Pre-Annual General Meeting Information • Jun 13, 2024
Pre-Annual General Meeting Information
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If you are in any doubt as to the action you should take, you are recommended to seek advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000.
If you have sold or transferred all of your Ordinary Shares, please forward this document and the accompanying form of proxy to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or transferred only part of your Ordinary Shares, please consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
(Incorporated and registered in England and Wales under number 2041612)

Notice of an Annual General Meeting of Workspace Group PLC to be held at the Company's Eventspace venue at 29 Finsbury Circus, London EC2M 5SQ, commencing at 11.00 a.m. on Thursday, 25 July 2024, is set out at the end of this document. Shareholders will find enclosed with this document a form of proxy for use in connection with the AGM. To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed thereon, as soon as possible and, in any event, so as to reach the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by no later than 11.00 a.m. on Tuesday, 23 July 2024 or, in the event of an adjournment, not less than 48 hours (excluding non-working days) before the time fixed for the adjourned meeting. Completion and return of a form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting should they choose to do so.
In this document, except where the context otherwise requires, the following expressions shall have the following meanings:
the remuneration report for the financial year ended 31 March 2024 (other than the Remuneration Policy), contained on pages 186 to 217 of the Annual Report and Accounts;
the Companies Act 2006 (as amended from time to time);
the annual general meeting of the Company convened for Thursday, 25 July 2024, notice of which is set out at the end of this document, or any reconvened meeting following adjournment thereof;
the annual report and accounts of the Company and the Group for the financial year ended 31 March 2024 and the reports of the Directors and auditors thereon;
the articles of association of the Company currently in force;
the Directors of the Company for the time being;
the UK Corporate Governance Code published in July 2018;
Workspace Group PLC;
has the meaning given to it in section 560(1) of the Act;
the Company and its subsidiary undertakings from time to time;
the Investment Association;
the Workspace Group PLC Long Term Incentive Plan;
the notice of AGM contained in this document;
the ordinary shares with a nominal value of £1.00 each in the capital of the Company;
the Directors' remuneration policy, contained on pages 198 to 201 of the Annual Report and Accounts;
the Workspace Sharesave Plan 2022;
the holders of Ordinary Shares; and
the Companies (Shareholders' Rights) Regulations 2009 (SI 2009/1632) (as amended from time to time).

(Incorporated and registered in England and Wales under number 2041612)
Duncan Owen (Non-Executive Chair) Graham Clemett (Chief Executive Officer) David Benson (Chief Financial Officer) Rosie Shapland (Non-Executive Director) Lesley-Ann Nash (Non-Executive Director) Manju Malhotra (Non-Executive Director) Nick Mackenzie (Non-Executive Director) David Stevenson (Non-Executive Director)
Registered office: Canterbury Court Kennington Park 1-3 Brixton Road London SW9 6DE
13 June 2024
To Shareholders and, for information only, to share option holders
I am pleased to notify you of the thirty-eighth annual general meeting of the Company, which will be held at the Company's Eventspace venue at 29 Finsbury Circus, London EC2M 5SQ on Thursday, 25 July 2024 commencing at 11.00 a.m.
The formal Notice convening the AGM is set out on pages 6 to 8 of this document and an explanation of each of the resolutions that the Directors will be proposing at the AGM is set out below.
In the event it becomes necessary to make any changes to the arrangements for the AGM (including any change to the location of the AGM), this information will be communicated to Shareholders before the meeting through our website (www.workspace.co.uk) and, where appropriate, by RNS announcement.
If you cannot attend the AGM, but wish to vote on the AGM resolutions, please complete the form of proxy enclosed with this circular. To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed thereon, as soon as possible, and in any event, to reach the Company's registrars, Computershare Investor Services PLC, no later than 11.00 a.m. on 23 July 2024 or, in the event of an adjournment, not less than 48 hours (excluding non-working days) before the time fixed for the adjourned meeting.
For any shareholders who are unable to attend the AGM in person, we have set up a dedicated electronic mailbox for Shareholders to submit questions to the Board. Please send your questions to [email protected] by no later than 11.00 a.m. on Thursday, 25 July 2024, stating your name and Shareholder Reference Number (as printed on your Form of Proxy). We will collate the questions we receive and will select a representative sample which will be answered on the Company's website at www.workspace. co.uk as soon as practicable after the conclusion of the AGM. We will also endeavour to provide answers directly to the Shareholders who submitted the questions.
The business of the AGM will begin with a resolution to receive and adopt the Annual Report and Accounts.
Resolution 2 seeks approval by Shareholders for the 2024 Annual Remuneration Report (other than the Remuneration Policy which does not need to be approved by Shareholders this year). The vote is advisory, and no Directors' remuneration is conditional upon passing the resolution.
A final dividend of 19.0 pence per Ordinary Share, to be paid as a REIT Property Income Distribution, has been recommended by the Board for the year ended 31 March 2024 and, if approved by Shareholders, will be paid on 2 August 2024 to all Shareholders on the register at the close of business on 5 July 2024.
The Articles require one-third of the current Directors to retire by rotation at every annual general meeting. However, the Company has adopted the requirements of the Code in relation to Directors' appointments and in particular the annual re-election of all Directors.
Therefore, in accordance with the Code, all of the Directors will retire at the AGM and, being eligible, offer themselves for election or re-election.
David Stevenson was appointed to the Board as a Non-Executive Director with effect from 1 June 2024. The Board is satisfied that David is independent in accordance with the Code and that there are no circumstances which are likely to impair or could appear to impair his independence. The Nominations Committee of the Company has considered David's commitments and has concluded that he has sufficient time to meet his Board responsibilities.
In relation to all the other Directors' re-election, following a formal performance review, the Board has determined that each of their performances continues to be effective and they continue to demonstrate commitment to their roles as Directors, including commitment of the necessary time for Board and committee meetings and other duties. The Board is satisfied that each of the Non-Executive Directors offering themselves for re-election remains independent in accordance with the Code and that there are no circumstances which are likely to impair or could appear to impair their independence. Biographical details of each of the Directors are set out on pages 118 to 120 of the Annual Report and Accounts.
The Company is required at each general meeting at which accounts are presented to appoint auditors to hold office until the next such meeting. During the last financial year, the Company re-tendered the external audit contract with respect to the audit for the year ended 31 March 2025. Following that process, the Board agreed to recommend the appointment of BDO LLP as the Company's auditors at the AGM.
Therefore, subject to BDO LLP's appointment by Shareholders at the AGM pursuant to Resolution 12, the audit of the Annual Report and Accounts will be the last performed by KPMG LLP. As required by section 519 of the Act, KPMG LLP has provided the Company with a ''Statement of Reasons'' connected with its resignation, which is set out in Appendix 1 to this Notice. The Company intends to re-tender the external audit contract at least once every 10 years.
Resolution 13 is a routine resolution to authorise the Directors to agree the remuneration of the auditors.
The authority given to the Directors to allot further shares or to grant rights to subscribe for, or to convert securities into shares in the capital of the Company requires the prior authorisation of the Shareholders in general meeting under section 551 of the Act.
Upon the passing of Resolution 14 (pursuant to paragraph (a)(i) of Resolution 14), the Directors will have the necessary authority until the conclusion of the next annual general meeting of the Company in 2025 or, if earlier, 30 September 2025 to allot and/or grant rights to subscribe for, or convert securities into, Shares, up to an aggregate nominal amount of £63,970,130 (which represents approximately one-third of the issued ordinary share capital of the Company as at 6 June 2024 (being the latest practicable date prior to publication of this document)).
In addition, in line with guidance issued by the IA on the expectations of institutional investors in relation to the authority of Directors to allot shares, upon the passing of Resolution 14 (pursuant to paragraph (a)(ii) of Resolution 14), the Directors will have authority, until the conclusion of the next annual general meeting of the Company in 2025 or, if earlier, 30 September 2025 to allot and/or grant rights to subscribe for, or convert securities into, Shares in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £127,940,261, as reduced by the aggregate nominal amount of any shares issued under paragraph (a)(i) of Resolution 14. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 6 June 2024 (being the latest practicable date prior to publication of this document).
In order to ensure that the maximum aggregate nominal amount of Equity Securities allotted and/or granted under Resolution 14 is never more than an amount equal to two-thirds of the issued ordinary share capital as at 6 June 2024, deductions will be made from paragraph (a)(i) or (a)(ii) to ensure this remains the case, whether or not the Company issues shares under paragraph (a)(i) or paragraph (a)(ii) first. As at the date of this document, the Company holds no shares in treasury.
This limited authority will enable the Directors to issue shares when they believe it is in the interests of the Company to do so. It replaces the authority granted at the last annual general meeting of the Company in 2023, which will remain in force up until the conclusion of this year's AGM. While the Directors would always consider from time to time the best manner of financing the Group, the Directors have no present intention of issuing Ordinary Shares or other Equity Securities pursuant to Resolution 14 except in connection with the LTIP and/or Sharesave.
The Directors will continue to seek to renew this authority at each annual general meeting in accordance with current best practice.
Part 14 of the Act prohibits companies from making political donations exceeding £5,000 in aggregate in any 12-month period to (i) political parties, (ii) other political organisations and (iii) independent election candidates and from incurring political expenditure without shareholders' consent. However, as the definitions used in the Act are broad, it is possible that normal business activities, which might not be thought to be political expenditure in the usual sense, could be caught.
It remains the policy of the Company not to make political donations or incur political expenditure within the ordinary meaning of those words and the Board has no intention of using the authority for that purpose. The authority being sought in this Resolution 15 will not change that policy but is being sought as a precaution to allow the Company's normal business activities to be within the Act.
Resolution 16 is a special resolution and would, in very limited circumstances, give the Directors the power to allot Shares and/or to sell any Shares which the Company holds in treasury for cash without first offering them to the existing Shareholders in proportion to their existing shareholdings.
The power set out in Resolution 16 would be limited to allotments and/or sales: (i) in connection with pre-emptive offers and offers to holders of other Equity Securities if required by the rights of those shares, or as the Directors otherwise consider necessary; and (ii) in connection with the terms of any employees' share scheme for the time being operated by the Company.
The Directors intend to seek to renew such authority and power at successive annual general meetings.
The power under Resolution 16 will expire on the earlier of 30 September 2025 and the conclusion of the annual general meeting of the Company held in 2025.
Resolution 17 is a special resolution and authorises the Company to make market purchases (within the meaning of section 693 of the Act) on the London Stock Exchange of up to a maximum aggregate number of 19,191,039 Ordinary Shares (equivalent to approximately 10% of the current issued ordinary share capital of the Company (excluding any treasury shares) as at 6 June 2024 (being the latest practicable date prior to publication of this document), at a minimum price per Share of its nominal value and a maximum price of the higher of: (i) an amount equal to 105% of the average of the middle market quotations for a Share as derived from the London Stock Exchange Daily Official List for the period of five business days immediately preceding the date on which the Share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of a Share and the highest current independent purchase bid for a Share at the time on the trading venue where the purchase is carried out. Resolution 17 should not be taken as an indication that the Company will purchase Shares at any particular price or indeed at all. The Directors have no present intention of exercising the authority to make market purchases. However, the authority provides the flexibility to allow them to do so in the future, and the Directors would only consider making purchases if they believe that such purchases would result in an increase in earnings per share and are in the best interests of the Company and its Shareholders generally.
The authority will expire on the earlier of 30 September 2025 and the conclusion of the annual general meeting of the Company held in 2025. The Directors intend to seek to renew such authority and power at successive annual general meetings.
Any Shares purchased under the authority would either be cancelled, and the number of Shares in issue would be reduced accordingly or would be held in treasury. The Directors would consider holding as treasury shares any Shares which the Company repurchases pursuant to the authority provided by this Resolution 17. To the extent that any Shares repurchased by the Company are held in treasury, earnings per share will only be increased on a temporary basis until such time as the Shares are sold or transferred out of treasury. Overall, the Directors believe that the ability of the Company to hold Shares in treasury will provide the Company with greater flexibility in the management of its share capital.
The Company has options outstanding over 2,495,907 Shares; the aggregate nominal amount of which represents approximately 1.30% of the Company's issued ordinary share capital as at 6 June 2024 (being the latest practicable date prior to publication of this document). If the Company bought back the maximum number of Shares permitted pursuant to this Resolution 17, then the total number of options to subscribe for Shares outstanding at 6 June 2024 would represent approximately 1.45% of the reduced issued ordinary share capital of the Company.
Resolution 18 is a special resolution to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice. Before the coming into force of the Shareholders' Rights Regulations on 3 August 2009, the Company was able to call general meetings (other than an annual general meeting) on 14 clear days' notice without obtaining Shareholder approval. Changes made to the Act by the Shareholders' Rights Regulations increased the notice period required for general meetings of the Company to 21 days unless Shareholders approve a shorter notice period (which cannot be less than 14 clear days). Annual general meetings will continue to be held on at least 21 clear days' notice.
Accordingly, in order to preserve the Company's ability to call general meetings (other than an annual general meeting) on 14 clear days' notice, Resolution 18 seeks such approval from Shareholders. The flexibility offered by this Resolution 18 will be used where, taking into account the circumstances, the Directors consider this appropriate in relation to the business to be considered at the general meeting. If granted, the approval will be effective until 30 September 2025 or, if earlier, the Company's next annual general meeting in 2025, when it is intended that a similar resolution will be proposed.
Whether or not you intend to be present at the AGM, you are requested to complete and sign the enclosed form of proxy and return it as soon as possible to the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Members may also register the appointment of a proxy electronically by accessing the website www.investorcentre.co.uk/eproxy, which is operated by Computershare Investor Services PLC. In either case, the proxy appointment must be received by Computershare Investor Services PLC no later than 11.00 a.m. on Tuesday, 23 July 2024 or, in the event of an adjournment, not less than 48 hours (excluding non-working days) before the time fixed for the adjourned meeting.
Alternatively, CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST messages must be received by the issuer's agent not later than 11.00 a.m. on Tuesday, 23 July 2024 or, in the event of an adjournment, not less than 48 hours (excluding non-working days) before the time fixed for the adjourned meeting. Completion and return of a form of proxy will not preclude Shareholders from attending and voting at the AGM should they choose to do so.
The Board considers that the resolutions to be proposed at the AGM are in the best interests of the Company and Shareholders as a whole, and the Board unanimously recommends that you vote in favour of the proposed resolutions. The Directors intend to vote in favour of the resolutions in respect of their own beneficial shareholdings in the Company.
Yours sincerely
(Incorporated and registered in England and Wales under number 2041612)
NOTICE IS HEREBY GIVEN that the thirty-eighth annual general meeting of the Company will be held at the Company's Eventspace venue at 29 Finsbury Circus, London EC2M 5SQ at 11.00 a.m. on Thursday, 25 July 2024 to consider and, if thought fit, to pass the following resolutions, of which numbers 1 to 15 will be proposed as ordinary resolutions (which must each receive more than 50% of the votes cast in favour to be passed) and numbers 16 to 18 will be proposed as special resolutions (which must each receive 75% or more of the votes cast in favour to be passed):
To consider and, if thought fit, pass each of the following Resolutions 1 to 15 (inclusive) as ordinary resolutions:
and so that the Directors 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 problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter.
The authorities conferred on the Directors under paragraphs (i) and (ii) of this Resolution 14 shall expire at the conclusion of the next annual general meeting of the Company in 2025 or, if earlier, 30 September 2025, save that under each authority the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for, or convert securities into, shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for, or convert securities into, shares under any such offer or agreement as if the relevant authority 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 14.
(as such terms are defined in Sections 363 to 365 of the Act) provided that the aggregate amount of any such donations and expenditure shall not exceed £20,000 during the period beginning with the date of the passing of this Resolution 15 and expiring at the earlier of the conclusion of the next annual general meeting of the Company in 2025 or, if earlier, 30 September 2025.
To consider and, if thought fit, to pass each of the following Resolutions 16 to 18 (inclusive) as special resolutions:
but so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter whatsoever; and
(b) 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),
such authority to expire at the conclusion of the next annual general meeting of the Company in 2025 or, if earlier, 30 September 2025, save that the Directors may, before the expiry of such period, make offers or agreements which would, or might, require Equity Securities to be allotted and/or treasury shares sold after the authority expires and the Directors may allot Equity Securities and/or sell treasury shares pursuant to any such offer or agreement as if the authority had not expired.
Words and expressions defined in or for the purposes of Part 17 of the Act shall bear the same meanings in this Resolution 16.
By order of the Board
Carmelina Carfora Company Secretary Dated: 13 June 2024
Registered Office: Canterbury Court Kennington Park 1-3 Brixton Road London SW9 6DE
The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.
Canterbury Court Kennington Park 1-3 Brixton Road London SW9 6DE
T +44 (0) 207 138 3300 F +44 (0) 207 247 0157 W www.workspace.co.uk E [email protected]
Private & confidential Workspace Group PLC Canterbury Court, Kennington Park 1-3 Brixton Road LONDON SW9 6DE
7 June 2024
Our ref: AR-2451
Contact: Bano Sheikh [email protected]
Dear Sir/Madam,
The reason connected with our ceasing to hold office is the holding of a competitive tender for the audit, where we mutually agreed we would not to participate due to scheduling difficulties on the prior year audit as well as a proposed increase in fee level from previous years that was not acceptable to the Group.
Yours faithfully,
KPMG LLP Audit registration number: 9188307 Audit registration address: 15 Canada Square Canary Wharf, London E14 5GL
KPMG LLP, a UK limited liability partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee
Registered in England No OC301540 Registered office: 15 Canada Square, London, E14 5GL For full details of our professional regulation please refer to 'Regulatory information' under 'About' at www.kpmg.com/uk
Reference – AR-2451

Canterbury Court Kennington Park 1-3 Brixton Road London SW9 6DE
T +44 (0)20 7138 3300 F +44 (0)20 7247 0157 W www.workspace.co.uk E [email protected]
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