IWG Plc — AGM Information 2024

May 21, 2024

RESOLUTIONS

OF

IWG PLC

(the "Company")

incorporated in Jersey with registered number 122154 and having its place of central administration (head office) in Switzerland

__________________________________________________________________

Registered Office: 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands Jersey company registration number: 122154 Central administration (head office): Dammstrasse 19, CH-6300 Zug, Switzerland

(passed on 21 May 2024) __________________________________________________________________

At an annual general meeting of the Company duly convened and held on 21 May 2024, each of the following resolutions were passed. Resolutions 1 to 15 (inclusive) were passed as ordinary resolutions and resolutions 16 to 21 (inclusive) were passed as special resolutions:

Ordinary Resolutions

• 1. To receive the Company's Annual Report and Accounts.
• 1. To approve, on an advisory basis, the Annual Report on Remuneration for the financial year ended 31 December 2023, as set out on pages 102 to 114 of the Company's Annual Report and Accounts.
• 1. To authorise the payment of a final dividend on the Ordinary Shares of 1.00 pence per Ordinary Share for the year ended 31 December 2023 on 31 May 2024 to Shareholders on the register at the close of business on 3 May 2024.
• 1. To approve the re-appointment of KPMG Ireland as independent auditor 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 Ireland as independent auditor.
• 1. To re-elect Mark Dixon as a director of the Company.
• 1. To re-elect Laurie Harris as a director of the Company.
• 1. To re-elect Nina Henderson as a director of the Company.
• 1. To re-elect Tarun Lal as a director of the Company.
• 1. To re- elect Sophie L'Helias as a director of the Company
• 1. To re-elect François Pauly as a director of the Company.
• 1. To re-elect Charlie Steel as a director of the Company.
• 1. To re-elect Douglas Sutherland as a director of the Company.
• 1. To resolve that, in substitution for any like authority previously conferred on them (but, for the avoidance of doubt, in addition to, and not in substitution for, the authority conferred

on them pursuant to the resolutions passed at the general meeting of the Company held on 21 December 2020), 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 Articles of Association to allot and issue Relevant Securities (as defined in Article 11(H)(viii) of the Company's 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 aggregate nominal amount of GBP 3,355,635 (or should the change in nominal capital contemplated in resolution 21 become effective, an equivalent amount in USD calculated using the rate of exchange specified in resolution 21); and
• (B) comprising equity securities (as defined in Article 11(H)(iv) of the Company's Articles of Association) up to an aggregate nominal amount of GBP 6,711,270 (or should the change in nominal capital contemplated in resolution 21 become effective, an equivalent amount in USD calculated using the rate of exchange specified in resolution 21) (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 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 this authority is 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 20 August 2025), 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 16 prior to the conclusion of next year's annual general meeting (or, if earlier, at the close of business on 20 August 2025), if the Directors of the Company resolve to hold as treasury shares any shares so purchased or contracted to be purchased.

Special Resolutions

• 1. To resolve that the Board be generally and unconditionally authorised pursuant to Article 57 of the Companies (Jersey) Law 1991 and Article 8 of the Company's Articles of Association, to make market purchases of Ordinary Shares, provided that:
  2. (A) the maximum number of Ordinary Shares authorised to be purchased is 105,724,865 (representing approximately 10 per cent of issued share capital (including treasury shares) as at the Latest Practicable Date) and further provided that no purchase shall be made if the nominal value of the Ordinary Shares so purchased would exceed 10 per cent of the nominal value of the issued share capital of the Company (including shares held in treasury) at the time the shares are purchased;
  3. (B) the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is GBP 0.01 (or should the change in nominal capital contemplated in resolution 21 become effective, an equivalent amount in USD calculated using the rate of exchange specified in resolution 21);
• (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 purchase 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 20 August 2025) except that the Company may make a contract or contracts 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 if resolution 14 is passed, the Directors be authorised to allot and issue equity securities (as defined in Article 11(H)(iv) of the Company's Articles of Association) wholly for cash under the authority given by that resolution, 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, such authority to be limited to:
  2. (A) 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 held by them, 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;
  3. (B) the allotment and issue of equity securities wholly for cash otherwise than pursuant to paragraph (A) above up to an aggregate nominal amount of GBP 1,006,690 (or should the change in nominal capital contemplated in resolution 21 become effective, an equivalent amount in USD calculated using the rate of exchange specified in resolution 21) (representing approximately 10 per cent of the Company's issued share capital (excluding shares held in treasury) as at the Latest Practicable Date); and
  4. (C) the allotment and issue of equity securities (otherwise than under paragraph (A) or (B) above) up to a nominal amount equal to 20 per cent of any allotment of equity securities from time to time under paragraph (B) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authorities to expire on the conclusion of next year's annual general meeting (or, if earlier, at the close of business on 20 August 2025), save that the Company may, before such expiry, make an offer or agreement which would otherwise 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.

1. To resolve that if resolution 14 is passed, the Directors be authorised in addition to any authority granted under resolution 17 to allot and issue equity securities (as defined in Article 11(H)(iv) of the Company's Articles of Association) wholly for cash under the authority given by resolution 14, 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, such authority to be:

2. (A) limited to the allotment and issue of equity securities up to a nominal amount of GBP 1,006,690 (or should the change in nominal capital contemplated in resolution 21 become effective, an equivalent amount in USD calculated using the rate of exchange specified in resolution 21) (representing approximately 10 per cent of the Company's issued share capital (excluding shares held in treasury) as at the Latest Practicable Date) and used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

3. (B) limited to the allotment and issue of equity securities (otherwise than under paragraph (A) above) up to a nominal amount equal to 20 per cent of any allotment of equity securities from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire on the conclusion of next year's annual general meeting (or, if earlier, at the close of business on 20 August 2025), save that the Company may, before such expiry, make an offer or agreement which would otherwise 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.

• 1. 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.
• 1. To resolve that the Company name be changed to International Workplace Group plc and the references to the Company's name in its Memorandum and Articles of Association be amended upon the change of name becoming effective as detailed in the version tabled at the AGM.
• 1. To resolve that, subject to the FCA making the necessary changes to the Official List and the LSE making the appropriate changes to the status of the Company's traded securities, the share capital of the Company be and is hereby converted into US dollars with effect from 31 May 2024 through the conversion of each Ordinary Share with a par value of GBP 0.01 into one ordinary share with a par value of USD 0.0124 at a rate of exchange of GBP 1 to USD 1.24, being the Exchange Rate on 21 April 2024, and accordingly paragraph 4 of the Company's memorandum shall be replaced with the following new paragraph 4:

"4. The authorised share capital of the company is USD 99,200,000 divided into 8,000,000,000 shares designated as Ordinary Shares with a par value of USD 0.0124 each."

Tim Regan Company Secretary