Workspace Group PLC — Proxy Solicitation & Information Statement 2013

Jun 24, 2013

WORKSPACE

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of Workspace Group PLC invites you to attend the Annual General Meeting of the Company to be held at Chester House, Kennington Park, 1-3 Brixton Road, London SW9 6DE on 25 July 2013 at 11.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 25 July 2013

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number:
SRN:
PIN:

View the Annual Report and Notice of Meeting online: http://investors.workspace.co.uk

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments (together with any power of attorney or other authority under which it is signed or a certified copy of such power of attorney) must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 23 July 2013 at 11.00 am.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who must attend the Meeting to represent you but need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. 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 (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 1413 or you may photocopy this form. Please indicate 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. 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 days (excluding weekends and any bank holiday) 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 3R450) not later than 48 hours (excluding weekends and any bank holiday) 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 0870 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 initialed 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. Where the member is a corporation, the Proxy Form must be executed under its common seal or signed by a duly authorised representative of the corporation, 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 shares 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 shares 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

50/10

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

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive and adopt the Company's annual report and accounts for the year ended 31 March 2013.	☐	☐	☐
2. To declare a final dividend of 6.45p per ordinary share.	☐	☐	☐
3. To re-elect as a director Mr Kitchen, who retires by rotation.	☐	☐	☐
4. To re-elect as a director Mr Hopkins, who retires by rotation.	☐	☐	☐
5. To re-elect as a director Mr Clemett, who retires by rotation.	☐	☐	☐
6. To re-elect as a director Dr Moloney, who retires by rotation.	☐	☐	☐
7. To re-elect as a director Mr Cragg, who retires by rotation.	☐	☐	☐
8. To elect as a director Mr Girling, who has been appointed since the last Annual General Meeting of Workspace Group PLC.	☐	☐	☐
9. To elect as a director Mr Russell, who has been appointed since the last Annual General Meeting of Workspace Group PLC.	☐	☐	☐
10. To receive and approve the directors' remuneration report.	☐	☐	☐
11. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.	☐	☐	☐
12. To authorise the directors to determine the remuneration of the auditors.	☐	☐	☐
13. To authorise the directors to allot equity securities.	☐	☐	☐
Special Resolutions	☐	☐	☐
14. To authorise the disapplication of pre-emption rights.	☐	☐	☐
15. To authorise the Company to purchase the Company's shares.	☐	☐	☐
16. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.	☐	☐	☐

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2008) 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 Chester House, Kennington Park, 1-3 Brixton Road, London SW9 6DE on 25 July 2013 at 11.00 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.

Please use a black pen. Mark with an X inside the box as shown in this example.

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive and adopt the Company's annual report and accounts for the year ended 31 March 2013.	☐	☐	☐
2. To declare a final dividend of 6.45p per ordinary share.	☐	☐	☐
3. To re-elect as a director Mr Kitchen, who retires by rotation.	☐	☐	☐
4. To re-elect as a director Mr Hopkins, who retires by rotation.	☐	☐	☐
5. To re-elect as a director Mr Clemett, who retires by rotation.	☐	☐	☐
6. To re-elect as a director Dr Moloney, who retires by rotation.	☐	☐	☐
7. To re-elect as a director Mr Cragg, who retires by rotation.	☐	☐	☐
8. To elect as a director Mr Girling, who has been appointed since the last Annual General Meeting of Workspace Group PLC.	☐	☐	☐
Ordinary	For	Against	Vote Withheld
---	---	---	---
9. To elect as a director Mr Russell, who has been appointed since the last Annual General Meeting of Workspace Group PLC.	☐	☐	☐
10. To receive and approve the directors' remuneration report.	☐	☐	☐
11. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.	☐	☐	☐
12. To authorise the directors to determine the remuneration of the auditors.	☐	☐	☐
13. To authorise the directors to allot equity securities.	☐	☐	☐
Special Resolutions	☐	☐	☐
14. To authorise the disapplication of pre-emption rights.	☐	☐	☐
15. To authorise the Company to purchase the Company's shares.	☐	☐	☐
16. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.	☐	☐	☐

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

DD/MM/YY

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

H701
06
WSP