LSL Property Services : Special Resolutions Passed at 2024 AGM

Company No. 5114014

THE COMPANIES ACT 2006 (the "Act")

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

LSL Property Services plc (LSL)

Passed on 20th June 2024

At an Annual General Meeting of the Company, duly convened and held at Royal Lancaster London, Lancaster Terrace, London, W2 2TY on 20th June 2024 at 10:00am, the following resolutions were duly passed:

SPECIAL RESOLUTIONS

Resolution 14:

That, subject to the passing of resolution 13 (Authority to Allot Shares), the Directors be and are hereby authorised to allot equity securities (as defined in section 560 of the Companies Act 2006 (Act)) for cash under the authority given by resolution 13 and/or to sell shares in LSL (Shares) as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, such authority to be limited to:

a. the allotment of equity securities and/or the sale of treasury shares for cash in connection with an offer of, or an invitation to apply for, equity securities (but in the case of an allotment pursuant to the authority granted under Resolution 13(b), such power shall be limited to the allotment of equity securities in connection with a fully pre-emptive offer (including a rights issue or an open offer)):

i. to holders of ordinary shares in proportion (or as nearly may be practicable) to their existing holdings; and;

1. 1. to holders of other equity securities as required by the rights of those securities or, subject to such rights, if the Directors of the Company consider otherwise necessary, and so that the Directors may impose any limits or restrictions and make 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, or the requirements of any relevant regulatory body or stock exchange in, any territory or any other matter;
2. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 14(a) above) up to a nominal amount of £20,774;
3. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 14(a) or 14(b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph 14(b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire at the conclusion of LSL's next AGM or, if earlier, close of business on 20 September 2025, but, in each case, prior to its expiry LSL may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury Shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury Shares) under any such offer or agreement as if the authority had not expired.

Resolution 15:

That, if resolution 14 (Disapplication of Pre-emption Rights) is passed, the Directors be authorised in addition to any authority granted under resolution 14 above to allot equity securities (as defined in section 560 of the Companies Act 2006 (Act)) for cash under the authority given by resolution 14 and/or to sell shares in LSL (Shares) as treasury Shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, such authority to be limited to:

a. the allotment of equity securities or sale of treasury shares up to a nominal amount of £20,774, such authority to be used only for the purpose of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or an specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and

b. the allotment of equity securities or sale of treasury shares (other than under paragraph 15(a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph 15(a) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire at the conclusion of LSL's next AGM or, if earlier, close of business on 20 September 2025 but, in each case, prior to its expiry LSL may make offers, and enter in to agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 16:

That, LSL be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (Act) to make market purchases (as defined in section 693(4) of the Act) of ordinary shares of 0.2 pence each in the capital of LSL (Shares) on such terms and in such manner as the Directors may from time to time determine provided that:

a. the maximum number of Shares hereby authorised to be purchased is 10,387,051;

b. the minimum price (exclusive of expenses) which may be paid for each Share is 0.2 pence (being the nominal value thereof);

c. the maximum price (exclusive of expenses) which may be paid for each Share shall be an amount equal to the highest of:

i. 5% above the average of the middle market quotations for the Shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the relevant Share is contracted to be purchased; and

1. the higher of the price quoted for the last independent trade and the highest current independent bid for a Share in LSL on the trading venue where the market purchase is carried out;

d. the authority hereby conferred shall (unless previously renewed or revoked) expire in 15 months or at the conclusion of the next AGM (whichever occurs first and unless previously renewed, revoked or varied by LSL in general meeting); and

e. LSL may make a contract to purchase Shares under the authority conferred by this resolution prior to the expiry of such authority, and such contract will or may be executed wholly or partly after the expiry of such authority, and LSL may make a purchase of Shares in pursuance of any such contract.

Resolution 18:

That a general meeting (other than an AGM) may be called on not less than 14 clear days' notice.

………………………..

Chair