TheWorks uk : Shareholder Circular and Notice of General Meeting (Proposed delisting and Admission to AIM)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

LR13.3.1(4)

LR13.3.1(6)

If you sell or transfer or have sold or transferred all of your Ordinary Shares, you should send this document, but not the personalised Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. However, this document should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

This document is a circular relating to (i) the proposed cancellation of admission of the Ordinary Shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, prepared in accordance with Chapter 13 of the Listing Rules and (ii) the proposed admission of the Ordinary Shares to trading on the London Stock Exchange's AIM market. This document can also be obtained free of charge on request from the Company's Registrars, Equiniti Limited, or from the Company's website at https://corporate.theworks.co.uk/investors.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the Financial Conduct Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser.

THEWORKS.CO.UK PLC

(a public limited company incorporated in England and Wales with registered number 11325534)

PROPOSED CANCELLATION OF ADMISSION TO THE PREMIUM SEGMENT OF THE OFFICIAL LIST AND TO TRADING ON THE MAIN MARKET FOR LISTED SECURITIES OF THE LONDON STOCK EXCHANGE

and

PROPOSED ADMISSION TO TRADING ON AIM

and

NOTICE OF GENERAL MEETING

Nominated Adviser	Broker
Singer Capital Markets Advisory LLP	Singer Capital Markets Securities Limited

You should carefully read the whole of this document. Your attention is drawn to the letter from the Chair of the Company in Part I (Letter from the Chair of TheWorks.co.uk plc) of this document. This letter explains the background to, and reasons for, the proposed delisting from the Official List and should be considered by Shareholders when deciding what action to take in relation to the Resolution to be proposed at the General Meeting and which contains the Directors' unanimous recommendation that you vote in favour of the Resolution to be proposed at the General Meeting.

A Notice of General Meeting of the Company, to be held at 9.30 a.m. on 4 April 2024 at the offices of Squire Patton Boggs (UK) LLP at 60 London Wall, London EC2M 5TQ is set out at the end of this document. Whether or not you intend to attend the General Meeting in person, you are requested to complete and submit a proxy appointment in accordance with the notes to the Notice of General Meeting. Forms of Proxy for use at the General Meeting should be completed and returned to the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA as soon as possible and, in any event, so as to arrive by no later than 9.30 a.m. on 2 April 2024 (or, if the General Meeting is adjourned, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting).

Shareholders can exercise their votes by submitting their Form of Proxy by post or electronically as soon as possible. Shareholders can vote electronically at www.sharevote.co.uk using the relevant reference numbers printed on the Form of Proxy. Alternatively, Shareholders who have already registered with the Registrar's online portfolio service, Shareview, can submit their proxy electronically at www.shareview.co.uk.

CREST members may use the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice of General Meeting. If a Shareholder is an institutional investor, they 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. All proxies should be received as soon as possible and, in any event, by no later than

9.30 a.m. on 2 April 2024 (or, if the General Meeting is adjourned, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting). Further details of the proxy appointment methods are set out in the Notice of General Meeting at the end of this document.

Completion and return of a Form of Proxy, the giving of a CREST Proxy Instruction or the completion of a proxy form online will not preclude Shareholders from attending and voting in person at the General Meeting, or any adjournment thereof, (in each case, in substitution for their proxy vote) if they wish to do so and are so entitled, subject to any legislation in force temporarily limiting such rights.

If you have any questions about this document, please call the Registrar's Shareholder Helpline on [phone]. The Shareholder Helpline will be open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls to the Shareholder Helpline from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For deaf and speech impaired customers, the Shareholder Helpline welcome calls via Relay UK. Please see www.relayuk.bt.com for more information. For legal reasons, the Shareholder Helpline will only be able to provide information contained in this document and information relating to the Company's register of members and will be unable to give advice on the merits of the Delisting, AIM Admission or the Resolution or provide legal, financial, tax or investment advice.

The Ordinary Shares are currently listed on the premium listing segment of the Official List and traded on the main market for listed securities of London Stock Exchange plc ("London Stock Exchange"). Subject to, amongst other things, the passing of the Resolution at the General Meeting, it is proposed that the listing of the Company's Ordinary Shares on the Official List and trading on the London Stock Exchange's main market for listed securities be cancelled ("Delisting") and an application will be made for the Ordinary Shares to be admitted to trading on AIM ("AIM Admission"). It is expected that AIM admission will become effective and that dealings of the Ordinary Shares will commence on AIM at 8.00 a.m. on 3 May 2024 and will occur simultaneously with the Delisting becoming effective.

Singer Capital Markets, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Delisting and AIM Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Singer Capital Markets, nor for providing advice in relation to the Delisting and AIM Admission or any other matters referred to in this document. Neither Singer Capital Markets nor any of its affiliates (nor their respective directors, partners, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets in connection with this document, any statement contained in this document, the Delisting or AIM Admission or otherwise. No representation or warranty, express or implied, is made by Singer Capital Markets as to the contents of this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on Singer Capital Markets by FSMA or the regulatory regime established thereunder, none of Singer Capital Markets or any of their affiliates (nor their respective directors, partners, officers, employees or agents) accepts any responsibility whatsoever or make any representation or warranty, express or implied, to any person in respect of any acts or omissions of the Company in relation to the Delisting and AIM Admission for the contents of this document including its accuracy, completeness or verification or for any other statement made or purported to be made by or on behalf of it, the Company or the Directors in connection with the Company, the Ordinary Shares, the Delisting or AIM Admission and other matters referred to in this document and nothing in this document is or shall be read as a promise or representation in this respect whether as to the past or future. Singer Capital

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Markets accordingly disclaims all and any liability whatsoever whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of any acts or omissions of the Company in relation to the Delisting, the AIM Admission or this document or any such statement.

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by the Company. Subject to FSMA, the Listing Rules and the Disclosure Guidance and Transparency Rules, the delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in this document is correct as at any time after this date. Without limitation, the contents of the Company's website, or any links accessible through the Company's website, do not form part of this document.

The contents of this document are not to be construed as legal, business or tax advice. Each Shareholder should consult his, her or its own legal adviser, financial adviser or tax adviser.

Capitalised terms have the meanings ascribed to them in the "Definitions" section of this document.

The date of this document is 19 March 2024.

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CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS	5
IMPORTANT INFORMATION	6
DEFINITIONS	7
DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE, AND ADVISERS	10
PART I LETTER FROM THE CHAIR OF THEWORKS.CO.UK PLC	11
PART II INFORMATION ON DELISTING AND AIM ADMISSION	18
NOTICE OF GENERAL MEETING	21

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the table below is indicative only and may be subject to change.

Event
Publication of this document	19 March 2024
Latest time and date for receipt of completed Forms of Proxy	9.30 a.m. on 2	April 2024
Record time and date for entitlement to vote at the General Meeting	6.30 p.m. on 2	April 2024
Time and date of General Meeting	9.30 a.m. on 4	April 2024
Publication of Schedule One Announcement	4	April 2024
Last day of dealings in the Ordinary Shares on the Main Market	2 May 2024
Cancellation of the listing of the Ordinary Shares from the Official List	8.00 a.m. on 3 May 2024 LR5.2.5(1)(c)
becomes effective
Admission of, and commencement of dealings in, the Ordinary Shares	8.00 a.m. on 3 May 2024
on AIM

Notes:

If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by way of an announcement on a Regulatory Information Service. References in this document to time are to London time, unless specified otherwise.

Shareholders may not use any electronic address provided in this document or any related documents to communicate with the Company for any purpose other than those expressly stated.

The ISIN code for the Ordinary Shares will remain GB00BF5HBF20.

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IMPORTANT INFORMATION

Forward-looking statements

This document contains forward-looking statements which are based on the beliefs, expectations and assumptions of the Directors and other members of senior management about the Company's business. All statements other than statements of historical fact included in this document may be forward-looking statements. Generally, words such as "will", "may", "should", "could", "estimates", "continue", "believes", "expects", "aims", "targets", "projects", "intends", "anticipates", "plans", "prepares", "seeks" or, in each case, their negative or other variations or similar or comparable expressions identify forward-looking statements.

These forward-looking statements are not guarantees of future performance, and there can be no assurance that the expectations reflected in such forward-looking statements will prove to have been correct. Rather, they are based on the current beliefs, expectations and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, that may cause actual results, performance, plans, objectives, achievements or events to differ materially from those express or implied in such forward-looking statements. Undue reliance should, therefore, not be placed on such forward-looking statements.

New factors will emerge in the future, and it is not possible to predict which factors they will be. In addition, the impact of each factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statement or statements cannot be assessed, and no assurance can therefore be provided that assumptions will prove correct or that expectations and beliefs will be achieved.

Any forward-looking statement contained in this document based on past or current trends and/or activities of the Company should not be taken as a representation that such trends or activities will continue in the future. No statement in this document is intended to be a profit forecast or to imply that the earnings of the Company for the current year or future years will match or exceed historical or published earnings of the Company.

Each forward-looking statement speaks only as at the date of this document and is not intended to give any assurance as to future results. The Company and/or its Directors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document as a result of new information, future events or other information, except to the extent required by the Listing Rules, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or by applicable law.

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DEFINITIONS

The definitions set out below apply throughout this document unless the context requires otherwise.

"AIM"	AIM, a market operated by the London Stock Exchange;
"AIM Admission"	the admission of the Ordinary Shares to trading on AIM becoming
	effective in accordance with the AIM Rules;
"AIM Rules"	the "AIM Rules for Companies", published by the London Stock
	Exchange from time to time;
"Articles of Association" or	the articles of association of the Company, as amended from time
"Articles"	to time;
"Board"	the board of directors of the Company from time to time;
"Business Day"	any day on which banks are generally open in London for the
	transaction of business other than a Saturday or Sunday or
	public holiday;
"certified" or "in certified form"	a share or other security which is not in uncertificated form (that is,
	not in CREST);
"Companies Act"	the Companies Act 2006, as amended, modified or re-enacted from
	time to time;
"CREST Manual"	the CREST Manual published by Euroclear, as amended from time
	to time;
"CREST member"	a person who has been admitted by Euroclear as a system-member
	(as defined in the CREST Regulations);
"CREST Regulations"	the Uncertified Securities Regulations 2001 (SI 2001 No. 3755)
	(including as it forms part of the domestic law of the United
	Kingdom by virtue of the European Union (Withdrawal Act) 2018),
	as amended, modified or re-enacted from time to time;
"Delisting"	the proposed cancellation of the listing of the Company's Ordinary
	Shares on the Official List and from trading on the London Stock
	Exchange's main market for listed securities;
"Directors"	the directors of the Company at the date of this document and
	"Director" means any one of them;
"Disclosure Guidance and	the disclosure guidance and transparency rules made by the FCA
Transparency Rules"	under Part VI of FSMA (as set out in the FCA Handbook), as
	amended, modified or re-enacted from time to time;
"Euroclear"	Euroclear UK & International Limited, a company incorporated in
	England and Wales with registered number 02878738, whose
	registered office is at 33 Cannon Street, London EC4M 5SB;
"FCA" or	the Financial Conduct Authority of the United Kingdom or any
"Financial Conduct Authority"	successor body or bodies carrying out the functions currently
	carried out by the Financial Conduct Authority;
"Form of Proxy"	the hard copy form of proxy for use at the General Meeting;

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"FSMA"	the Financial Services and Markets Act 2000, as amended,
	modified or re-enacted from time to time;
"General Meeting"	the general meeting of the Company to be convened pursuant to
	the notice of general meeting set out in this document (including
	any adjournment thereof);
"Interim Results Announcement"	the announcement published by the Company on 18 January 2024
	of its unaudited interim results for the 26 weeks ended 29 October
	2023 and containing a trading update for the 11 weeks ended
	14 January 2024;
"Listing Rules"	the listing rules made under Part VI of FSMA (as set out in the FCA
	Handbook), as amended, modified or re-enacted from time to time;
"London Stock Exchange"	London Stock Exchange plc, a company incorporated in England
	and Wales with registered number 02075721, whose registered
	office is at 10 Paternoster Square, London EC4M 7LS or its
	successor(s);
"Main Market"	the London Stock Exchange's main market for listed securities;
"Notice of General Meeting"	the notice convening the General Meeting as set out in this
	document;
"Official List"	the list maintained by the UK Financial Conduct Authority in
	accordance with section 74(1) of FSMA for the purposes of Part VI
	of FSMA;
"Ordinary Shares"	ordinary shares of one penny each in the capital of the Company;
"pounds" or "£" or "pound sterling" the lawful currency of the United Kingdom;
"Prospectus Regulation Rules"	the Prospectus Regulation Rules of the FCA made under section
	73A of FSMA, as amended from time to time;
"QCA Governance Code"	the Corporate Governance Code published by the Quoted
	Companies Alliance;
"Registrar"	Equiniti Limited, a company incorporated in England and Wales with
	registered number 06226088, whose registered office is at Aspect
	House, Spencer Road, Lancing BN99 6DA;
"Regulatory Information Service"	one of the regulatory information services authorised by the FCA to
	receive, process and disseminate regulatory information from
	listed companies;
"Resolution"	the special resolution to be proposed at the General Meeting to
	approve the Delisting and AIM Admission as set out in the Notice
	of General Meeting;
"Schedule One Announcement"	the announcement to be issued by the Company subject to the
	passing of the Resolution at the General Meeting which complies
	with the requirements of Schedule One to the AIM Rules comprising
	information required to be disclosed by companies transferring their
	securities from the Official List to AIM via the AIM Designated
	Market route, including the appendix to such announcement;
"Shareholder(s)"	holder(s) of Ordinary Shares;
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"Singer Capital Markets"as the context dictates means, Singer Capital Markets Advisory LLP, a limited liability partnership registered in England and Wales with registered number OC364131, whose registered office is at One Bartholomew Lane, London EC2N 2AX, in its capacity as nominated adviser to the Company in connection with AIM Admission and/or Singer Capital Markets Securities Limited, a company incorporated in England and Wales with registered number 05792780, whose registered office is at One Bartholomew Lane, London EC2N 2AX, in its capacity as corporate broker to the Company;

"The Works" or "Company" TheWorks.co.uk plc, a company incorporated in England and Wales with registered number 11325534, whose registered office is at Boldmere House, Faraday Avenue, Hams Hall Distribution Park, Coleshill, Birmingham, England B46 1AL;

"UK Corporate Governance Code" The UK Corporate Governance Code published by the Financial

	Reporting Council;
"uncertificated" or	a share or other security recorded on the relevant register of the
"in uncertificated form"	share or security concerned as being held in uncertificated form in
	CREST and title to which by virtue of the CREST Regulations may
	be transferred by means of CREST; and
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland.

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DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors	Carolyn Bradley (Chair)
	Gavin Peck (Chief Executive Officer)
	Rosie Fordham (Chief Financial Officer)
	Harry Morley (Senior Independent Non-Executive Director)
	Catherine Glickman (Independent Non-Executive Director)
	John Goold (Non-Executive Director)
	Mark Kirkland (Non-Executive Director)
Company Secretary	Bernwood Cosec Limited
Registered Office	TheWorks.co.uk plc
	Boldmere House
	Faraday Avenue
	Hams Hall Distribution Park
	Coleshill
	Birmingham
	B46 1AL
Nominated Adviser	Singer Capital Markets Advisory LLP
	One Bartholomew Lane
	London
	EC2N 2AX
Broker	Singer Capital Markets Securities Limited
	One Bartholomew Lane
	London
	EC2N 2AX
Legal Advisers to the Company	Squire Patton Boggs (UK) LLP
	60 London Wall
	London
	EC2M 5TQ
Legal Advisers to the	Osborne Clarke LLP
Nominated Adviser and Broker	One London Wall
	London
	EC2Y 5EB
Registrar	Equiniti Limited
	Aspect House
	Spencer Road
	Lancing
	BN99 6DA

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