LSL PROPERTY SERVICES PLC — AGM Information 2018

Apr 26, 2018

Company No. 5114014

THE COMPANIES ACT 2006 (the "Act") PUBLIC COMPANY LIMITED BY SHARES RESOLUTIONS OF LSL Property Services plc (LSL)

Passed on 26^th April 2018

At an Annual General Meeting of the Company, duly convened and held at the offices of LSL, 1 Sun Street, London EC2A 2EP on 26^th April at 3.30pm, the following resolutions were duly passed:

SPECIAL RESOLUTIONS

Resolution 14:

$14.$ That:

The Directors be and are hereby generally empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by Resolution 13 and/or to sell Ordinary Shares held by LSL as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or scale, such authority to be limited:

• a. to the allotment of equity securities where such securities have been offered (whether by way of a rights issue, open offer or otherwise) to ordinary shareholders in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
• b. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 15(a) above) up to an aggregate nominal value of £10,415.89;

such authority to expire in 15 months or at the conclusion of the next AGM (whichever occurs first and unless previously renewed, revoked or varied by LSL in general meeting) and, in each case, prior to its expiry LSL may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 15:

$15.$ That:

The Directors be and are (in addition to any authority granted under Resolution 14 above) hereby generally empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by Resolution 13 and/or to sell Ordinary Shares held by LSL as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, such authority to be:

• a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £10.415.89: and
• b. used only for the purposes of financing (or refinancing, if the authority is to be used within six 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;

such authority to expire in 15 months or at the conclusion of the next AGM (whichever occurs first and unless previously renewed, revoked or varied by LSL in general meeting) and, in each case, prior to its expiry LSL may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 16:

16. That:

LSL be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of ordinary shares of 0.2 pence each in the capital of LSL (Ordinary Shares) on such terms and in such manner as the Directors may from time to time determine provided that:

• a. the maximum number of Ordinary Shares hereby authorised to be purchased is 10,415,895;
• b. the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 0.2 pence (being the nominal value thereof);
• c. the maximum price (exclusive of expenses) which may be paid for each Ordinary Share shall be an amount equal to the highest of:
• $(i)$ 5% above the average of the middle market quotations for the Ordinary Shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the relevant share is contracted to be purchased; and
• the higher of the price quoted for the last independent trade and the $(ii)$ highest current independent bid for an Ordinary Share in LSL on the trading venue where the market purchase is carried out:
• d. the authority hereby conferred shall (unless previously renewed or revoked) expire in 15 months or at the conclusion of the next AGM (whichever occurs and unless previously renewed, revoked or varied by LSL in general meeting); and
• e. LSL may make a contract to purchase Ordinary Shares under the authority conferred by this resolution prior to the expiry of such authority, and such contract will or may be executed wholly or partly after the expiry of such authority, and LSL may make a purchase of Ordinary Shares in pursuance of any such contract.

Resolution 18:

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That a general meeting (other than an AGM) may be called on not less than 14 clear days' 18. notice.

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