TheWorks uk : 2022 AGM Proxy From

TheWorks.co.uk plc (the Company)

Attendance Card

Annual General Meeting to be held on:

Thursday 27 October 2022 at Boldmere House, Faraday Avenue, Hams Hall Distribution Park, Coleshill, Birmingham B46 1AL, at 9.00 a.m.

NOTICE OF AVAILABILITY - Notice of Annual General Meeting and Annual Report

You can now access the Annual Report for the 52-week period ended 1 May 2022 and the Notice of Annual General Meeting by visiting the website https://corporate.theworks.co.uk/investors.

If you wish to receive a paper copy of the Annual Report or Notice of Annual General Meeting, please contact the Company's registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Telephone [phone] or [phone] (if calling from outside the UK). Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday excluding public holidays in England and Wales. Please note the deadline for receiving proxies is 9.00 a.m. on 25 October 2022.

IMPORTANT INFORMATION

Shareholders can exercise their votes by submitting their proxy electronically (in accordance with the notes overleaf) or by post as soon as possible, and these must be received by no later than 9.00 a.m. on 25 October 2022. Please detach and retain this Attendance Card and bring it with you if you come along to the Annual General Meeting to show as evidence of your right to be admitted. Do not post this section with the Proxy Form.

TheWorks.co.uk plc

Proxy Form

Voting ID:

Task ID:

Shareholder Reference Number:

I/We, being a member of the Company, hereby appoint the Chair of the Board (see Note 1 overleaf) or

Name of proxy		Number of shares proxy is appointed for

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at Boldmere House, Faraday Avenue, Hams Hall Distribution Park, Coleshill, Birmingham B46 1AL, at 9.00 a.m. on 27 October 2022 and at any adjournment thereof. I have indicated with an 'X' how I/we wish my/our votes to be cast on the following resolutions.

You may also choose to submit your proxy vote electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number above.

Please mark an 'X' to indicate

RESOLUTIONS how you wish your proxy to vote

1. To receive and adopt the Directors' report and accounts for the 52-week period ended 1 May 2022
2. To declare a final dividend of 2.4 pence per share
3. To approve the Directors' remuneration report
4. To approve the Directors' remuneration policy
5. To appoint Carolyn Bradley as a Director
6. To reappoint Gavin Peck as a Director
7. To reappoint Stephen Alldridge as a Director
8. To reappoint Catherine Glickman as a Director

For

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Please mark an 'X' to indicate

RESOLUTIONS how you wish your proxy to vot'

1. To reappoint Harry Morley as a Director
2. To reappoint KPMG LLP as auditor
3. To authorise the Audit Committee to fix the auditor's remuneration
4. To authorise the Directors to allot shares
5. Authority to disapply statutory pre-emption rights
6. Additional authority to disapply statutory pre-emption rights
7. To authorise the Company to purchase its own shares
8. Authority to call a general meeting (other than an AGM) on not less than 14 clear days' notice

For

Against

Vote withheld

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	Signature				Date

Notes to the Proxy Form

1. As a member of the Company you are entitled to appoint one or more proxies, who need not be a shareholder, to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
2. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. To appoint as your proxy a person other than the Chair of the Meeting, insert their full name in the box. If you sign and return this Proxy Form with no name inserted in the box, the Chair of the Meeting will be deemed to be your proxy.
3. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant 'Vote withheld' box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes 'for' or 'against' a resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
4. In order to be valid, this Proxy Form and any power of attorney or any other authority under which it is signed (or a duly certified copy of such power or authority) must be:
5. • completed and signed;
   • sent or delivered to our registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; and
   • received by Equiniti no later than 9.00 a.m. on 25 October 2022.

Where the member is a corporation/company, this Proxy Form must be executed under its common seal or signed on its behalf by an officer, attorney or other person duly authorised by the corporation/company.

1. As an alternative to completing the hard-copy Proxy Form, you can appoint
   a proxy electronically by visiting www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number (shown on this Proxy Form). Alternatively, if you have already registered with Equiniti Limited's online portfolio service, Shareview, you can submit your Proxy Form at www.shareview.co.uk using your user ID and password. Once logged in, click 'View' on the 'My Investments' page, click on the link to vote and then follow the on-screen instructions. Full instructions on the procedure are given on both websites. Your proxy appointment(s) and instructions made electronically will not be valid if sent to any address other than those provided or if received by Equiniti Limited after 9.00 a.m. on 25 October 2022.
2. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

1. CREST members (i.e. those that hold shares in uncertificated form) who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by Equiniti Limited (ID: RA19) by 9.00 a.m. on 25 October 2022. See Notes 12 to 14 to the 2022 Notice of Annual General Meeting for further information on proxy appointment through CREST.
2. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9.00 a.m. on 25 October 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
3. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
4. You may not use any electronic address provided in this Proxy Form to communicate with the Company for any purposes other than those expressly stated.
5. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 (Nominated Persons). Nominated Persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
6. 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 as at 6.30 p.m. on 25 October 2022. 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.

Freepost RTHJ-CLLL-KBKU

Equiniti

Aspect House

Spencer Road

LANCING

BN99 8LU