Workspace Group PLC

AGM Information • Jul 14, 2017

Company Number: 2041612

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

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WORKSPACE GROUP PLC

At an annual general meeting of the above-named Company, duly convened and held on 14 July 2017 the following resolutions were duly passed.

ORDINARY RESOLUTION

Resolution 14

THAT:

• in substitution for all subsisting authorities to the extent unused, the $(a)$ Directors be generally and unconditionally authorised to allot and/or grant rights to subscribe for, or to convert any security into, equity securities in the Company:
• up to an aggregate nominal amount of £54,400,210 (such $(i)$ amount to be reduced by the nominal amount of any equity securities previously allotted and/or granted under paragraph (a)(ii) below in excess of such sum); and
• $(ii)$ comprising equity securities up to an aggregate nominal amount of £108,800,420 (such amount to be reduced by any allotments and/or grants previously made under paragraph (a)(i) above) in connection with an offer by way of a rights issue:
  • (A) to Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • (B) 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, in either case, impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or with legal, regulatory or practical

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problems in, or under the laws of any territory or any other matter.

such authority to apply until the earlier of the conclusion of the next annual general meeting of the Company in 2018 and 30 September 2018, but so that during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted or rights to subscribe for or convert securities into equity securities to be granted after such authority expires and the Directors may allot equity securities or grant rights to subscribe for or convert securities into equity securities under any such offer or agreement as if the authority had not expired;

(b) words and expressions defined in or for the purposes of Part 17 of the Act shall bear the same meanings in this resolution.

SPECIAL RESOLUTION

Resolution 15

THAT in substitution for all subsisting authorities to the extent unused:

• (a) the Directors be and they are hereby empowered, pursuant to section 570 and section 573 of the Act:
• subject to the passing of Resolution 14, to allot and/or grant equity $(i)$ securities for cash pursuant to the authority given by that resolution; and
• $(ii)$ to transfer shares which are held by the Company in treasury for cash,

as if section 561(1) of the Act did not apply to any such allotment, grant and/or transfer, provided that this power shall be limited to the allotment, grant and/or transfer of equity securities and/or sale of treasury shares:

in connection with or the subject of an offer or invitation, open for $(A)$ acceptance or application for a period fixed by the Directors, to: (i) holders of Ordinary Shares in the Company; and (ii) holders of such other equity securities of the Company as the Directors may determine, in proportion (as nearly as practicable) to their existing holdings on a record date fixed by the Directors or (where applicable) in accordance with the rights for the time being attached to such equity securities, subject in each case to such exclusions or other arrangements as the Directors may deem necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or with legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

• $(B)$ in connection with the terms of any employees' share scheme for the time being operated by the Company (and any shares acquired or held by the Company in treasury may be transferred in satisfaction of the exercise of options under such scheme); and
• $(C)$ otherwise than pursuant to sub-paragraphs (A) and (B) up to an aggregate nominal amount of £8,160,031 and shall expire at the conclusion of the next annual general meeting of the Company in 2018 or, if earlier, on 30 September 2018, except that the Company may, before the expiry of such period, make offers or agreements which would, or might, require equity securities to be allotted, granted or transferred (or treasury shares sold) after such expiry and notwithstanding such expiry the Directors may allot, grant or transfer equity securities (and sell treasury shares) in pursuance of such offers or agreements as if the power had not expired; and
• (b) words and expressions defined in or for the purposes of Part 17 of the Act shall bear the same meanings in this resolution.

SPECIAL RESOLUTION

Resolution 16

THAT, in substitution for all subsisting authorities to the extent unused (excluding, for the avoidance of doubt, Resolution 15) and subject to the passing of Resolution 14, the Directors be and are hereby empowered, in addition to any power granted under Resolution 15, to allot equity securities for cash under the authority granted under sub-section (a)(i) of Resolution 14 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale. such power to be:

• limited to the allotment of equity securities or sale of treasury shares up $(a)$ to a nominal amount of £8,160,031; and
• $(b)$ used only for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Principles or for the purposes of refinancing such a transaction within six months of its taking place,

such power to apply until the conclusion of the next annual general meeting of the Company or, if earlier, 30 September 2018, but, in each case, during this period the Company 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 power expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not expired.

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SPECIAL RESOLUTION

Resolution 17

THAT the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares on such terms and in such manner as the Directors may from time to time determine, provided that:

• (a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 16,320,063;
• (b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is its nominal value;
• (c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the higher of:
• (i) an amount equal to 105% of the average of the middle market quotations for an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which the Ordinary Share is contracted to be purchased; and
• (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent purchase bid for an Ordinary Share at the time on the trading venue where the purchase is carried out;
• the authority hereby conferred shall expire at the conclusion of the next $(d)$ annual general meeting of the Company in 2018 or, if earlier, 30 September 2018, unless such authority is varied, revoked or renewed prior to such time by the Company in general meeting by a special resolution; and
• the Company may enter into a contract to purchase Ordinary Shares $(e)$ under the authority hereby conferred prior to the expiry of such authority which would, or might, be completed or executed wholly or partly after the expiration of such authority, and the Company may purchase Ordinary Shares in pursuance of any such contract as if the authority conferred hereby had not expired.

SPECIAL RESOLUTION

Resolution 18

THAT the LTIP, the draft rules of which are produced to the meeting and initialled by the Chairman for the proposes of identification, be approved and adopted and the directors be authorised to do all acts and things they consider necessary or expedient for the purposes of implementing and giving effect to the LTIP.

SPECIAL RESOLUTION

Resolution 19

THAT a general meeting other than an annual general meeting of the Company may be called on not less than 14 clear days' notice.

Carmelina Carfora Company Secretary

14 July 2017