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Workspace Group PLC

Pre-Annual General Meeting Information Jun 15, 2017

5282_agm-r_2017-06-15_2500dd68-bb5b-474e-b599-cc47aae1f25a.pdf

Pre-Annual General Meeting Information

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The Chairman of Workspace Group PLC invites you to attend the Annual General Meeting of the Company to be held at Canterbury Court, Kennington Park, 1-3 Brixton Road, London, SW9 6DE on 14 July 2017 at 10.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 14 July 2017

  • 1. Every holder has the right to appoint some other person(s) of their choice as his proxy to exercise all or any of his rights, to attend, speak and vote on his behalf at the meeting. A proxy must attend the Meeting to represent you but need not be a shareholder. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes in respect of the relevant shares.
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1413 or you may photocopy this form. Please indicate in the box next to each proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. You may not appoint more than one proxy to exercise rights attached to any one share. Please also indicate by marking 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.
  • 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. If you wish your proxy to cast only certain votes for and certain votes against a resolution, insert the relevant number of shares in the appropriate box.
  • 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two business days before the day of the meeting or adjourned meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

  • 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours (excluding non-working days) before the time appointed for holding the meeting or adjourned meeting together with any power of attorney or other authority under which it is sent. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

  • 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1413 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 7. Any alterations made to this form should be initialled by the signatory.
  • 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
  • 9. This Proxy Form must be signed by the member or his/her attorney. To be valid this Proxy Form (together with any power of attorney or other authority under which it is signed or a certified copy of such power or authority) must be sent or delivered to the Registrars no later than 10.00 am on 12 July 2017. Where the member is a corporation, the Proxy Form must be executed under its common seal or be signed on its behalf by an attorney, officer or other person duly authorised, stating their capacity (e.g. director, secretary). In the case of joint holders, any one holder may sign this Proxy Form. The vote of the senior joint holder (whether in person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the register of members in respect of the joint holding.
  • 10. If you submit more than one valid proxy appointment in respect of the same share or shares, the appointment received last before the latest time for the receipt of proxies will take precedence. If the Company is unable to determine which was received last, none of the proxy appointments in respect of that share or shares shall be valid.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

Poll Card To be completed only at the AGM if a Poll is called.

Ordinary Resolutions For Vote
Against
Withheld
1. To receive and adopt the Annual Report and Accounts.
2. To approve the Remuneration Policy.
3. To approve the 2017 Annual Remuneration Report.
4. To declare a final dividend of 14.27 pence per Ordinary Share in respect of the financial year ended 31
March 2017.
5. To re-elect Mr Daniel Kitchen as a Director.
6. To re-elect Mr Jamie Hopkins as a Director.
7. To re-elect Mr Graham Clemett as a Director.
8. To re-elect Dr Maria Moloney as a Director.
9. To re-elect Mr Chris Girling as a Director.
10. To re-elect Mr Damon Russell as a Director.
For Against Vote
Withheld
11. To re-elect Mr Stephen Hubbard as a Director.
12. To appoint KPMG LLP as auditors of the Company to hold office from the conclusion of this meeting until the
conclusion of the next general meeting at which the accounts are laid before the Shareholders.
13. To authorise the Directors to determine the remuneration of the auditors.
14. To authorise the Directors to allot equity securities.
Special Resolutions
15. To disapply pre-emption rights.
16. To further disapply pre-emption rights for acquisitions or other capital investments.
17. To authorise the Company to make market purchases of its own Ordinary Shares.
18. That the LTIP be approved and adopted.
19. To authorise a general meeting (other than an annual general meeting) of the Company to be called on not
less than 14 clear days' notice.

Signature

In the case of a shareholder that is a corporation, a letter of representation will be required (in accordance with Section 323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Workspace Group PLC to be held at Canterbury Court, Kennington Park, 1-3 Brixton Road, London, SW9 6DE on 14 July 2017 at 10.00 am, and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Vote Please use a black pen. Mark with an X
inside the box as shown in this example.
Vote
Ordinary Resolutions For Against Withheld For Against Withheld
1. To receive and adopt the Annual Report and Accounts. 11. To re-elect Mr Stephen Hubbard as a Director.
2. To approve the Remuneration Policy. 12. To appoint KPMG LLP as auditors of the Company to hold office from the
conclusion of this meeting until the conclusion of the next general meeting
at which the accounts are laid before the Shareholders.
3. To approve the 2017 Annual Remuneration Report. 13. To authorise the Directors to determine the remuneration of the auditors.
4. To declare a final dividend of 14.27 pence per Ordinary Share in respect
of the financial year ended 31 March 2017.
14. To authorise the Directors to allot equity securities.
Special Resolutions
5. To re-elect Mr Daniel Kitchen as a Director. 15. To disapply pre-emption rights.
6. To re-elect Mr Jamie Hopkins as a Director. 16. To further disapply pre-emption rights for acquisitions or other capital
investments.
7. To re-elect Mr Graham Clemett as a Director. 17. To authorise the Company to make market purchases of its own Ordinary
Shares.
8. To re-elect Dr Maria Moloney as a Director. 18. That the LTIP be approved and adopted.
9. To re-elect Mr Chris Girling as a Director. 19. To authorise a general meeting (other than an annual general meeting) of
the Company to be called on not less than 14 clear days' notice.
10. To re-elect Mr Damon Russell as a Director.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature Date
----------- ------

In the case of a shareholder that is a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney, officer or other person duly authorised, stating their capacity (e.g. director, secretary).

H 0 1 0 4 6 1 P WS

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol, BS99 6ZY Tel: +44 (0)370 707 1413

Shareholder Reference Number

IMPORTANT NOTICE

The Companies Act allows the default option for receiving and accessing shareholder communications (including your annual report) to be via a company's website. You now have the choice of receiving an email when your annual report and other shareholder communications become available or continuing to receive a printed copy.

PLEASE MAKE YOUR SELECTION ON THE BACK OF THIS LETTER

Dear Shareholder

WHAT THIS MEANS FOR YOU

We encourage you to play your part in reducing our impact on the environment and elect to be notified by email when your shareholder communications are available online. This means you will now receive timely, cost-effective, and greener online annual reports (and other communications as they become available) unless you request a printed copy.

WHAT ARE YOUR OPTIONS?

Receive email notifications when your shareholder communications become available online

Continue receiving a printed copy of all your communications

If you do not indicate your preference to us by 12 July 2017 you may not receive a full set of shareholder communications by post in the future. Instead we will write to you with details of how you can access the documentation.

Please refer to the back of this letter to make your selection.

If you have any questions about this letter please contact us.

Yours sincerely

Carmelina Carfora Company Secretary

Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority.

Computershare Investor Services PLC is registered in England & Wales, Company No. 3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol BS13 8AE.

PLEASE MAKE YOUR SELECTION HERE

Receive email notifications when your shareholder communications become available online

By providing your email address you will no longer receive paper copies of annual reports or any other shareholder communications that are available electronically. Instead you will receive emails advising you when and how to access documents online.

Please submit your email address by visiting our Investor Centre website:

www.investorcentre.co.uk/ecomms

SRN: !

  • YOUR SHAREHOLDER REFERENCE
  • NUMBER (SRN) IS IMPORTANT,
  • PLEASE KEEP IT IN A SAFE PLACE.

Continue receiving a printed copy of all your communications.

To continue to receive a printed copy of the annual report and other shareholder communications please tick and send this letter back to us in the enclosed reply paid envelope.

If you take no action

If you do not indicate your preference to us by 12 July 2017 you may not receive a full set of shareholder communications by post in the future. Instead we will write to you with details of how you can access the documentation.

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol, BS99 6ZY Tel: +44(0) 370 707 1413

Shareholder Reference Number

Notice of Availability - Annual Report and Notice of Meeting

Important - please read carefully

You can now access the Annual Report and Notice of Meeting, by visiting this website:

http://www.workspace.co.uk/investors

Would you like to receive electronic communications in the future?

Please submit your email address by visiting our Investor Centre website:

www.investorcentre.co.uk/ecomms

YOUR SHAREHOLDER REFERENCE NUMBER (SRN) IS IMPORTANT, PLEASE KEEP IT IN A SAFE PLACE. SRN: ! Like the sound of electronic communications? Did you know you can also manage your shareholding online? Register at www.investorcentre.co.uk Manage your shareholding with ease! Investor Centre is our free self-service website where you can utilise the following services and more: Switch to ecommunications Manage future payments View your Shareholding Change your address

Computershare Investor Services PLC (CIS PLC) is authorised and regulated by the Financial Conduct Authority. CIS PLC is registered in England & Wales, Company No. 3498808, at: The Pavilions, Bridgwater Road, Bristol BS13 8AE.

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