AGM – Update on Proxy Votes

TheWorks.co.uk plc (the "Company")

2 October 2023

AGM - Update on Proxy Votes

Following the deadline of Monday 2 October 2023 for the receipt of proxy voting instructions in relation to the Company's Annual General Meeting ("AGM"), to be held on Wednesday 4 October 2023 at 9.00am, the Company today announces an update on votes cast in relation to the declaration of final dividend (Resolution 2).

As of 9.00am on Monday 2 October 2023, votes over a total of 23,366,016 (c.68.97% of total votes cast) Ordinary Shares had been cast by proxy against Resolution 2, the proposed Final Dividend of 1.6 pence per share, as set out in the AGM Notice published on 8 September 2023. Resolution 2 is an ordinary resolution requiring more than 50% of votes cast to be in favour in order to pass.

Based on the current proxy votes cast, Resolution 2 is not expected to pass at the AGM. However, shareholders should note that the instructions as to how proxy votes should be cast may be changed at any time until voting on the resolution has closed. Accordingly, the final voting position may be different to that indicated by the proxies cast to date.

As noted in the preliminary results announcement on 30 August 2023, ^[1] the Board carefully considered its approach to capital distribution for FY23. In seeking to achieve a reasonable compromise between returns to shareholders and prudence, the Board proposed a final dividend, with some shareholders subsequently expressing a preference for share buybacks over dividends.

Should Resolution 2 not pass at the AGM, the Board will make the appropriate announcements in accordance with the UK Corporate Governance Code and will consult further with Shareholders regarding alternative capital distributions, including consideration of share buybacks which form part of the Company's recently updated capital distribution policy.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (596/2014/EU) as the same has been retained in UK law as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310).

Notes:

[1] https://ir.design-portfolio.co.uk/viewer/101/59882