LSL PROPERTY SERVICES PLC — Proxy Solicitation & Information Statement 2016

Apr 1, 2016

Proof 2: 21.03.16

FORM OF PROXY

LSL PROPERTY SERVICES PLC (LSL)

(Incorporated in England and Wales with registered no. 5114014)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING (AGM) TO BE HELD AT 4.30PM ON THURSDAY 28th APRIL 2016

I/We

(insert full name(s) in BLOCK CAPITALS please)

being (a) member(s) of LSL hereby appoint the Chairman of the meeting OR the following person: (please refer to Explanatory Note 2)

Name of Proxy		Number of shares in relation to which the proxy is authorised to act

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the AGM of LSL to be held at 4.30pm on Thursday 28th April 2016 at 1 Sun Street, London EC2A 2EP and at any adjournment of the meeting.

☐ Please tick here if this proxy appointment is one of multiple appointments being made. (For the appointment of more than one proxy, please refer to Explanatory Note 3.)

I/We would like my/our proxy to vote on the resolutions to be proposed at the AGM as indicated on this form. Unless otherwise instructed, the proxy can vote as he/she chooses or can decide not to vote at all in relation to any business of the meeting.

Please note that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the votes cast "For" and "Against" the resolution (please refer to Explanatory Note 6).

RESOLUTIONS

1. To receive, consider and adopt LSL's Annual Accounts for the year ended 31st December 2015, together with the Directors' Report and the Auditors' Report on those accounts (Ordinary Resolution).
2. To approve the Directors' Remuneration Report contained within LSL's Annual Report and Accounts 2015 for the year ended 31st December 2015 (Ordinary Resolution).
3. To approve the proposed final dividend of 8.6p per Ordinary Share (Ordinary Resolution).
4. To elect Kumsal Bayazit Besson as a Director of LSL (Ordinary Resolution).
5. To re-elect Helen Buck as a Director of LSL (Ordinary Resolution).
6. To re-elect Ian Crabb as a Director of LSL (Ordinary Resolution).
7. To elect Adam Castleton as a Director of LSL (Ordinary Resolution).
8. To re-elect Simon Embley as a Director of LSL (Ordinary Resolution).
9. To re-elect Adrian Gill as a Director of LSL (Ordinary Resolution).
10. To re-elect Bill Shannon as a Director of LSL (Ordinary Resolution).
11. To elect David Stewart as a Director of LSL (Ordinary Resolution).
12. To re-appoint Ernst & Young LLP as auditors of LSL (Ordinary Resolution).
13. To authorise the Directors to determine the auditors' remuneration (Ordinary Resolution).
14. To authorise the Directors to allot shares under section 551 of the Companies Act 2006 (Ordinary Resolution).
15. To disapply statutory pre-emption rights under section 561 of the Companies Act 2006 (Special Resolution).
16. To authorise LSL to make market purchases of its own Ordinary Shares (Special Resolution).
17. To authorise the making of political donations (Ordinary Resolution).
18. That a general meeting other than an AGM may be called on not less than 14 clear days' notice (Special Resolution).
19. To approve LSL's Sharesave Plan (SAYE Plan) (Ordinary Resolution).
20. To approve LSL's Long Term Incentive Plan (LTIP) (Ordinary Resolution).
21. To approve LSL's Company Share Option Plan (CSOP) (Ordinary Resolution).
22. To approve LSL's Deferred Share Bonus Plan (DSP) (Ordinary Resolution).
23. To authorise the Directors to establish similar share plans on the SAYE Plan, the LTIP, the CSOP or the DSP to enable the grant of awards to employees outside of the UK (Ordinary Resolution).

For	Against	Vote Withheld

PLEASE SIGN AND DATE WHERE INDICATED

Signature: _____
Date: ________

Please Note: If joint shareholders, only one joint holder need sign (please refer to Explanatory Note 8).

Please complete and return this Form of Proxy, together with any power of attorney or other authority under which it is signed, to PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to arrive by 4.30pm on 26th April 2016. Alternatively, if you hold your shares in uncertificated form, you may appoint a proxy using the CREST proxy appointment service, details of which are set out in Note 3 of the Administrative Notes to the Notice of AGM.

Explanatory Notes:

1. You are entitled to appoint one or more proxies of your own choice to exercise all or any of your rights to attend and speak and vote at the AGM. A proxy need not be a shareholder of LSL. If you appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share(s) held by you. You can only appoint a proxy in accordance with the procedures set out in these notes and in the notes to the Notice of the Meeting.
2. If you wish to appoint the Chairman of the meeting as your proxy, please leave the space provided blank. If you wish to appoint a proxy other than the Chairman of the meeting, please insert their full name in the space provided. If you sign and return the form with no name in the space provided, the Chairman of the meeting will be deemed to be your proxy in respect of your full voting entitlement. If you are appointing a proxy other than the Chairman of the meeting and wish the proxy to be appointed in relation to less than your full voting entitlement, please enter in the box next to the name of the proxy the number of shares in relation to which they are authorised to act as your proxy. If you sign and return the form and leave this box blank, your proxy will be deemed to be authorised to act in respect of your full voting entitlement.
3. To appoint more than one proxy, you will need to complete a separate form in relation to each appointment. Additional forms may be obtained by contacting LSL's registrar on 0871 664 0300 (calls cost 12p a minute plus your phone company's access charge. Calls outside the UK will be charged at the applicable international rate. Lines are open between 9.00 am to 5.30 pm. Monday to Friday excluding public holidays in England and Wales). from LSL's website (www.llsps.co.uk) or you may photocopy this form. You will need to state clearly on each form the number of shares in relation to which the proxy is appointed. Please therefore indicate in the box next to the name of the proxy the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. A failure to specify the number of shares each proxy appointment relates to or specifying a number in excess of the number of shares held by you may result in the proxy appointment being invalid.
4. Completion and return of this Form of Proxy will not preclude you from attending and voting in person at the AGM if you so wish. If you do attend the meeting in person, your proxy appointments will automatically be terminated. If you wish a proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman of the meeting and give them the relevant instructions directly.
5. If you want your proxy to vote in a certain way on the resolutions specified, please indicate with an "X" in the appropriate box above how you wish your vote to be cast. If you fail to select any of the given options, your

proxy can vote as he/she chooses or can decide not to vote at all. Your proxy can also do this on any other business which may come before the AGM, including amendments to resolutions and any procedural business.

1. The vote "Withheld" option on this Form of Proxy is provided to enable you to instruct your proxy not to vote on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the votes "For" and "Against" a resolution.
2. In the case of a corporation, this Form of Proxy must be executed under its common seal or signed on its behalf by its duly authorised officer, attorney or other person authorised to sign.
3. In the case of joint holders, only one need sign, but the names of all joint holders must be stated. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names appear in the register of members in respect of the joint holding.
4. To be valid, this Form of Proxy (duly signed and together with any power of attorney or other authority under which it is signed) must be received by post or during normal business hours only by hand at the offices of LSL's registrar, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4TU; no later than 4.30pm on 26th April 2016 (or if the AGM is adjourned, no later than 48 hours excluding any part of a day that is not a working day) before the time of any adjourned meeting).
5. Alternatively you may return the proxy form using the freepost address: FREEPOST CAPITA PXS (this is all that is required to be on the envelope). Please note that the Freepost address must be completed in block capitals and that delivery using this service can take up to 5 business days.
6. CREST members who wish to appoint a proxy/proxies for the AGM (or any adjournment of it) through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST 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 be transmitted so as to be received by Capita Asset Services (G KA10) no later than 4.30pm on 26th April 2016 (or if the AGM is adjourned, no later than 48 hours excluding any part of a day that is not a working day) before the time of any adjourned meeting). Please refer to the notes of the Notice of Meeting for further information on proxy appointments through CREST.
7. You may not use any electronic address provided in this Form of Proxy to communicate with LSL for any purposes other than those expressly stated.

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Licence Number
RLUB-TBUX-EGUC

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF