiary of the Company, on 2 December 2020 and guaranteed by the Company, convertible into Ordinary Shares subject to the Bond Conversion Terms;
"Convertible Bond Offering"	the offering of the Convertible Bonds pursuant to the Bond Terms which was launched on 2 December 2020, and the subsequent settlement and delivery of the Convertible Bonds which is expected to take place on or about 9 December 2020;
"Directors" or "Board"	means the directors of the Company;
"Extraordinary General Meeting"	means the extraordinary general meeting of the Company to be held at 9.30 a.m. (Luxembourg time) 8.30 a.m. (UK time) on 21 December 2020 at Spaces, 53 Boulevard Royal, 2449 Luxembourg;
"FCA"	means the Financial Conduct Authority;
"Form of Proxy"	means the proxy form pursuant to which Shareholders are able to vote on the Resolutions as further described in paragraph 6 of Part 1 of this document;
"issued share capital"	means, except where stated to the contrary, the issued share capital of the Company, including treasury shares;
"Latest Practicable Date"	means 2 December 2020, being the latest practicable date prior to the publication of this document;
"Link"	means Link Market Services (Jersey) Limited, a company incorporated in Jersey, whose registered office is at 12 Castle Street, St Helier, Jersey JE2 3RT or Link Market Services Limited, a company incorporated in England and Wales, whose registered office is at The Registry, 34 Beckenham Road,

Beckenham BR3 4TU (as the context dictates);

"LSE"	means the London Stock Exchange;
"Ordinary Shares"	means the ordinary shares of one pence each in the capital of the Company;
"Resolutions"	means the special resolutions set out in the notice of Extraordinary General Meeting in Part 2 of this document;
"Shareholders"	means the holders of Ordinary Shares from time to time; and
"total voting rights"	means the issued share capital of the Company excluding treasury shares.

PART 1

LETTER FROM THE CHAIRMAN

IWG plc

(the "Company")

(incorporated in Jersey with registered number 122154)

Registered Office:

22 Grenville Street, St Helier, Jersey JE4 8PX

Directors

Douglas Sutherland (Chairman) Mark Dixon (Chief Executive Officer) Eric Hageman (Chief Financial Officer) François Pauly (Senior Non-Executive Director) Laurie Harris (Non-Executive Director) Nina Henderson (Non-Executive Director) Florence Pierre (Non-Executive Director)

3 December 2020

Dear Shareholder,

Grant of Authority to Allot and Disapplication of Pre-emption Rights related to the Convertible Bond Offering

1. Introduction

On 2 December 2020, the Company announced the successful placement of Convertible Bonds for total gross proceeds of £350 million via an accelerated bookbuild to institutional investors.

In order for the Bond Conversion Terms to become effective, the Company has today announced that an Extraordinary General Meeting of the Company will be held on 21 December 2020 at 9.30 a.m. (Luxembourg time) 8.30 a.m. (UK time) at Spaces, 53 Boulevard Royal, 2449 Luxembourg to consider and, if thought fit, pass the Resolutions. The Resolutions seek authority for the allotment and issue of Ordinary Shares on a non-pre-emptive basis upon conversion of the Convertible Bonds into Ordinary Shares in accordance with the Bond Conversion Terms.

The purpose of this document is to provide details on the Resolutions and why your Board considers approval of the Resolutions to be in the best interests of Shareholders as a whole. Your Board is unanimously recommending that you vote in favour of the Resolutions at the Extraordinary General Meeting as they all intend to do in respect of their entire holdings of Ordinary Shares. A notice convening the Extraordinary General Meeting, at which the Resolutions will be proposed, and a summary of the action recommended to be taken is set out at the end of this document.

2. Background to the Convertible Bond Offering

With its global footprint, the Company is well-positioned to benefit from the clear structural growth drivers of the flexible workspace market. Digital technology has enabled companies and people to quickly adapt to home working or working closer to home, which brings significant environmental and cost benefits. Corporate head offices will still have an important role to play in the world of work. The Company therefore believes that the future will be hybrid working, utilising a combination of all these ways of working, and this requires flexible workspace solutions.

Against this positive industry backdrop, the Company is executing on a pipeline of organic growth initiatives arising from expected increased future demand for flexible workspace in line with its stated strategy. In addition, the Company is now seeing an increasing number of attractive, and more realistically priced, M&A opportunities to accelerate the development of the business through the addition of brands, centres, services and technologies to the Company's existing portfolio and the realisation of integration efficiencies. Following the Company's successful equity placing in May 2020, (the "Placing") the net proceeds from the issue of the Convertible Bond Offering will provide the Company with the additional financial flexibility to capitalise on these opportunities and also retain a strong financial position in the current market environment. The issue of the Convertible Bonds will also diversify the Company's sources of funding as well as further strengthen the Company's liquidity position and maturity profile and reduce its weighted average cost of capital.

The M&A opportunities under active consideration include a UK transaction, a bolt-on US acquisition, which is in the final stages of due diligence, and a number of other potential transactions across Europe, Asia and the US which are at varying stages of negotiation and due diligence. In aggregate, these current M&A opportunities would have a cash cost of in excess of £300 million. In addition, the wider pipeline of potential M&A opportunities continues to grow across all geographies. All such opportunities continue to be evaluated cautiously and assessed against the Company's disciplined financial framework and returns target.

3. The Convertible Bonds and Bond Conversion Terms

The Convertible Bonds are seven year instruments carrying a coupon of 0.50 per cent. per annum payable semi-annually in arrear in equal instalments. Pursuant to the Bond Conversion Terms, unless previously redeemed and subject to cash settlement (as described below at paragraph 4), the Convertible Bonds will be convertible into Ordinary Shares at a price per share equal to the Conversion Price during the Conversion Period. The Conversion Price has been set at £4.5807 (subject to adjustment as described below), which is a premuium of 40 per cent. to the volume weighted average price of an Ordinary Share on the London Stock Exchange between launch and pricing of the Convertible Bonds on 2 December 2020, being £3.2719.

At the Conversion Price as at the date of this document, the number of Ordinary Shares to be issued upon the conversion of the Convertible Bonds will be 76,407,536 Ordinary Shares (representing approximately 7.6 per cent. of the issued share capital excluding treasury shares as at the Latest Practicable Date). The Bond Conversion Terms provide that the Conversion Price could be adjusted on the realisation of certain events. If such an adjustment results in the reduction of the initial Conversion Price, the number of Ordinary Shares to be issued on a non-pre-emptive basis will be increased. The Resolutions, accordingly, seek approval for the allotment and issue of Ordinary Shares on a non-pre-emptive basis in respect of the conversion of the Convertible Bonds under the Convertible Bond Offering, such conversion rights being into 76,407,536 Ordinary Shares or such other number as may result from the adjustment provisions in the Bond Terms. Ordinary Shares will only be issued and allotted pursuant to the Resolutions upon conversion of the Convertible Bonds in accordance with the Bond Terms and subject to the Company's authorised share capital (from time to time).

Assuming 76,407,536 Ordinary Shares are issued pursuant to the Convertible Bond Offering, Shareholders who do not participate (or are not eligible to participate) in the Convertible Bond Offering will suffer a maximum dilution of approximately 7.6 per cent. to their ownership and voting interests in the Company by virtue of the issue of the new Ordinary Shares issued pursuant to the Convertible Bond Offering. It should, however, be noted that any Ordinary Shares issued on a non-pre-emptive basis pursuant to the Convertible Bond Offering will be issued at the Conversion Price.

The circumstances in which the Convertible Bonds may be converted into Ordinary Shares will be contained in the Bond Terms. If the Bond Conversion Terms do not take effect on or before 19 May 2021, the existing terms of the Convertible Bonds will continue to apply and they will remain cashsettled instruments unless the Resolutions are passed at a subsequent general meeting of the Company.

4. Rationale for the Resolutions

Shareholder approval of the Resolutions is required to provide the authority for the allotment and issue of Ordinary Shares on a non-pre-emptive basis pursuant to the Convertible Bond Offering. Subject to approval of the Resolutions, the Convertible Bonds will be convertible into Ordinary Shares at the Conversion Price.

The Convertible Bonds are currently cash-settled instruments. If the Resolutions are not approved, the Convertible Bonds will remain subject to cash settlement. Cash settlement of the Convertible Bonds will require significant cash reserves, which may impact the Company's ability to capitalise on the opportunities detailed at paragraph 2 above which could, in turn, adversely affect the Company's ability to accelerate the development of the business.

Subject to approval of the Resolutions, at the relevant time, applications will be made to the FCA and the LSE respectively for the admission of the Ordinary Shares issued pursuant to the Convertible Bond Offering to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE. The Ordinary Shares issued pursuant to the Convertible Bond Offering will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue of such shares.

Toscafund Ltd ("Tosca") is a substantial shareholder of the Company and a related party of the Company for the purposes of the United Kingdom Listing Rules (the "Listing Rules"). Tosca subscribed for £6.3 million in aggregate principal amount of the Convertible Bonds in the Convertible Bond Offering at the initial Conversion Price, representing an aggregate consideration of £6.3 million. As set out in the announcement of the Company on 28 May 2020, Tosca also participated in the Placing subscribing for Ordinary Shares for aggregate consideration of approximately £59.4 million. Tosca's aggregated participation in the Convertible Bond Offering and the Placing constitutes a smaller related party transaction for the purpose of Listing Rules 11.1.10R. A smaller related party transaction does not require the approval of independent shareholders of the Company. Tosca's aggregated participation in the Convertible Bond Offering and the Placing falls within Listing Rule 11.1.10R (smaller related party transactions) and an announcement was made by the Company in accordance with Listing Rule 11.1.10R(2)(c) on 2 December 2020.

5. Extraordinary General Meeting

Set out in Part 2 of this document is a notice convening the Extraordinary General Meeting at which the Resolutions will be proposed. The full text of the Resolutions are set out in the notice. Conversion of the Convertible Bonds into Ordinary Shares is conditional upon the passing of both Resolution 1 and Resolution 2.

Resolution 1 authorises the Directors to allot and issue Ordinary Shares in respect of the conversion of the Convertible Bonds under the Convertible Bond Offering, such conversion rights being into 76,407,536 Ordinary Shares or such other number as may result from the adjustment provisions in the Bond Terms. Subject to the passing of Resolution 1, Resolution 2 grants the Directors authority to issue such Ordinary Shares pursuant to the Convertible Bond Offering without applying pre-emption rights.

The Resolutions will be proposed as special resolutions. This means that at least two-thirds of the votes cast must be in favour of the resolution. The quorum for the Extraordinary General Meeting is two members present in person or by proxy and entitled to vote (but no fewer than two individuals shall constitute a quorum).

To ensure the safety of our Shareholders and our people, the Company is closely monitoring developments relating to the current outbreak of COVID-19, including best practice and the related guidance and legislation relating to public health and the holding of shareholder meetings. In light of current social distancing measures relating to the current outbreak of COVID-19, the Board has made the decision to hold the Extraordinary General Meeting as a closed meeting. The Company regrets that it will be necessary to restrict attendance at the Extraordinary General Meeting and that, accordingly, it will not be possible for Shareholders to attend in person (other than those designated as attending for the purposes of the quorum). The situation relating to the current outbreak of COVID-19 is constantly evolving and, should circumstances change before the Extraordinary General Meeting, such that Shareholders are able to attend, the Company will update Shareholders accordingly. As always the Board remains available on request to respond to queries from Shareholders.

6. Action to be taken

Your attention is drawn to Part 2 of this document, which provides additional information on matters referred to in this letter. You are advised to read the whole document.

If you are a Shareholder, please complete a Form of Proxy and return it to our registrars, Link, as soon as possible. They must receive it by 9.30 a.m. (Luxembourg time) 8.30 a.m. (UK time) on 17 December 2020. Address details for Link are set out in paragraph 2 of the Notes to the notice of Extraordinary General Meeting in this document. We are not sending a hard copy Form of Proxy to all Shareholders, however these are available on request from Link. You can appoint a proxy or proxies online through www.signalshares.com or through the CREST electronic appointment service. Please see the Notes to the notice of Extraordinary General Meeting in this document for further information.

7. Recommendation

The Board considers the approval of the Resolutions to be in the best interests of the Shareholders as a whole and is unanimously recommending that you vote in favour of the Resolutions proposed at the Extraordinary General Meeting. Your Board all intend to vote as above in respect of their entire holdings of Ordinary Shares which represent approximately 27.19 per cent. of the Company's issued share capital as the Latest Practicable Date, and which represent approximately 28.56 per cent. of the votes attached to the Ordinary Shares in issue on the same date that could be cast at the Extraordinary General Meeting.

Yours faithfully,

Douglas Sutherland Chairman

PART 2

NOTICE OF EXTRAORDINARY GENERAL MEETING

IWG plc

Notice is hereby given that an extraordinary general meeting will be held at 9.30 a.m. (Luxembourg time) 8.30 a.m. (UK time) on Monday, 21 December 2020 at Spaces, 53 Boulevard Royal, 2449 Luxembourg.

You will be asked to consider and vote upon the Resolutions set out below. The Resolutions will be proposed as special resolutions.

Special resolutions

• 1. THAT, in addition to, and not in substitution for, any existing authority, the Directors of the Company be and are hereby generally and unconditionally authorised to exercise all or any of the powers of the Company pursuant to the Company's Articles of Association to allot and issue Relevant Securities (as defined in Article 11(H)(viii) of the Company's Articles of Association) pursuant to the conversion of the Convertible Bonds under the Convertible Bond Offering, so as, on conversion, to allot and issue 76,407,536 Ordinary Shares or such other number of Ordinary Shares as may result from the adjustment provisions in the Bond Terms (the "Convertible Bond Shares"), as if the limits and restrictions referred to in each of Article 11(C), Article 11(D) and Article 12 of the Company's Articles of Association did not apply to such allotment and issue of the Convertible Bond Shares and 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.
• 1. THAT, if Resolution 1 is passed, in addition to, and not in substitution for, any existing authority, the Directors be and are hereby generally and unconditionally authorised to allot and issue equity securities (as defined in Article 11(H)(iv) of the Company's Articles of Association) wholly for cash, 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 Articles of Association, as if the pre-emption rights referred to in Article 12 of the Company's Articles of Association did not apply to such allotment and issue, provided such authority be limited to the allotment and issue of the Convertible Bond Shares pursuant to the Convertible Bond Offering.

3 December 2020

By order of the Board

Tim Regan, Company Secretary

Registered Office:

22 Grenville Street St Helier Jersey JE4 8PX (Registered in Jersey No. 122154)

Notes

• 1. The business to be conducted at the Extraordinary General Meeting is set out on the previous page of this notice of meeting (the "Notice").
• 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 Extraordinary General Meeting (subject to the Company's right to exclude Shareholders or their proxies where necessary). A Shareholder may appoint more than one proxy in relation to the Extraordinary General Meeting 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 each proxy is appointed in respect of a different shareholding account of that Shareholder, or 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 of its shareholding. A proxy need not be a Shareholder of the Company. However, given COVID-19 related restrictions on travel and public meetings, Shareholders are encouraged to appoint the Chairman of the meeting as their proxy rather than a named person who will not be able to attend the meeting. Shareholders wishing to appoint a proxy electronically should do so by 9.30 a.m. (Luxembourg time) 8.30 a.m. (UK time) on 17 December 2020 by visiting www.signalshares.com and following the instructions. If you require a hard copy Form of Proxy please contact Link Market Services on 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 09:00—17:30, Monday to Friday excluding public holidays in England and Wales. To be valid, any hard copy Form of Proxy or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at Link Market Services (Jersey) Limited, PXS, 34 Beckenham Road, Beckenham, BR3 4TU no later than 9.30 a.m. (Luxembourg time) 8.30 a.m. (UK time) on 17 December 2020.
• 1. The return of a completed Form of Proxy or online proxy appointment or CREST Proxy Instruction (as defined in paragraph 11 below) will not prevent a Shareholder attending the Extraordinary General Meeting and voting in person if he/she wishes to do so (subject to the Company's right to exclude Shareholders where necessary). However, given COVID-19 related restrictions on travel and public meetings, Shareholders are encouraged to appoint the Chairman of the meeting as their proxy rather than a named person who will not be able to attend the meeting.
• 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 60 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 Extraordinary General Meeting. 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 2 and 3 above do not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by Shareholders. Nominated Persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investment in the Company.
• 1. Pursuant to Article 40(1) of the Companies (Uncertificated Securities) (Jersey) Order 1999, to be entitled to attend and vote at the Extraordinary General Meeting (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 8.00 p.m. (Luxembourg time) 9.00 p.m. (UK time) on 17 December 2020 (or, in the event of any adjournment, close of business in the UK on the date which is two working 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 to the Extraordinary General Meeting 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 his/her/its rights to attend and vote at the Extraordinary General Meeting to the purchaser or transferee. All Shareholders, and only those Shareholders, who are registered in the register of members of the Company at 8.00 p.m. (Luxembourg time) 9.00 p.m. (UK time) on 17 December 2020 shall be entitled to attend and vote at the Extraordinary General Meeting.
• 1. As at the Latest Practicable Date, the Company's issued share capital consists of 1,057,248,651 Ordinary Shares, of which 50,778,280 are held in treasury. The total voting rights in the Company are therefore 1,006,470,371.
• 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). 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 9.30 a.m. (Luxembourg time) 8.30 a.m. (UK time) on 17 December 2020. 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 Extraordinary General Meeting, other than by way of a proxy, by a person or persons with authority to speak and vote (each, a "corporate representative") must appoint such a person or persons 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. However, given COVID-19 related restrictions on travel and public meetings, Shareholders are encouraged to appoint the Chairman of the meeting as their proxy rather than a named person who will not be able to attend the meeting.
• 1. Voting on the Resolutions set out in this notice will be conducted by way of a poll rather than on a show of hands. This allows the votes of both shareholders who have lodged proxies and shareholders who attend the meeting to be taken into account.
• 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. If the Company is unable to determine which was last received, none of the proxy appointments shall be treated as valid in respect of that share.
• 1. Members who have general queries about the Extraordinary General Meeting should contact the Company's registrar, Link Market Services, on its shareholder helpline 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 09:00—17:30, Monday to Friday excluding public holidays in England and Wales. 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 Letter from the Chairman and Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
• 1. Any member attending the Extraordinary General Meeting (subject to the Company's right to exclude Shareholders where necessary) 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 Extraordinary General Meeting or to provide a draft resolution to be proposed at the Extraordinary General Meeting. To be valid, such a request must have been received by the Company at its head office (Dammstrasse 19, CH-6300, Zug, Switzerland, or wayne.gerry@iwgplc.com) no later than the date of this notice 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 58 (Circulation of Members' resolutions) of the Company's Articles of Association, which are available on the Company's website at www.iwgplc.com.
• 1. A copy of this notice (which contains the full unabridged text of the Resolutions), a copy of the Company's Articles of Association and, where relevant, any explanatory statements and members' resolutions received by the Company after the date of this notice, can be found at www.iwgplc.com. Should you wish to request a further copy of this document, please send your request to Link Market Services (Jersey) Limited, 12 Castle Street, St Helier, Jersey JE2 3RT or enquiries@linkgroup.co.uk.

Donnelley Financial Solutions, 89752