LSL PROPERTY SERVICES PLC — AGM Information 2011

Nov 22, 2011

Company No. 5114014

THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES RESOLUTIONS OF LSL Property Services Plc ("LSL" or "Company") Passed on 22nd November 2011

At a General Meeting of the Company, duly convened and held at the offices of LSL, 1 Sun Street, London EC2A 2EP on 22nd November 2011 at 10 am, the following resolutions were duly passed:

ORDINARY RESOLUTIONS

Resolution 1:

IT WAS RESOLVED THAT the proposed acquisition by the Company's wholly owned subsidiary, LSL PS Limited ("Subsidiary") of the entire issued share capital of Marsh & Parsons Limited, subject to the terms and conditions of:

• a. a conditional acquisition agreement dated 4th November 2011 made between (1) the Subsidiary; and (2) Sherry FitzGerald Holdings Limited, Peter Rollings and Liza-Jane Kelly ("Acquisition Agreement"); and
• b. an investment agreement between (1) the Company; and (2) Peter Rollings and Liza-Jane Kelly; and (3) the Subsidiary dated 4th November 2011 ("Investment Agreement");

be and are hereby approved and that the directors of the Company ("Directors") be and are hereby authorised to do all things that are, in the opinion of the Directors (or a duly authorised committee of them), necessary or desirable to give effect to and complete the Acquisition Agreement and the Investment Agreement and the documents referred to in them with such modifications, amendments, variations or waivers as they (or any such committee) consider to be necessary or desirable provided such modifications, amendments, variations or waivers are not of a material nature.

Resolution 2:

IT WAS RESOLVED THAT Conditional upon the passing of resolution 1 above, that the establishment of the 2011 LSL Employee Benefit Trust for the benefit of all employees of the Company and its subsidiaries (within the meaning of section 1159 Companies Act 2006) from time to time and the entering into of the deed of trust between (1) the Company and (2) Kleinwort Benson (Jersey) Trustees Limited to establish such employee benefit trust be and are hereby approved.

……………………….. Chairman