Workspace Group Plc. (incorporated and registered in England and Wales under number 2041612)

PROSPECTUS Workspace Group Pc (incorporated and registered in Engand and Waes under number 2041612) 6.00 per cent Stering Bonds due 2019 Issue price: 100 per cent 6.00 per cent Stering Bonds due 2019 (the Bonds) wi be issued by Workspace Group PLC (the Issuer). The Bonds bear interest from and incuding 9 October 2012 (the Issue Date) at a rate of 6.00 per cent per annum, payabe semi-annuay in arrear. The Bonds mature on 9 October 2019 (the Maturity Date). The tota principa amount of the Bonds to be issued wi be determined foowing a process of bookbuiding by Investec Bank pc and Numis Securities Limited (together, the Joint Lead Managers) and wi be set forth in an announcement which wi be pubished by the Issuer by a Reguatory Information Service on or about 3 October 2012 (the Sizing Announcement). The Issuer may, at its option, redeem a, but not in part ony, of the Bonds at any time at par pus accrued interest, in the event of certain tax changes. The Bonds may aso be redeemed in whoe by the Issuer, at its option, at any time at a price which sha be the higher of their principa amount and an amount cacuated by reference to the yied of the reevant United Kingdom Government Treasury Stock pus a margin of 0.5 per cent, together with accrued interest. See Terms and Conditions of the Bonds Redemption and Purchase. The Bonds are aso subject to redemption at the option of the hoders of the Bonds (the Bondhoders) as described in Terms and Conditions of the Bonds Redemption and Purchase Redemption at the option of the Bondhoders upon a Change of Contro Event. Appication has been made to the Financia Services Authority in its capacity as competent authority under the Financia Services and Markets Act 2000 (the UK Listing Authority) for the Bonds to be admitted to the Officia List of the UK Listing Authority and to the London Stock Exchange pc (the London Stock Exchange) for the Bonds to be admitted to trading on the London Stock Exchange s Reguated Market (the Market) and through the eectronic order book for retai bonds (ORB) of the London Stock Exchange. The Market is a reguated market for the purposes of Directive 2004/39/EC of the European Pariament and of the Counci on markets in financia instruments (the Markets in Financia Instruments Directive). The Bonds wi initiay be represented by a goba bond (the Goba Bond), without interest coupons, which wi be deposited on or about the Issue Date with a common depositary for Eurocear Bank SA/NV (Eurocear) and Cearstream Banking, société anonyme (Cearstream, Luxembourg). Interests in the Goba Bond wi be exchangeabe for definitive Bonds (Definitive Bonds) ony in certain imited circumstances see Summary of Provisions reating to the Bonds whie in Goba Form. An investment in Bonds invoves certain risks. Prospective Investors shoud have regard to the factors described under the heading Risk Factors on page 10. Investec Joint Lead Managers Numis Securities The date of this Prospectus is 18 September 2012

This Prospectus comprises a prospectus for the purposes of Artice 5.4 of Directive 2003/71/EC, as amended, to the extent that such amendments have been impemented in the reevant Member State of the European Economic Area (the Prospectus Directive) and for the purpose of giving information with regard to the Issuer and the Issuer and its subsidiaries taken as a whoe (the Group) and the Bonds which, according to the particuar nature of the Issuer and the Bonds, is necessary to enabe Investors to make an informed assessment of the assets and iabiities, financia position, profit and osses and prospects of the Issuer. The Issuer accepts responsibiity for the information contained in this Prospectus and CBRE Limited (together with the Issuer, the Responsibe Persons) accepts responsibiity for the information contained in Description of the Issuer Vauation. To the best of the knowedge of the Issuer (having taken a reasonabe care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything ikey to affect the import of such information. In addition, in the context of any offer of Bonds that is not within an exemption from the requirement to pubish a prospectus under the Prospectus Directive (a Pubic Offer), the Issuer accepts responsibiity in the United Kingdom, for the content of this Prospectus in reation to any person (an Investor) to whom an offer of any Bonds is made by any financia intermediary where the offer is made pursuant to the conditions set out in the foowing paragraph (an Authorised Distributor). However, neither the Issuer nor any of the Joint Lead Managers has any responsibiity for any of the actions of any Authorised Distributor, incuding compiance by an Authorised Distributor with appicabe conduct of business rues or other oca reguatory requirements or other securities aw requirements in reation to such offer. The Issuer consents to the use of this Prospectus in connection with a Pubic Offer of any Bonds during the period commencing from, and incuding, 19 September 2012 unti 12 noon (London time) on, 2 October 2012 or such earier or ater time and date as may be agreed between the Issuer and the Joint Lead Managers and announced via a Reguatory Information Service (the Offer Period) in the United Kingdom by any financia intermediary which satisfies the foowing conditions: (a) is authorised to make such offers under the Markets in Financia Instruments Directive; (b) acts in accordance with a appicabe aws, rues, reguations and guidance of any appicabe reguatory bodies (the Rues), incuding the Rues pubished by the Financia Services Authority (incuding its guidance for distributors in The Responsibiities of Providers and Distributors for the Fair Treatment of Customers ) from time to time incuding, without imitation and in each case, Rues reating to both the appropriateness or suitabiity of any investment in the Bonds by any person and discosure to any potentia investor; (c) compies with the restrictions set out under Subscription and Sae in this Prospectus which woud appy as if it were a Joint Lead Manager; (d) ensures that any fee (and any commissions or benefits of any kind) received or paid by that financia intermediary in reation to the offer or sae of the Bonds does not vioate the Rues and is fuy and ceary discosed to investors or potentia investors; (e) hods a icences, consents, approvas and permissions required in connection with soicitation of interest in, or offers or saes of, the Bonds under the Rues, incuding authorisation under the Financia Services and Markets Act 2000; (f) compies with appicabe anti-money aundering, anti-bribery and know your cient Rues, and does not permit any appication for Bonds in circumstances where the financia intermediary has any suspicions as to the source of the appication monies; (g) retains investor identification records for at east the minimum period required under appicabe Rues, and sha, if so requested, make such records avaiabe to the Joint Lead Managers and the Issuer or directy to the appropriate authorities with jurisdiction over the Issuer and/or any of the Joint Lead Managers in order to enabe the Issuer and/or the Joint Lead Managers to compy with anti-money aundering, anti-bribery and know your cient Rues appying to the Issuer and/or the Joint Lead Managers; and (h) does not, directy or indirecty, cause the Issuer or any of the Joint Lead Managers to breach any Rue or subject the Issuer or any of the Joint Lead Managers to any requirement to obtain or make any fiing, authorisation or consent in any jurisdiction. For the Pubic Offer Jurisdictions outside the United Kingdom (being Jersey, Guernsey and the Ise of Man), the Issuer consents to the use of this Prospectus in connection with an offer of any Bonds either by any financia intermediary that satisfies the equivaent of conditions (a) (h) appicabe in those jurisdictions or as otherwise agreed by the Issuer. Any Authorised Distributor who wishes to use this Prospectus in connection with a Pubic Offer is required, for the duration of the Offer Period, to pubish on its website that it is using this Prospectus for such Pubic Offer in accordance with the consent of the Issuer and the conditions attached thereto. ii

A Pubic Offer may be made, subject to the conditions set out above, during the Offer Period by any of the Issuer, the Joint Lead Managers or the Authorised Distributors. Other than as set out above, neither the Issuer nor any of the Joint Lead Managers has authorised the making of any Pubic Offer by any person in any circumstances and such person is not permitted to use this Prospectus in connection with its offer of any Bonds. Any such offers are not made on behaf of the Issuer or by any of the Joint Lead Managers or Authorised Distributors and none of the Issuer, the Joint Lead Managers or the Authorised Distributors has any responsibiity or iabiity for the actions of any person making such offers. AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY OF THE BONDS FROM AN AUTHORISED DISTRIBUTOR WILL DO SO, AND OFFERS AND SALES OF THE BONDS TO AN INVESTOR BY AN AUTHORISED DISTRIBUTOR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH AUTHORISED DISTRIBUTOR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS (THE TERMS AND CONDITION OF THE PUBLIC OFFER). THE ISSUER WILL NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH INVESTORS (OTHER THAN THE JOINT LEAD MANAGERS) IN CONNECTION WITH THE OFFER OR SALE OF THE BONDS AND, ACCORDINGLY, THIS PROSPECTUS DOES NOT CONTAIN SUCH INFORMATION. THE TERMS AND CONDITIONS OF THE PUBLIC OFFER SHALL BE PROVIDED TO INVESTORS BY THAT AUTHORISED DISTRIBUTOR AT THE RELEVANT TIME. NONE OF THE ISSUER OR ANY OF THE JOINT LEAD MANAGERS OR OTHER AUTHORISED DISTRIBUTORS HAS RESPONSIBILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION. This Prospectus is to be read in conjunction with a documents which are deemed to be incorporated herein by reference (see Documents Incorporated by Reference ). This Prospectus shoud be read and construed on the basis that such documents are incorporated into and form part of this Prospectus. None of the Joint Lead Managers or the Trustee has independenty verified the information contained herein. Accordingy, no representation, warranty or undertaking, express or impied, is made and no responsibiity or iabiity is accepted by any of the Joint Lead Managers or the Trustee as to the accuracy or competeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer in connection with the offering of the Bonds. None of the Joint Lead Managers or the Trustee accepts iabiity in reation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the offering of the Bonds or their distribution. No person is or has been authorised by the Issuer, any of the Joint Lead Managers or the Trustee to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information suppied in connection with the offering of the Bonds and, if given or made, such information or representation must not be reied upon as having been authorised by the Issuer, any of the Joint Lead Managers or the Trustee. Neither this Prospectus nor any other information suppied in connection with the offering of the Bonds: (a) is intended to provide the basis of any credit or other evauation; or (b) shoud be considered as a recommendation by the Issuer, any of the Joint Lead Managers or the Trustee that any recipient of this Prospectus or any other information suppied in connection with the offering of the Bonds shoud purchase any Bonds. Each Investor contempating purchasing any Bonds shoud make its own independent investigation of the financia condition and affairs, and its own appraisa of the creditworthiness, of the Issuer. Neither the deivery of this Prospectus nor the offering, sae or deivery of the Bonds sha in any circumstances impy that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information suppied in connection with the offering of the Bonds is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Lead Managers and the Trustee expressy do not undertake to review the financia condition or affairs of the Issuer during the ife of the Bonds or to advise any Investor in the Bonds of any information coming to their attention. The Bonds have not been and wi not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) and are subject to US tax aw requirements. Subject to certain exceptions, the Bonds may not be offered, sod or deivered within the United States (the US) or to US persons. In particuar, neither this Prospectus nor any other information suppied in connection with the offering of the Bonds constitutes an offer or invitation by or on behaf of the Issuer, any of the Joint Lead iii

Managers or the Trustee to any person to subscribe for or to purchase any Bonds. This Prospectus does not constitute an offer to se or the soicitation of an offer to buy the Bonds in any jurisdiction to any person to whom it is unawfu to make the offer or soicitation in such jurisdiction. The distribution of this Prospectus and the offer or sae of Bonds may be restricted by aw in certain jurisdictions. The Issuer, the Joint Lead Managers and the Trustee do not represent that this Prospectus may be awfuy distributed, or that the Bonds may be awfuy offered, in compiance with any appicabe registration or other requirements in any such jurisdiction, or pursuant to an exemption avaiabe thereunder, or assume any responsibiity for faciitating any such distribution or offering. In particuar, except as indicated in the Subscription and Sae Pubic Offer section beow, no action has been taken by the Issuer, any of the Joint Lead Managers or the Trustee which is intended to permit a pubic offering of the Bonds or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingy, no Bonds may be offered or sod, directy or indirecty, and neither this Prospectus nor any advertisement or other offering materia may be distributed or pubished in any jurisdiction, except under circumstances that wi resut in compiance with any appicabe aws and reguations. Persons into whose possession this Prospectus or any Bonds may come must inform themseves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sae of Bonds. For a further description of certain restrictions on the offering and sae of the Bonds and on distribution of this document, see Subscription and Sae beow. This Prospectus has been prepared on the basis that any offer of Bonds in any Member State of the European Economic Area which has impemented the Prospectus Directive (each, a Reevant Member State) other than offers (the Permitted Pubic Offers) which are made prior to the Issue Date, and which are contempated in this Prospectus in the United Kingdom once the Prospectus has been approved by the competent authority in the United Kingdom and pubished in accordance with the Prospectus Directive, wi be made pursuant to an exemption under the Prospectus Directive, as impemented in that Reevant Member State, from the requirement to pubish a prospectus for offers of Bonds. Accordingy any person making or intending to make an offer in that Reevant Member State of Bonds which are the subject of the offering contempated in this Prospectus, other than the Permitted Pubic Offers, may ony do so in circumstances in which no obigation arises for the Issuer or any of the Joint Lead Managers to pubish a prospectus pursuant to Artice 3 of the Prospectus Directive or suppement a prospectus pursuant to Artice 16 of the Prospectus Directive, in each case, in reation to such offer. None of the Issuer or the Joint Lead Managers have authorised, nor do they authorise, the making of any offer (other than the Permitted Pubic Offers) of Bonds in circumstances in which an obigation arises for the Issuer or any of the Joint Lead Managers to pubish or suppement a prospectus for such offer. In certain circumstances, Investors may hod interests in the Bonds through Eurocear UK & Ireand Limited (formery known as CRESTCO Limited (CREST) through the issuance of demateriaised depository interests (CREST Depository Interests or CDIs) issued, hed, setted and transferred through CREST, representing interests in the Bonds underying the CDIs (the Underying Bonds). CREST Depository Interests are independent securities constituted under Engish aw and transferred through CREST and wi be issued by CREST Depository Limited (the CREST Depository) pursuant to the goba deed po dated 25 June 2001 (as subsequenty modified, suppemented and/or restated, the CREST Deed Po). Neither the Bonds nor any rights attached thereto wi be issued, setted, hed or transferred within the CREST system other than through the issue, settement, hoding or transfer of CDIs. Hoders of CREST Depositary Interests (CDI Hoders) wi not be entited to dea directy in the Bonds and, accordingy, a deaings in the Bonds wi be effected through CREST in reation to the hoding of CDIs. The investment activities of certain investors are subject to ega investment aws and reguations, or review or reguation by certain authorities. Each potentia Investor shoud consut its ega advisers to determine whether and to what extent: (a) the Bonds are ega investments for it; (b) the Bonds can be used as coatera for various types of borrowing; and (c) other restrictions appy to its purchase or pedge of the Bonds. Financia institutions shoud consut their ega advisors or the appropriate reguators to determine the appropriate treatment of the Bonds under any appicabe risk-based capita or simiar rues. It is advisabe that each potentia Investor in the Bonds determines the suitabiity of that investment in ight of its own circumstances. In particuar, it is advisabe that a potentia Investor shoud not invest in the Bonds uness it is abe to evauate (either aone or with a financia adviser) how the Bonds wi perform under changing conditions, the resuting effects on the vaue of the Bonds and the impact this investment wi have on the potentia Investor s overa investment portfoio. A references in this document to Stering and refer to the currency of the United Kingdom. iv

TABLE OF CONTENTS Page SUMMARY... 2 RISK FACTORS... 10 DOCUMENTS INCORPORATED BY REFERENCE... 20 TERMS AND CONDITIONS OF THE BONDS... 21 SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM... 32 CLEARING AND SETTLEMENT... 34 USE OF PROCEEDS... 36 DESCRIPTION OF THE ISSUER... 37 SELECTED FINANCIAL INFORMATION... 48 TAXATION... 51 SUBSCRIPTION AND SALE... 54 GENERAL INFORMATION... 59 1

SUMMARY This summary is comprised of discosure requirements known as Eements. These Eements are numbered in Sections A E (A.1 E.7). This summary contains a the Eements required to be incuded in a summary reating the Bonds and the Issuer. As some Eements are not required to be addressed, there may be gaps in the numbering sequence of the Eements. Even though an Eement may be required to be inserted in this summary because of the nature of the Bonds and the Issuer, it is possibe that no reevant information can be given regarding each Eement. In this case, a short description of the Eement is incuded in the summary and marked as Not appicabe. Eement SECTION A INTRODUCTIONS AND WARNINGS A.1 This summary must be read as an introduction to this Prospectus and any decision to invest in the Bonds shoud be based on a consideration of this Prospectus as a whoe by the Investor. Where a caim reating to information contained in this Prospectus is brought before a court in a Member State of the European Economic Area, the paintiff might, under the nationa egisation of the Member State where the caim is brought, have to bear the costs of transating this Prospectus before the ega proceedings are initiated. Foowing the impementation of the reevant provisions of the Prospectus Directive in each Member State of the European Economic Area, no civi iabiity wi attach to those persons who have tabed this summary, incuding any transation hereof, in any such Member State uness it is miseading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this prospectus, key information in order to aid Investors when considering whether to invest in the Bonds. Words and expressions defined in the Terms and Conditions of the Bonds beow or esewhere in this Prospectus have the same meanings in this summary. A.2 Consent to use this Prospectus The Issuer has granted a genera consent for the use of this Prospectus in connection with any Pubic Offer of any Bonds during the period commencing from, and incuding, 19 September 2012 unti 12 noon (London time) on 2 October 2012 or such earier or ater time and date as may be agreed between the Issuer and the Joint Lead Managers and announced via a Reguatory Information Service, in the United Kingdom by any financia intermediary which compies with the conditions attached to the Issuer s consent. Any Authorised Distributor who wishes to use this Prospectus in connection with a Pubic Offer is required, for the duration of the Offer Period, to pubish on its website that it is using this Prospectus for such Pubic Offer in accordance with the consent of the Issuer and the conditions attached thereto. An Investor intending to acquire or acquiring any Bonds from an Authorised Distributor wi do so, and offers and saes of the Bonds to an Investor by an Authorised Distributor wi be made, in accordance with any terms and other arrangements in pace between such Authorised Distributor and such Investor incuding as to price, aocations and settement arrangements (the Terms and Conditions of the Pubic Offer). The Issuer wi not be a party to any such arrangements with Investors (other than the Joint Lead Managers) in connection with the offer or sae of the Bonds and, accordingy, this Prospectus wi not contain such information. The Terms and Conditions of the Pubic Offer sha be provided by the reevant Authorised Distributor to the Investor at the reevant time. None of the Issuer or any of the Joint Lead Managers or other Authorised Distributors has any responsibiity or iabiity for such information. 2

Eement B.1 Lega and commercia name: B.2 Domicie and ega form, egisation under which the Issuer operates and its country of incorporation: SECTION B THE ISSUER Workspace Group PLC. The Issuer was incorporated and registered in Engand and Waes on 29 Juy 1986 under the Companies Act 1985 as a private imited company with number 2041612 and was re-registered as a pubic imited company on 12 June 1987. The Issuer operates under the Companies Act 2006. B.4b Description of any known trends affecting the Issuer and the industry in which it operates: Not appicabe; there are no known trends affecting the Issuer and the industry in which it operates. B.5 If the Issuer is part of a Group, a description of the Group and the Issuer s position within the Group: B.9 Where a profit forecast or estimate is made, state the figure: B.10 A description of the nature of any quaifications in the audit report on the historica financia information: B.12 Seected historica key financia information: The Group provides business premises taiored to the needs of new and growing companies across London. The Issuer is the utimate parent company of the Group. Not appicabe; no profit forecasts or estimates have been made by the Issuer. Not appicabe; there are no quaifications contained in the audit reports, with respect to the Issuer s historica financia information. Consoidated Income Statement Tweve months Tweve months to to 31 March 2012 31 March 2011 (Audited) (Audited) m m Net renta income 44.8 45.9 Operating profit 71.0 69.9 Profit before tax 48.5 52.8 Profit for the year after tax and attributabe to equity sharehoders 49.0 53.5 Consoidated Baance Sheet As at As at 31 March 2012 31 March 2011 (Audited) (Audited) m m Non-current assets 777.6 730.0 Current assets 37.7 10.6 Current iabiities (41.7) (42.1) Non-current iabiities (338.2) (364.7) Net assets 435.4 333.8 3

Eement SECTION B THE ISSUER B.12 Consoidated Statement of Cash Fows Tweve months Tweve months to to 31 March 2012 31 March 2011 (Audited) (Audited) m m Net cash infow from operating activities 17.3 14.0 Net cash (outfow)/infow from investing activities (11.0) 27.1 Net cash infow/(outfow) from financing activities 21.1 (41.8) Net increase/(decrease) in cash and cash equivaents 27.4 (0.7) There has been no materia adverse change in the prospects of the Issuer since 31 March 2012 and there has been no significant change in the financia or trading position of the Group since 31 March 2012. B.13 A description of any recent events particuar to the Issuer which are to a materia extent reevant to the evauation of the Issuer s sovency: B.14 Extent to which the Issuer is dependent upon other entities within the Group: B.15 A description of the Issuer s principa activities: Not appicabe; there are no recent events particuar to the Issuer which are to a materia extent reevant to the evauation of the Issuer s sovency. The Issuer is the utimate parent company of the Group and is dependent on the performance of the Group for the satisfaction of its obigations. The Group provides business premises taiored to the needs of new and growing companies across London. B.16 Contro of the Issuer: As at 31 August 2012, the Issuer is not aware of any person who directy or indirecty, jointy or severay, by any entity, exercises or coud exercise contro over the Issuer nor is it aware of any arrangements, the operation of which may at a subsequent date resut in a change of contro of the Issuer. B.17 Credit ratings: Not appicabe; neither the Issuer nor the Bonds are expected to be rated. 4

Eement C.1 Type and cass of Bonds: SECTION C SECURITIES The 6.00 per cent Stering Bonds due 2019 wi be issued in bearer form in the denomination of 100. The Bonds represent, subject to a negative pedge, unsecured obigations of the Issuer. C.2 Currency: Stering ( ) The ISIN for the Bonds is XS0832324981 and the Common Code is 083232498. C.5 Transferabiity: The Bonds have not been and wi not be registered under the United States Securities Act of 1933, as amended and, subject to certain exceptions, may not be offered, sod or deivered within the United States. The Bonds may be sod in other jurisdictions (incuding the United Kingdom, Jersey, Guernsey and the Ise of Man) ony in compiance with appicabe aws and reguations. C.8 Description of the Bonds: Status of the Bonds: The Bonds constitute direct, unconditiona and subject to the negative pedge, unsecured obigations of the Issuer and wi rank pari passu, without any preference among themseves, with a other outstanding unsecured and unsubordinated obigations of the Issuer, present and future, but, in the event of insovency, ony to the extent permitted by appicabe aws reating to creditors rights. Negative pedge: For so ong as any Bond is outstanding, the Issuer wi not and wi ensure that none of its Subsidiaries wi create or have outstanding any security over their present or future revenues or assets to secure any Reevant Indebtedness without securing the Bonds equay and rateaby therewith, subject to certain exceptions. Financia covenants: For so ong as any Bond is outstanding, the Issuer sha ensure that as at each Loan to Vaue Reference Date, Net Debt as a percentage of Non Current Assets wi not exceed 75 per cent and the ratio of Net Renta Income for the 12-month period ending on each Interest Coverage Reference Date to Interest Expense for the same period wi be at east 1.5. Events of Defaut: Events of Defaut under the Bonds incude non-payment of interest for 14 days, breach of other obigations under the Bonds or the Trust Deed (which breach is not remedied within 30 days), cross-defaut reating to indebtedness for borrowed money of the Issuer or any of its Principa Subsidiaries subject to an aggregate threshod of 10,000,000 and certain events reated to insovency or winding up of the Issuer or any of its Principa Subsidiaries. 5

Eement SECTION C SECURITIES C.8 Meetings of Bondhoders: The Conditions contain provisions for caing meetings of Bondhoders to consider matters affecting their interests generay. These provisions permit defined majorities to bind a Bondhoders incuding Bondhoders who did not vote on the reevant resoution and Bondhoders who voted in a manner contrary to the majority. Modification, waiver and substitution: The Trustee may, without the consent of Bondhoders, agree to: (a) any modification of any of the provisions of the Trust Deed that is of a forma, minor or technica nature or is made to correct a manifest error; or (b) certain other modifications and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed that is in the opinion of the Trustee not materiay prejudicia to the interests of the Bondhoders; or (c) determine without the consent of the Bondhoders that any Event of Defaut (as defined in Condition 8) or potentia Event of Defaut sha not be treated as such; or (d) the substitution of another company as principa debtor under the Bonds in pace of the Issuer, in the circumstances described in Condition 11(c). Governing aw: Engish aw. C.9 Interest, maturity and eary redemption provisions, yied and representatives of the Bondhoders: Interest rate: The Bonds bear interest from, and incuding, the Issue Date to, but excuding, the Maturity Date at the rate of 6.00 per cent per annum, payabe semi-annuay in arrear in equa instaments of 3.00 per 100 in principa amount of the Bonds on 9 Apri and 9 October in each year. Maturity date: Uness previousy purchased and canceed in accordance with the Conditions, the Bonds mature on 9 October 2019. Optiona eary redemption by Issuer for tax reasons: The Bonds may be redeemed at the option of the Issuer in whoe, but not in part, at any time at par pus accrued interest in the event of certain tax changes caused by any change in, amendment to, or appication or officia interpretation of the aws or reguations of the United Kingdom on or after 3 October 2012. Optiona eary redemption by Issuer: The Bonds may be redeemed at the option of the Issuer in whoe, but not in part, at any time at a price which sha be the higher of their principa amount and an amount cacuated by reference to the yied of the reevant United Kingdom Government Treasury Stock pus a margin of 0.5 per cent, together with accrued interest. 6

Eement SECTION C SECURITIES C.9 Optiona eary redemption by the Bondhoders: The Bonds may be redeemed at the option of the Bondhoders at par pus accrued interest if a Change of Contro Event occurs. If 80 per cent or more in principa amount of the Bonds originay issued have been redeemed pursuant to such option by the Bondhoders, the Issuer may, at its option redeem a the remaining Bonds at par pus accrued interest. Indication of yied: On the basis of the issue price of the Bonds of 100 per cent of their principa amount, the yied of the Bonds is expected to be 6.00 per cent on an annua basis. It is not an indication of future yied. Trustee: U.S. Bank Trustees Limited C.10 Derivative component in the interest payment: Not appicabe; the Bonds bear interest at a fixed rate and there is no derivative component in the interest payment. C.11 Listing and admission to trading: Appication wi be made to the UK Listing Authority for the Bonds to be admitted to the Officia List and to the London Stock Exchange for the Bonds to be admitted to trading on the London Stock Exchange s Reguated Market through ORB. Admissions are expected to be granted on or about 10 October 2012, subject ony to the issue of the Goba Bond. 7

Eement D.2 Key information on the key risks that are specific to the Issuer: D.3 Key information on the key risks that are specific to the Bonds: SECTION D RISKS There are certain factors that may affect the Issuer s abiity to fufi its obigations under the Bonds. These incude: the fact that the Group s returns (from renta income and market vaue of properties) are often dependent on factors outside its contro, such as genera economic, poitica and financia conditions; the reative iiquidity of property assets, which generay take onger or are more difficut to reaise; competition risk (being the risk that renta income or market vaue of properties coud be affected by competition from other nearby properties) and competition for the Issuer in identifying and acquiring suitabe properties, where such competition may ead to infated property acquisition prices or unfavourabe terms; the risk of inaccurate, and the market sensitivity of, property vauation; concentration risk in reation to the geographica ocation of its properties and its customer base; the risk of a net fa in revenue in the event that customers defaut or terminate eases eary or do not renew eases; the Group s operating and other expenses may increase without a corresponding increase in turnover; the risk associated with environmenta iabiities resuting from the ownership of properties; ega and reguatory changes reated to panning, and use and buiding reguation may negativey affect the Group s business; the risk of deays or excess costs in redeveopment or improvement projects; the risk of unexpected probems and atent iabiities or contingencies in respect of acquisitions of properties; the Group may ose its rea estate investment trust (REIT) status resuting in the Group being no onger abe to benefit from certain tax exemptions; and the Group may not be abe to raise future debt finance or ro-over existing debt faciities on simiar terms. There are certain factors which are materia for the purpose of assessing the market risks associated with the Bonds. These incude: the obigations of the Issuer under the Bonds are structuray subordinated to any iabiities of the Issuer s subsidiaries; the risk of an eary redemption of the Bonds by the Issuer due to a change in aw or at its option; the fact that defined majorities may be permitted to bind a the Bondhoders with respect to modification and waivers of the terms and conditions of the Bonds, incuding with regard to substitution of the Issuer in certain circumstances; a market for the Bonds may not deveop, or may not be very iquid and such iiquidity may have a severey adverse affect on the market vaue of the Bonds; the reaisation from a sae of the Bonds at any time prior to their maturity may be beow the investment price; and the Bonds bear interest at a fixed rate and the Issuer wi pay principa and interest on the Bonds in pounds stering, which potentiay exposes certain investors to interest rate risk and exchange rate risk respectivey. 8

Eement SECTION E OFFER E.2b Use of proceeds: The net proceeds of the issue of the Bonds wi be appied by the Issuer to diversify the funding base of the Issuer and for the genera corporate purposes of the Group. E.3 Terms and conditions of the Offer: E.4 Interests of natura and ega persons invoved in the offer and issue of the Bonds, incuding conficts of interest: E.7 Estimated expenses charged to Investors by the Issuer or the Authorised Distributors: The offer of the Bonds (the Offer) is expected to open at 12 noon (London time) on 19 September 2012 and cose at 12 noon (London time) on 2 October 2012 or such earier or ater time and date as may be agreed between the Issuer and the Joint Lead Managers and announced via a Reguatory Information Service. The Issuer and the Joint Lead Managers may agree to amend the Offer Period, in which case such amendments wi be pubished via a Reguatory Information Service. Investors wi be notified by the reevant Joint Lead Manager or Authorised Distributor of their aocations of Bonds and the settement arrangement in respect thereof. Investors may not be aocated a of the Bonds for which they appy. The Bonds wi be issued at the issue price (being 100 per cent of the principa amount of the Bonds) and the aggregate principa amount of the Bonds to be issued wi be specified in the Sizing Announcement pubished by the Issuer on a Reguatory Information Service. The issue of the Bonds is subject to certain conditions precedent customary for transactions of this type (incuding the issue of the Bonds and the deivery of ega opinions and auditors comfort etters satisfactory to the Joint Lead Managers) to be set out in a subscription agreement between the Issuer and the Joint Lead Managers. The minimum subscription per Investor is for a principa amount of 2,000 of the Bonds. So far as the Issuer is aware, no person invoved in the offer of the Bonds has an interest materia to the offer. There are no conficts of interest which are materia to the offer of the Bonds. No expenses or taxes upon issue wi be aocated by the Issuer or any Joint Lead Manager to any Investor. Expenses may be charged by an Authorised Distributor; these are beyond the contro of the Issuer and are not set by the Issuer. They may vary depending on the size of the amount subscribed for and the Investor s arrangements with the Authorised Distributor. The Issuer estimates that, in connection with the sae of Bonds to an Investor, the expenses charged by the Authorised Distributors known to it at the date of this Prospectus wi be up to 1.75 per cent of the aggregate principa amount of the Bonds sod to such Investor. 9

RISK FACTORS The Issuer beieves that the foowing factors may affect its abiity to fufi its obigations under the Bonds. Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the ikeihood of any such contingency occurring. In addition, factors which are materia for the purpose of assessing the market risks associated with the Bonds are described beow. The Issuer beieves that the factors described beow represent the principa risks inherent in investing in the Bonds, but the inabiity of the Issuer to pay interest, principa or other amounts on or in connection with the Bonds may occur for other reasons which may not be considered significant risks by the Issuer based on information currenty avaiabe to it or which it may not currenty be abe to anticipate. Prospective investors shoud aso read the detaied information set out esewhere in this Prospectus and reach their own views prior to making any investment decision. Factors that may affect the Issuer s abiity to fufi its obigations under the Bonds Risks reating to investing in property Dependence on factors outside the Group s contro Returns from an investment in property depend argey upon the amount of renta income generated by the property and the costs and expenses incurred in the maintenance and management of the property, as we as changes in its market vaue. The renta income and the market vaue of properties are often affected by genera economic conditions and/or by the poitica and economic cimate of the ocaity in which the property assets are situated, as we as in the rest of the word. Reevant economic factors which can affect renta incomes and property vaues incude changes in growth of gross domestic product, empoyment trends, infation and changes in interest rates. Together or in isoation, these may impact the eve of demand for property by customers and the abiity of andords to increase rents and the eve of bad debts incurred as a resut of customers entering into bankruptcy or insovency, which may adversey affect the vaue of, and the renta income generated by, the Group s property portfoio. In addition, property owners may be required to fund the costs of maintenance, insurance, periodic renovations and repairs of properties. When properties are vacant, the owner wi often suffer void costs which may be significant, incuding business rates and operating expenses together with the costs of re-etting the property. Shoud the Group find itsef in such a situation, this coud have a materia adverse effect on the Group s business, financia condition or resuts of operation. Investment iquidity Investments in property are reativey iiquid and are typicay more difficut, and/or take onger, to reaise than certain other investments such as equities, gits or bonds. This iiquidity may affect the Group s abiity to dispose of, or iquidate, assets from its property portfoio expeditiousy and at satisfactory prices if it were required to do so. This coud have a materia adverse effect on the Group s business, financia condition or resuts of operation. Competition Both renta income and the market vaue of properties may be affected by factors specific to individua properties, such as competition from other nearby properties and the perceptions of prospective customers of the reative attractiveness, convenience and safety of properties. If increasing competition for properties from pubic or private buyers causes occupancy eves in the Group s properties to decine or eads to a reduction in the number or quaity of investment opportunities avaiabe to the Group or eads to a reduction in yied expectations, it may have negative impications for the Issuer s abiity to generate earnings and dividends. Additionay, the Group may face significant competition in identifying and acquiring suitabe properties from other investors, incuding competitors who may have greater resources. Competition in the property market may ead to prices for properties identified by the Group as suitabe being driven up through competing bids by potentia purchasers. Accordingy, the existence and extent of such 10

competition may have a materia adverse effect on the Group s abiity to acquire properties at satisfactory prices and otherwise on satisfactory terms. Property vauation The vauation of property and property-reated assets is inherenty subjective due to, amongst other factors, the individua nature of each property and, furthermore, vauations are sensitive to changes in market sentiment. Property vauations are aso made on the basis of assumptions which may prove to be inaccurate. Incorrect assumptions or fawed assessments underying the property vauation report coud negativey affect the Group s financia condition and potentiay inhibit the Group s abiity to reaise a sae price that refects the stated vauation. Further, if the Group acquires properties based on inaccurate assumptions, the Group s net assets and resuts of operations may be materiay adversey affected. There is no assurance that the vauations of the Group s current and prospective properties wi be refected in the actua transaction prices (even where any such transactions occur shorty after the reevant vauation date) or that estimated yied and annua renta income wi prove to be attainabe. Furthermore, property markets are subject to externa market conditions, incuding the recent goba financia crisis. It is possibe that rea estate prices and vaues coud decrease or go through a period of heightened voatiity which coud have a materia adverse impact on the Group s business, financia condition or resuts of operations. Risks reating to the Group s properties Concentration of properties and customer base A of the Group s properties are ocated in the United Kingdom (the UK), with the vast majority of the properties ocated in the London region within the M25 whist the Group s customer base is comprised of new and growing businesses primariy ocated in the same area. Consequenty, any downturn in the London economy, or the UK s economy as a whoe, or a change in occupationa patterns coud materiay adversey affect the Group s business, financia condition or resuts of operations, particuary as the Group has ony imited abiity to hep offset such a downturn through aternative activities. Fa in net revenue The net revenue generated from the Group s properties may depend on the financia stabiity of its customers. In the event of a number of customers defauting, the Group may experience deays in enforcing its rights as andord and may incur costs, incuding itigation and reated expenses, in protecting its investments and re-etting the reevant units. In the event of a customer going bankrupt or becoming insovent, and thus seeking the protection of bankruptcy or insovency aws, the Group may experience deays in receipt of renta and/or other contractua payments or it may be unabe to coect such payments at a. If a ease is terminated, the Group may be unabe to ease the property for the rent previousy received or at a or se the property without incurring a oss. In the event of a defaut by a customer eading to a vacancy or during any other period of vacancy, the Group wi suffer a renta shortfa and incur additiona expenses unti the property is re-et. These expenses coud incude ega and surveyor s costs in re-etting, maintenance costs, insurance, rates and marketing costs. The Group offers fexibe eases, typicay with three month roing notices to break and therefore experiences turnover of customers. When a customer at one of the Group s properties does not renew its ease, exercises a break cause, or otherwise vacates its space, the Group s renta income may be reduced unti that unit is re-et and the Group may be required to expend funds to construct new customer improvements in the vacant space or to provide financia inducements to the new customers. Increase in operating costs The Group s operating and other expenses coud increase without a corresponding increase in turnover or customer reimbursements of operating and other costs. Factors which coud increase operating and other expenses incude: increases in the rate of infation; increases in staff and energy costs; 11

increases in property taxes and other statutory charges; increases in insurance premiums; increases in the costs of maintaining properties; and faiure to perform by sub-contractors eading to increases in operating costs. Such increases coud have a materia adverse effect on the Group s business, financia conditions or resuts of operations. Environmenta The Group may be iabe for the costs of remova, investigation or remediation of any hazardous or toxic substances that are ocated on or in a property owned or occupied by it, or that are migrating or have migrated from a property owned or occupied by it. The costs of any required remova, investigation or remediation of such substances may be substantia regardess of whether the Group originay caused the contamination. The presence of such substances, or the faiure to remedy the situation propery, may aso adversey affect the vaue of the property or the Group s abiity to se, et or redeveop the property or to borrow using the property as security. The Group coud be required to remove or remediate any hazardous substances that it has caused or knowingy permitted to be ocated at any property that it has owned or occupied in the past. The Group may aso be iabe in damages to customers and empoyees in respect of any such hazardous or toxic substances. In addition, the Group may not have recourse to the previous owners of its properties for environmenta issues, and even where such recourse is avaiabe, any caims the Group may have are at risk of not being fuy enforceabe against previous owners. Such events coud have a materia adverse effect on the Group s business, financia condition or resuts of operations. Laws and reguations, which may be amended over time, may aso impose iabiity for the presence of certain materias or substances or for the reease of certain materias or substances into the air, and or water or for the migration of certain materias or substances from an investment, incuding asbestos. Such presence, reease or migration can form the basis for iabiity to third parties for persona injury or other damages. The Group may be affected by the additiona cost of environmenta iabiities imposed by environmenta reguation, which coud have a materia adverse effect on its business, financia condition or resuts of operations. Lega and reguatory changes The Group and any partners with whom the Group may dea with are required to compy with reguations reating to panning, and use and buiding reguation standards. The institution and enforcement of such reguations coud have the effect of increasing the expenses of, owering the income from, and adversey affecting the vaue of, the Group s assets. New aws may be introduced which may be retrospective and affect existing panning consents. In addition, investors shoud note that changes in the ega framework concerning panning rues in the UK may negativey infuence the vaues of properties. This may have an adverse impact on the Group s business, financia condition or resuts of operations. From time to time, reguations are introduced which can impact the costs of property ownership and affect returns. In recent times these have incuded provisions for the containment and management of asbestos in buidings, reguations concerning the provision of access for disabed persons, and provisions for the measurement and reporting of the energy efficiency of buidings. Construction The Group may choose to engage in property redeveopment and improvement which may require substantia capita expenditure for and acquisition and construction. It may take considerabe time before projects are competed and begin to generate positive cash fows. Certain genera risks affect redeveopment and refurbishment activities. Construction and other project costs may exceed the Group s origina estimates for reasons incuding increases in materia and abour costs, potentiay making the project unprofitabe. The Group may not obtain, or may face deays in obtaining, necessary administrative permits and panning permissions. Furthermore, even when the Group competes a redeveopment, it may not succeed in easing newy acquired or redeveoped properties or at rents sufficient to cover its costs of redeveopment and operations. In addition, it may take some time before newy redeveoped properties achieve the Group s target occupancy rates. Any of these risks coud 12

increase the cost, or coud deay or prevent competion, of a project and coud resut in a oss of revenue or of capita invested. Faiure by the Group to compete an existing or future property redeveopment or improvement project in ine with the origina proposas may have a materia adverse effect on the Group s business, financia condition or resuts of operations. In addition, and despite insurance coverage, property redeveopment and improvement may aso give rise to actions being brought against the Group in connection with defects in the property. Acquisition of property As part of its business, the Group may acquire property assets. Such acquisitions invove a number of risks inherent in assessing the vaues, strengths, weaknesses and profitabiity of properties, incuding adverse short-term effects on the Group s operating resuts. Whist it is the Group s poicy to undertake appropriate environmenta and structura surveys in order to assess these risks, unexpected probems and atent iabiities or contingencies such as the existence of hazardous substances or other environmenta iabiities, may sti emerge. Further risks inherent in property acquisitions incude risks that the acquired properties may not achieve anticipated renta rates or occupancy eves, and that business decisions with respect to improvements to increase the financia returns of acquired properties may not achieve the anticipated or desired resuts. Terrorism The vaue of the Group s current and future properties may be adversey affected by actua or threatened acts of terrorism. A terrorist attack in the UK (and particuary in London) might impact on the wiingness of new customers to take up space, of current customers to renew eases, on the abiity to dispose of assets and on the vaues achieved on any asset disposas. The resuting increase in vacancies in the market coud reduce the abiity of the Group to et vacant space and cause property vaues to decrease, both of which coud have a materia adverse effect on the Group s business, financia condition or operating resuts. Uninsured osses The Issuer attempts to ensure that a the Group s properties are adequatey insured to cover osses. However, changes in the costs or avaiabiity of insurance coud expose the Group to uninsured osses. In addition, certain types of risk may be, or may become in the future, uninsurabe or not economicay insurabe or may not be currenty, or in the future, covered by the Group s insurance. In the event that any of the properties incurs a oss that is not fuy covered by insurance, the vaue of the Group s assets wi be reduced by the amount of any such uninsured oss. In addition, the Group may have no source of funding to repair or reconstruct the damaged property, and there can be no assurance that any such sources of funding wi be avaiabe to it for such purposes in the future. Safety of visitors at premises of the Group There is a risk of accidents invoving the pubic at premises owned by the Group. The Group paces great importance on heath and safety and it has approved poicies and procedures appicabe to a its premises. In addition, the Group has pubic iabiity insurance in pace which the Issuer considers provides an adequate eve of protection against third party caims. However, shoud an accident attract pubicity or be of a size and/or nature that is not adequatey covered by insurance, the resuting pubicity and costs coud have a materia adverse effect on the Group s reputation, business, financia condition or resuts of operations. In such instance, the Group s abiity to put in pace pubic iabiity insurance cover in the future may aso be adversey affected. The Group may be subject to caims foowing the disposa of assets/properties The Group may choose to dispose of properties and may be required to give representations and warranties about those properties and to pay damages to the extent that any such representations or warranties prove to be inaccurate. The Group may become invoved in disputes or itigation concerning such representations and warranties and may be required to make payments to third parties as a resut of such disputes or itigation, which coud have a materia adverse effect on the Group s business, financia condition or resuts of operations. 13

Risks reating to the Group Management risks The Group s future success is substantiay dependent on the continued services and performance of its directors, senior managers and other key empoyees, and its abiity to continue to attract and retain highy skied and quaified personne. Athough measures are in pace to reward and retain key individuas and to protect the Group from the impact of excessive staff turnover, the Issuer cannot give assurances that the directors, senior managers and other key empoyees wi continue to remain with the Group. Furthermore, in the event of the death or disabiity of any of the directors, senior managers or other key empoyees, no key-man insurance is in pace to protect the Group from this oss. The oss of the services of the directors, the senior managers and other key empoyees coud materiay adversey affect the Group s business, financia condition or resuts of operations. Counterparty credit risk The Group is potentiay exposed to counterparty credit risk on cash deposits and in respect of financia derivatives used to hedge interest rates if interest rates increase. There is a risk of a oss being sustained by the Group as a resut of payment defaut by the counterparty with whom the Group has deposited cash or entered into hedging transactions. The extent of the Group s oss coud be the fu amount of the deposit or the cost of repacing those hedging transactions. Under the Group s treasury risk management poicy, the Group ony deas with counterparties with certain minimum credit ratings and has set its maximum exposure to each of them with regard to credit ratings. There can be no assurance, however, that the Group wi successfuy manage this risk or that such payment defauts by counterparties wi not materiay adversey affect the Group s business, financia condition or resuts of operations. REIT status The Group is currenty in compiance with a of the conditions for REIT status and it is the current intention of the Issuer that the Group is continued to be managed in such a way so as to remain in compiance with those conditions under its contro. Whist at present there is no reason why the Group shoud not be abe to continue to compy with a the conditions, certain of the conditions are outside the Group s contro and the Group therefore cannot guarantee continued compiance with a of the conditions for REIT status set out in the Corporation Tax Act 2010 and reated reguations. There is, therefore, a risk that the REIT regime may cease to appy in some circumstances. HMRC may require the Group to exit the REIT regime if: it regards a breach of the REIT conditions or faiure to satisfy the REIT conditions reating to the tax-exempt business, or an attempt to avoid tax, as sufficienty serious; the Group has committed a certain number of minor or inadvertent breaches of the REIT conditions in a specified period; or HMRC has given the Group at east two notices in reation to the avoidance of tax within a ten year period. In addition, if the conditions for REIT status reating to the share capita of the Issuer or the prohibition on entering into oans with abnorma returns are breached or if the Issuer becomes dua resident or an open-ended investment company, the Group wi automaticay ose its REIT status. The Group coud aso ose its REIT status as a resut of actions by third parties, for exampe, in the event of a successfu takeover of the Issuer by a company that is not a UK REIT or due to a breach of the cose company condition (as defined in section 439 of the Corporation Tax Act 2010). If the Group oses its REIT status, the Group wi no onger be abe to benefit from the provisions contained in Part 12 of the Corporation Tax Act 2010 and reated reguations thereto. This woud mean, amongst others, that the Group woud no onger be abe to benefit from the exemption on paying UK direct tax on the profits and gains arising from the Group s quaifying property renta business. If the Group is required by HMRC to eave the REIT regime (as a resut of it breaching any reevant conditions) within 10 years of joining, HMRC has the power to direct how the Group is to be taxed (both before and after it eaves the REIT regime) and to determine the date on which the Group is to be treated as exiting the REIT regime and this coud have a materia adverse effect on the Group s business, financia condition or resuts of operations. 14

If the operating profits of the Group are ess than 1.25 times the amount of interest of any externa oans, the Group may become subject to an additiona tax charge. Additionay, the principa company of a group REIT (being the Issuer) may become subject to an additiona tax charge if it fais to take reasonabe steps to avoid paying a dividend to, or in respect of, a Substantia Sharehoder (a Substantia Sharehoder being a hoder of excessive rights, as defined in section 553 of the Corporation Tax Act 2010). The artices of association of the Issuer (the Artices) therefore contain provisions designed to avoid the situation where dividends may become payabe to a Substantia Sharehoder. These provisions provide the Board with powers to identify a Substantia Sharehoder and to prohibit the payment of dividends on ordinary shares that form part of a Substantia Sharehoder s hoding uness certain conditions are met. The Artices aso aow the Board to require the disposa of ordinary shares forming part of a Substantia Sharehoder s hoding in certain circumstances where the Substantia Sharehoder has faied to compy with the above provisions. Changes in taxation Tax rues and their interpretation may change. Any change in any member of the Group s tax status or to taxation egisation (such as egisation reating to the REIT regime) or its interpretation coud have a materia adverse effect on the Group s business, financia condition or resuts of operations. Group s debt faciities The Group s debt faciities impose certain restrictions on the Group. These restrictions may affect, imit or prohibit the Group s abiity to create or permit to subsist any charges, iens or other encumbrances in the nature of a security interest; incur additiona indebtedness by way of borrowing, easing commitments, factoring of debts or granting of guarantees; make any materia changes in the nature of its business as presenty conducted; se, transfer, ease or otherwise dispose of a or a substantia part of its assets; amend, vary or waive the terms of certain acquisition documents or give any consent or exercise any discretion thereunder; acquire any businesses; or make any co-investments or investments over the onger term. If the Group were to seek to vary or waive any of these restrictions and the reevant enders did not agree to such variation or amendment, the restrictions may deay the impementation of certain of the Group s deveopment projects and may over the onger term imit the Group s abiity to pan for or react to market conditions, meet capita needs, or otherwise restrict the Group s activities or business pans and adversey affect the Group s abiity to finance strategic acquisitions, investments and deveopment projects. Group s debt eve The investment property sector tends to empoy financia everage with the aim of improving returns to sharehoders. The Group expects to continue to everage its property portfoio through borrowings subject to the borrowing powers set out in the Artices and the REIT reguations, which effectivey imit debt eves by specifying that operating profit must be greater than 1.25 times interest (and any other financing costs) for any financia year. Whist the use of borrowings shoud enhance the performance of the Group when the vaue of the Group s underying assets is rising, it may have the opposite effect where the underying asset vaue is faing. It is the Group s current poicy to hedge a proportion of its interest rate exposure to maintain the appropriate risk and interest profie. However, an increase in interest rates might materiay adversey affect the resuts of the Group s operations by increasing the financing cost of any unhedged portion of debt. Abiity to raise future debt financing The abiity of the Group to raise funds to ro-over or refinance on simiar terms to the Group s existing debt financing, or at a, its existing debt faciities, which mature on dates ranging from December 2014 to June 2015, wi be dependent on a number of factors, incuding genera economic, poitica, debt and equity capita market conditions, funding avaiabiity and, importanty, the appetite of financia institutions to end to the property sector. If the Group were to face a iquidity crisis in the future, whether for macro-economic reasons or for reasons specific to the Group, it coud significanty increase the Group s cost of funding or ead to serious difficuties for the Group in refinancing its debt. The Group coud therefore be forced to se its assets, and saes in such circumstances may not deiver the eve of proceeds that may otherwise be expected, in order to compy with the Group s 15

obigations. Such forced saes may materiay adversey affect the Group s business, financia condition or resuts of operations. Factors which are materia for the purpose of assessing the market risks associated with the Bonds Risks reated to the Bonds generay Set out beow is a brief description of certain risks reating to the Bonds generay: Structura subordination of the Bonds It is the Group s strategy to incorporate subsidiary companies to acquire, deveop and manage specific properties through debt and equity finance. The Issuer is dependent upon receipt of funds from its subsidiaries in order to fufi its obigations under the Bonds. The Bonds are (subject to Condition 3(a)) unsecured obigations of the Issuer. The obigations of the Issuer under the Bonds are therefore structuray subordinated to any iabiities of the Issuer s subsidiaries. Risk of eary redemption In the event that a change in aw resuts in the Issuer becoming obiged to increase the amounts payabe under the Bonds pursuant to Condition 7, the Issuer may, at its option, redeem the Bonds eary pursuant to Condition 5(b). If the Issuer redeems the Bonds under such circumstances, the redemption price wi be the principa amount of the Bonds pus any accrued interest. See Terms and Conditions of the Bonds Redemption and Purchase Redemption for taxation reasons. The Bonds may aso be redeemed eary at the option of the Issuer in whoe, but not in part, at any time at a price which sha be the higher of their principa amount and an amount cacuated by reference to the yied of the reevant United Kingdom Government Treasury Stock pus a margin of 0.5 per cent, together with accrued interest. See Terms and Conditions of the Bonds Redemption and Purchase Redemption at the option of the Issuer. Further, if 80 per cent or more in principa amount of the Bonds originay issued have been redeemed pursuant to the put option by the Bondhoders under Condition 5(d), the Issuer may, at its option redeem a the remaining Bonds at par pus accrued interest. See Terms and Conditions of the Bonds Redemption and Purchase Redemption at the option of the Bondhoders upon a Change of Contro Event. An investor may not be abe to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Bonds being redeemed and may ony be abe to do so at a significanty ower rate. Potentia investors shoud consider investment risk in ight of other investments avaiabe at that time. Modification, waivers and substitution The terms and conditions of the Bonds contain provisions for caing meetings of Bondhoders to consider matters affecting their interests generay. These provisions permit defined majorities to bind a Bondhoders incuding Bondhoders who did not attend and vote at the reevant meeting and Bondhoders who voted in a manner contrary to the majority. The terms and conditions of the Bonds aso provide that the Trustee may, without the consent of Bondhoders, agree to: (a) any modification of any of the provisions of the Trust Deed that is of a forma, minor or technica nature or is made to correct a manifest error; or (b) certain other modifications and any waiver or authorisation of any breach or proposed breach of, any of the provisions of the Trust Deed that is in the opinion of the Trustee not materiay prejudicia to the interests of the Bondhoders; or (c) determine without the consent of the Bondhoders that any Event of Defaut (as defined in Condition 8) or potentia Event of Defaut sha not be treated as such; or (d) the substitution of another company as principa debtor under the Bonds in pace of the Issuer, in the circumstances described in Condition 11(c). EU Savings Directive EC Counci Directive 2003/48/EC on the taxation of savings income (the Savings Directive) requires EU Member States to provide to the tax authorities of other EU Member States detais of payments of interest and other simiar income paid by a person estabished within its jurisdiction to (or for the benefit of) an individua or certain other persons in that other EU Member State, except that Austria 16

and Luxembourg wi instead impose a withhoding system for a transitiona period (subject to a procedure whereby, on meeting certain conditions, the beneficia owner of the interest or other income may request that no tax be withhed) uness during such period they eect otherwise. The European Commission has proposed certain amendments to the Savings Directive, which may, if impemented, amend or broaden the scope of the requirements described above. If a payment were to be made or coected through a Member State which has opted for a withhoding system and an amount of, or in respect of, tax were to be withhed from that payment, neither the Issuer nor any Paying Agent nor any other person woud be obiged to pay additiona amounts with respect to any Bond as a resut of the imposition of such withhoding tax. The Issuer is required to maintain a Paying Agent in a Member State that is not obiged to withhod or deduct tax pursuant to the Savings Directive. Change of aw The terms and conditions of the Bonds are based on Engish aw in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possibe judicia decision or change to Engish aw or administrative practice after the date of this Prospectus. Hoding CREST Depository Interests Investors may hod interests in the Bonds through CREST through the issuance of CDIs issued, hed, setted and transferred through CREST representing interest in the Bonds underying the CDIs. CDI Hoders wi hod or have an interest in a separate ega instrument and not be the ega owners of the Underying Bonds. The rights of CDI Hoders to the Underying Bonds are represented by the reevant entitements against the CREST Depository which (through the CREST Nominee (as defined beow)) hods interests in the Underying Bonds. Accordingy, rights under the Underying Bonds cannot be enforced by CDI Hoders except indirecty through the intermediary depositaries and custodians. The enforcement of rights under the Underying Bonds wi be subject to the oca aw of the reevant intermediaries. This coud resut in an eimination or reduction in the payments that otherwise woud have been made in respect of the Underying Bonds in the event of any insovency or iquidation of any of the reevant intermediaries, in particuar where the Underying Bonds hed in cearing systems are not hed in specia purpose accounts and are fungibe with other securities hed in the same accounts on behaf of other customers of the reevant intermediaries. The rights of the CDI Hoders wi be governed by the arrangements between CREST, Eurocear, Cearstream, Luxembourg and the Issuer, incuding the CREST Deed Po. Potentia investors shoud note that the provisions of the CREST Deed Po, the CREST Manua (as defined beow) and the CREST Rues (as defined beow) contain indemnities, warranties, representations and undertakings to be given by CDI Hoders and imitations on the iabiity of the CREST Depository. CDI Hoders are bound by such provisions and may incur iabiities resuting from a breach of any such indemnities, warranties, representations and undertakings in excess of the amounts originay invested by them. As a resut, the rights of and returns received by CDI Hoders may differ from those of hoders of Bonds which are not represented by CDIs. In addition, CDI Hoders may be required to pay fees, charges, costs and expenses to the CREST Depository in connection with the use of the CREST Internationa Settement Links Service. These wi incude the fees and expenses charged by the CREST Depository in respect of the provision of services by it under the CREST Deed Po and any taxes, duties, charges, costs or expenses which may be or become payabe in connection with the hoding of the Bonds through the CREST Internationa Settement Links Service. Potentia investors shoud note that none of the Issuer, the Joint Lead Managers, the Trustee or any Paying Agents has any responsibiity for the performance by any intermediaries or their respective direct or indirect participants or accounthoders of their respective obigations under the rues and procedures governing their operations. For further information on the issue and hoding of CDIs see the section Cearing and Settement. No forma credit ratings The Bonds wi not be assigned a credit rating by any rating agency on issue and nor does the Issuer currenty have any intention of appying for a credit rating from any credit rating agency. However, one 17

or more independent credit rating agencies may assign credit ratings to some or a of the Bonds prior to their redemption. Any such ratings may not refect the potentia impact of a risks reating to the market, additiona factors discussed above and other factors that may affect the vaue of the Bonds. A credit rating is not a recommendation to buy, se or hod securities and may be revised or withdrawn by the reevant rating agency at any time. Risks reated to the market generay Set out beow is a brief description of the principa market risks, incuding iquidity risk, exchange rate risk, interest rate risk and credit risk: The secondary market generay The Bonds may have no estabished trading market when issued. If a market does deveop, it may not be very iquid. Therefore, investors may not be abe to se their Bonds easiy or at prices that wi provide them with a yied comparabe to simiar investments that have a deveoped secondary market. The Bonds are sensitive to interest rate or market risk and are designed to meet the investment requirements of imited categories of investors. As such, the Bonds generay wi have a imited secondary market. Iiquidity may have a severey adverse effect on the market vaue of the Bonds. Yied The indication of yied stated within this Prospectus appies ony to investments made at (as opposed to above or beow) the issue price of the Bonds. If an investor invests in the Bonds at a price other than the issue price of the Bonds, the yied on the investment wi be different from the indication of yied on the Bonds as set out in this Prospectus. Reaisation from sae of the Bonds If investors choose to se the Bonds at any time prior to their maturity, the price received from such coud be ess than the origina investment made by such investors. Factors that wi infuence the price may incude, but are not imited to, market appetite, infation, the time of redemption, interest rates and the current financia position and an assessment of the future prospects of the Issuer. Interest rate risks The Bonds bear interest at a fixed rate. Investment in the Bonds invoves the risk that subsequent changes in market interest rates may adversey affect the vaue of them. If interest rates start to rise then the income to be paid by the Bonds might become ess attractive and the price upon any sae of the Bonds coud fa. However, the market price has no effect on the income or redemption amounts under the Bonds upon maturity if investors hod the Bonds unti maturity. Exchange rate risks and exchange contros The Issuer wi pay principa and interest on the Bonds in pounds stering. This presents certain risks reating to currency conversions if an investor s financia activities are denominated principay in a currency or currency unit (the Investor s Currency) other than pounds stering. These incude the risk that exchange rates may significanty change (incuding changes due to devauation of pounds stering or revauation of the Investor s Currency) and the risk that authorities with jurisdiction over the Investor s Currency may impose or modify exchange contros. An appreciation in the vaue of the Investor s Currency reative to pounds stering woud decrease: (a) the Investor s Currency-equivaent yied on the Bonds; (b) the Investor s Currency-equivaent vaue of the principa payabe on the Bonds; and (c) the Investor s Currency-equivaent market vaue of the Bonds. Government and monetary authorities may impose (as some have done in the past) exchange contros that coud adversey affect an appicabe exchange rate. As a resut, investors may receive ess interest or principa than expected, or no interest or principa. Infation Infation wi reduce the rea vaue of the Bonds over time which may affect the investors purchasing power in other investments in the future and which may make the fixed interest rate on the Bonds ess attractive in the future. 18

The Cearing Systems Because the Goba Bond may be hed by or on behaf of Eurocear and Cearstream, Luxembourg, investors wi have to rey on their procedures for transfer, payment and communication with the Issuer. The Bonds wi be represented by the Goba Bond. Such Goba Bond may be deposited with a common depositary for Eurocear and Cearstream, Luxembourg. Except in the circumstances described in the Goba Bond, investors wi not be entited to receive Definitive Bonds. Eurocear and Cearstream, Luxembourg wi maintain records of the interests in the Goba Bond. Whie the Bonds are represented by the Goba Bond, investors wi be abe to trade their interests ony through Eurocear or Cearstream, Luxembourg. Whie the Bonds are represented by the Goba Bond, the Issuer wi discharge its payment obigations under such Bonds by making payments to the common depositary for Eurocear and Cearstream, Luxembourg for distribution to their account hoders. A hoder of an interest in the Goba Bond must rey on the procedures of Eurocear and Cearstream, Luxembourg to receive payments under the Bonds. The Issuer has no responsibiity or iabiity for the records reating to, or payments made in respect of, interests in the Goba Bond. Hoders of interests in the Goba Bond wi not have a direct right to vote in respect of the Bonds. Instead, such hoders wi be permitted to act ony to the extent that they are enabed by Eurocear or Cearstream, Luxembourg. 19

DOCUMENTS INCORPORATED BY REFERENCE The foowing sections of the documents beow which have previousy been pubished and have been fied with the Financia Services Authority sha be incorporated in, and form part of, this Prospectus: (a) pages 54 to 81 of the audited consoidated annua financia statements of the Issuer for the financia year ended 31 March 2011; and (b) pages 70 to 98 of the audited consoidated annua financia statements of the Issuer for the financia year ended 31 March 2012. Any documents themseves incorporated by reference in the documents incorporated by reference in this Prospectus sha not form part of this Prospectus. Information contained in the documents incorporated by reference into this Prospectus, which is not itsef incorporated by reference, is either not reevant for investors or otherwise is covered esewhere in this Prospectus. Copies of the documents incorporated by reference in this Prospectus can be obtained from the registered office of the Issuer and are pubished on the Issuer s website at www.workspacegrouppc.co.uk but the contents of the website sha not form part of this Prospectus. 20

TERMS AND CONDITIONS OF THE BONDS The foowing are the terms and conditions substantiay in the form in which they wi be endorsed on the Bonds. The issue of the 6.00 per cent Stering Bonds due 2019 (the Bonds) was authorised by a resoution of the Board of Directors of Workspace Group PLC (the Issuer) passed on 6 September 2012 and by a resoution of a committee of the Board of Directors of the Issuer passed on 18 September 2012. The Bonds are constituted by a Trust Deed (the Trust Deed) dated 9 October 2012 between the Issuer and U.S. Bank Trustees Limited (the Trustee which expression sha incude a persons for the time being the trustee or trustees under the Trust Deed) as trustee for the hoders of the Bonds (the Bondhoders). These terms and conditions (the Conditions) incude summaries of, and are subject to, the detaied provisions of the Trust Deed, which incudes the form of the Bonds and the coupons reating to them (the Coupons). Copies of the Trust Deed and of the Paying Agency Agreement (the Paying Agency Agreement) dated 9 October 2012 reating to the Bonds between the Issuer, the Trustee and the initia principa paying agent and agents named in it, are avaiabe for inspection during usua business hours at the principa office of the Trustee (presenty at Fifth Foor, 125 Od Broad Street, London EC2N 1AR) and at the specified offices of the principa paying agent for the time being (the Principa Paying Agent) and the other paying agents for the time being (the Paying Agents, which expression sha incude the Principa Paying Agent). The Bondhoders and the hoders of the Coupons (whether or not attached to the reevant Bonds) (the Couponhoders) are entited to the benefit of, are bound by, and are deemed to have notice of, a the provisions of the Trust Deed and are deemed to have notice of those provisions appicabe to them of the Paying Agency Agreement. 1. Form, Denomination and Tite (a) Form and denomination: The Bonds are seriay numbered and in bearer form in the denomination of 100, each with Coupons attached on issue. (b) Tite: Tite to the Bonds and the Coupons passes by deivery. The hoder of any Bond or Coupon wi (except as otherwise required by aw) be treated as its absoute owner for a purposes (whether or not it is overdue and regardess of any notice of ownership, trust or any interest in it, any writing on it, or its theft or oss) and no person wi be iabe for so treating the hoder. 2. Status The Bonds and Coupons constitute direct, unconditiona and (subject to Condition 3(a)) unsecured obigations of the Issuer and sha at a times rank pari passu and without any preference among themseves. The payment obigations of the Issuer under the Bonds and the Coupons sha, save for such exceptions as may be provided by appicabe egisation and subject to Condition 3(a), at a times rank at east equay with a its other present and future unsecured and unsubordinated obigations. 3. Covenants (a) Negative Pedge: So ong as any Bond remains outstanding (as defined in the Trust Deed), the Issuer wi not, and wi ensure that none of its Subsidiaries wi create, or have outstanding, any mortgage, charge, ien, pedge or other security interest, upon the whoe or any part of its present or future undertaking, assets or revenues (incuding any uncaed capita) to secure any Reevant Indebtedness or to secure any guarantee or indemnity in respect of any Reevant Indebtedness, without at the same time or prior thereto according to the Bonds and the Coupons the same security as is created or subsisting to secure any such Reevant Indebtedness, guarantee or indemnity or such other security as either: (i) the Trustee sha in its absoute discretion deem not materiay ess beneficia to the interests of the Bondhoders; or (ii) sha be approved by an Extraordinary Resoution (as defined in the Trust Deed) of the Bondhoders. (b) Financia Covenants: So ong as any Bonds remains outstanding (as defined in the Trust Deed), the Issuer sha ensure that: (i) as at each Loan to Vaue Reference Date, Net Debt as a percentage of Non Current Assets wi not exceed 75 per cent; and 21

(ii) the ratio of Net Renta Income for the 12-month period ending on each Interest Coverage Reference Date to Interest Expense for the same period wi be at east 1.5. The Issuer undertakes to have each of its rea property assets, and the rea property assets of each of its Subsidiaries, appraised at east once every six months, by an Independent Vauer. (c) Financia Information: (i) within four months of its most recent financia year-end, the Issuer sha send to the Trustee a copy of its audited annua consoidated financia statements for such financia year, together with the report thereon by the Issuer s independent auditors; and (ii) within two months of the end of the first haf of a financia year, the Issuer sha send to the Trustee a copy of its unaudited semi-annua consoidated financia statements as at, and for the period ending on, the end of such period. (d) Compiance Certificate: the Issuer sha, concurrenty with the deivery of each of the annua and interim consoidated financia statements referred to in Condition 3(c), provide to the Trustee a certificate signed by two directors of the Issuer confirming compiance with Condition 3(b) as at the reevant Reference Date upon which certificate the Trustee sha be entited to rey absoutey without further enquiry and without incurring any iabiity to any person for so doing. (e) Cacuation Adjustment: In the event that IFRS changes from IFRS appicabe as at the Issue Date, Interest Expense, Net Renta Income, Non Current Assets and Net Debt sha (for the purposes of the cacuations in Condition 3(b) above) nevertheess be adjusted to take into account such figures as if IFRS were sti appicabe as at the Issue Date. (f) In this Condition 3: (i) Board of Directors means either the board of directors, or the equivaent body, of the Issuer or any duy authorised committee of that board or body; (ii) Consoidated Financia Statements means the Issuer s audited annua consoidated financia statements or its unaudited haf-yeary consoidated financia statements, as the case may be, in each case prepared in accordance with generay accepted accounting practice and principes appicabe to the business of the Issuer from time to time (and if there has been a change in accounting practices since the issue date of the Bonds (the Issue Date), it sha be accompanied by a description of any change necessary for Interest Expense, Net Renta Income, Non Current Assets and Net Debt to refect IFRS as at the Issue Date); (iii) Group means the Issuer and its consoidated Subsidiaries taken as a whoe; (iv) IFRS means the generay accepted accounting practice and principes appicabe to the business the Issuer conducts, currenty Internationa Financia Reporting Standards; (v) Independent Vauer means a rea estate appraisa or vauation firm which is a member of the Roya Institute of Chartered Surveyors (or its successor from time to time) seected by the Board of Directors in good faith provided that such firm is not an affiiate of any member of the Group; (vi) Interest Coverage Reference Date means 31 March of each year; (vii) Interest Expense means, for any period, amounts determined on a consoidated basis and in accordance with IFRS being a borrowing costs of the Group (incuding any interest capitaised into the carrying vaue of an asset during the period and excuding marked-to-market adjustments incuded in the borrowing costs of the Group for that period as a resut of the appication of Internationa Accounting Standard IAS39 (or any successor or repacement standard) and excuding amortisation of issue costs and interest payabe on finance eases); (viii) Loan to Vaue Reference Date means 31 March and 30 September of each year; (ix) Net Debt means, at a Loan to Vaue Reference Date, tota Borrowings ess Cash at bank and in hand, in each case, (on a consoidated basis) as shown in the Consoidated Financia Statements for that Loan to Vaue Reference Date; (x) Net Renta Income means, in respect of any period, the tota amount of Net renta income (on a consoidated basis) as shown in the Consoidated Financia Statements; 22

(xi) (xii) (xiii) (xiv) Non Current Assets means, at a Loan to Vaue Reference Date, Non-current assets (on a consoidated basis) as shown in the Consoidated Financia Statements for that Loan to Vaue Reference Date; Reference Date means any Interest Coverage Reference Date or Loan to Vaue Reference Date, as the case may be; Reevant Indebtedness means any indebtedness which is in the form of, or represented or evidenced by, bonds, notes, debentures, oan stock or other securities which for the time being are, or are intended to be (with the agreement of the issuer thereof), quoted, isted or deat in or traded on any stock exchange or over-the-counter or other securities market; and Subsidiary means a subsidiary within the meaning of Section 1159 of the Companies Act 2006. 4. Interest The Bonds bear interest from and incuding 9 October 2012 at the rate of 6.00 per cent per annum, payabe semi-annuay in arrear in equa instaments of 3.00 per Cacuation Amount (as defined beow) on 9 Apri and 9 October in each year (each an Interest Payment Date). Each Bond wi cease to bear interest from the due date for redemption uness, upon due presentation, payment of principa is impropery withhed or refused. In such event it sha continue to bear interest at such rate (both before and after judgment) unti whichever is the earier of: (a) the day on which a sums due in respect of such Bond up to that day are received by or on behaf of the reevant hoder; and (b) the day seven days after the Trustee or the Principa Paying Agent has notified Bondhoders of receipt of a sums due in respect of a the Bonds up to that seventh day (except to the extent that there is faiure in the subsequent payment to the reevant hoders under these Conditions). Where interest is to be cacuated in respect of a period which is equa to or shorter than an Interest Period (as defined beow), the day-count fraction used wi be the number of days in the reevant period, from and incuding the date from which interest begins to accrue to but excuding the date on which it fas due, divided by the product of: (1) the number of days in the Interest Period in which the reevant period fas (incuding the first such day but excuding the ast); and (2) the number of Interest Periods normay ending in any year. In these Conditions, the period beginning on and incuding 9 October 2012 and ending on but excuding the first Interest Payment Date and each successive period beginning on and incuding an Interest Payment Date and ending on but excuding the next succeeding Interest Payment Date is caed an Interest Period. Interest in respect of any Bond sha be cacuated per 100 in principa amount of the Bonds (the Cacuation Amount). The amount of interest payabe per Cacuation Amount for any period sha, save as provided above in reation to equa instaments, be equa to the product of 6.00 per cent, the Cacuation Amount and the day-count fraction for the reevant period, rounding the resuting figure to the nearest penny (haf a penny being rounded upwards). 5. Redemption and Purchase (a) Fina redemption: Uness previousy purchased and canceed, the Bonds wi be redeemed at their principa amount on 9 October 2019. The Bonds may not be redeemed at the option of the Issuer other than in accordance with this Condition 5. (b) Redemption for taxation reasons: The Bonds may be redeemed at the option of the Issuer in whoe, but not in part, at any time, on giving not ess than 30 nor more than 60 days notice to the Bondhoders (which notice sha be irrevocabe), at their principa amount, (together with interest accrued to but excuding the date fixed for redemption), if: (i) the Issuer satisfies the Trustee immediatey prior to the giving of such notice that it has or wi become obiged to pay additiona amounts as provided or referred to in Condition 7 as a resut of any change in, or amendment to, the aws or reguations of the United Kingdom, any poitica subdivision or any authority thereof or therein having power to tax, or any change in the appication or officia interpretation of such aws or reguations, which change or amendment becomes effective on or after 3 October 2012; and (ii) such obigation cannot be avoided by the Issuer taking reasonabe measures avaiabe to it, provided that no such notice of redemption sha be given earier than 23

(c) (d) 90 days prior to the eariest date on which the Issuer woud be obiged to pay such additiona amounts were a payment in respect of the Bonds then due. Prior to the pubication of any notice of redemption pursuant to this Condition 5(b), the Issuer sha deiver to the Trustee: (1) a certificate signed by two directors of the Issuer stating that the obigation referred to in (i) above cannot be avoided by the Issuer taking reasonabe measures avaiabe to it and the Trustee sha be entited to accept such certificate as sufficient evidence of the satisfaction of the condition precedent set out in (ii) above, in which event it sha be concusive and binding on the Bondhoders and the Couponhoders; and (2) an opinion of independent ega advisers of recognised standing to the effect that the Issuer has or wi become obiged to pay such additiona amounts as a resut of such change or amendment. Redemption at the option of the Issuer: The Issuer may at any time, having given not ess than 30 nor more than 60 days irrevocabe notice to the Bondhoders in accordance with Condition 15 (which notice sha specify the date fixed for redemption (the Optiona Redemption Date)) redeem or purchase or procure that any of its Subsidiaries sha purchase, a (but not part ony) of the Bonds for the time being outstanding at any time at the Redemption Price (as defined beow) together with interest accrued to (but excuding) the Optiona Redemption Date. The Redemption Price sha be the higher of: (i) the principa amount outstanding of the Bonds; and (ii) the principa amount outstanding of the Bonds mutipied by the price (expressed as a percentage in reation to the principa amount outstanding of the Bonds) (as reported in writing to the Issuer and the Trustee by an independent financia adviser appointed by the Issuer and approved by the Trustee) at which the Gross Redemption Yied (if the Bonds were to remain outstanding to their origina maturity) on the Bonds on the Cacuation Date is equa to the Gross Redemption Yied at 11.00 a.m. (London time) on the Cacuation Date of 3.75 per cent United Kingdom Government Treasury Stock due 2019 (or, where such financia adviser advises the Issuer and the Trustee that, for reasons of iiquidity or otherwise, such stock is not appropriate for such purpose, such other government stock as such financia adviser may recommend for such purposes) pus 0.5 per cent. For such purposes, Cacuation Date means the date which is the second business day in London prior to the Optiona Redemption Date and Gross Redemption Yied means, with respect to a security, the gross redemption yied on such security (as cacuated by the financia adviser on the basis set out in the United Kingdom Debt Management Office in the paper Formuae for Cacuating Git Prices from Yieds page 5, Section One: Price/Yied Formuae Conventiona Gits; Doube-dated and Undated Gits with Assumed (or Actua) Redemption on a Quasi-Coupon Date (pubished on 8 June 1998 and updated on 15 January 2002 and 16 March 2005 and as further updated or amended) on a semi-annua compounding basis (converted on an annuaised yied and rounded up (if necessary) to four decima paces)). Any notice given pursuant to this Condition 5(c) sha be irrevocabe and sha specify the Optiona Redemption Date. Upon the expiry of any such notice, the Issuer sha be bound to redeem or, as the case may be, purchase or procure the purchase of (and the Bondhoders sha be bound to se) the Bonds at the appicabe Redemption Price on the Optiona Redemption Date together with accrued interest as aforesaid uness previousy redeemed or purchased. The Trustee sha rey absoutey and without further enquiry on the advice of any financia adviser appointed as provided in this Condition 5(c) and sha not be iabe to any person for so doing. Redemption at the option of the Bondhoders upon a Change of Contro Event: If whie any of the Bonds remains outstanding a Change of Contro Event occurs (uness the Issuer has given notice under Condition 5(b) or Condition 5(c)): (i) the Issuer sha prompty foowing the occurrence of the Change of Contro Event and in any case not ater than 10 days thereafter give notice (a Change of Contro Event Notice) to the Bondhoders in accordance with Condition 15 and the Trustee specifying the nature of the Change of Contro Event and the procedure for exercising the option contained in this Condition 5(d); and (ii) the hoder of each Bond wi have the option to require the Issuer to redeem or, at the Issuer s option, purchase (or procure the purchase of) that Bond on the Put Date (as defined beow) at its principa amount, together with any interest accrued up to (but excuding) the Put Date. 24

Such option may be exercised by the hoder deivering its Bond(s) during business hours of the reevant Paying Agent on any business day faing within the period (the Put Period) of 45 days after a Change of Contro Event Notice is given, at the specified office of any Paying Agent, accompanied by a duy signed and competed notice of exercise in the form (for the time being current) obtainabe from the specified office of any Paying Agent (a Put Notice). The Bond shoud be deivered together with a Coupons appertaining thereto maturing after the Put Date, faiing which the Paying Agent wi require payment from or on behaf of the Bondhoder of an amount equa to the face vaue of any such missing Coupon. Any amount so paid wi be reimbursed by the Paying Agent to the Bondhoder against presentation and surrender of the reevant missing Coupon (or any repacement therefor issued pursuant to Condition 10) at any time after such payment but before the expiry of 10 years from the date on which such Coupon woud have become due, but not thereafter. The Paying Agent to which such Bond and Change of Contro Event Notice are deivered wi issue to the Bondhoder concerned a non-transferabe receipt in respect of the Bond so deivered. Payment in respect of any Bond so deivered wi be made, if the hoder duy specified a bank account (in the currency of the Bonds) in the Put Notice to which payment is to be made, on the Put Date by transfer to that bank account and, in every other case, on or after the Put Date against presentation and surrender or (as the case may be) endorsement of such receipt of the Bond at the specified office of any Paying Agent. A Put Notice, once given, sha be irrevocabe. For the purposes of these Conditions, receipts issued pursuant to this Condition 5(d) sha be treated as if they were Bonds. The Issuer sha redeem or, at the option of the Issuer, purchase (or procure the purchase of) the reevant Bonds on the Put Date at their principa amount, together with any interest accrued up to (but excuding) the Put Date uness previousy redeemed or purchased. If 80 per cent or more in principa amount of the Bonds originay issued have been redeemed or purchased pursuant to the foregoing provisions of this Condition 5(d), the Issuer may, on not ess than 30 nor more than 60 days notice to the Bondhoders (which notice sha be irrevocabe) given within 30 days after the Put Date redeem or, at the option of the Issuer, purchase (or procure the purchase of) a but not some ony of the remaining outstanding Bonds at a redemption price equa to the principa amount thereof pus interest accrued to but excuding the date of such redemption or purchase. For the purpose of this Condition 5(d): A Change of Contro Event sha occur if any person or any persons acting in concert (as defined in the City Code on Takeovers and Mergers), or any person(s) acting on behaf of such person(s), other than a Hoding Company whose sharehoders are or are to be substantiay the same as, and hod shares in the same proportion to, the pre-existing sharehoders of the Issuer or any direct or indirect Hoding Company of the Issuer, sha become interested (within the meaning of Part 22 of the Companies Act 2006) in: (A) more than 50 per cent of the issued or aotted ordinary share capita of the Issuer; or (B) shares in the capita of the Issuer carrying more than 50 per cent of the voting rights normay exercisabe at a genera meeting of the Issuer; or (C) more than 50 per cent of the issued or aotted ordinary share capita of any direct or indirect Hoding Company of the Issuer; or (D) shares in the capita of any direct or indirect Hoding Company of the Issuer carrying more than 50 per cent of the voting rights normay exercisabe at a genera meeting of the direct or indirect Hoding Company of the Issuer. Hoding Company means a hoding company within the meaning of Section 1159 of the Companies Act 2006, as amended. Put Date means the day which is 10 days after the expiration of the Put Period provided that such day is a day (other than a Saturday or Sunday) on which banks are open generay for business in London, or, if not, the next such day. The Trustee is under no obigation to ascertain whether a Change of Contro Event or any event which coud ead to the occurrence of or coud constitute a Change of Contro Event has 25

(e) (f) occurred, and unti it sha have actua knowedge or notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Change of Contro Event or other such event has occurred. Notice of redemption: A Bonds in respect of which any notice of redemption is given under this Condition 5 sha be redeemed on the date specified in such notice in accordance with this Condition 5. Purchase: The Issuer and its Subsidiaries may at any time purchase the Bonds in the open market or otherwise at any price (provided that they are purchased together with a unmatured Coupons reating to them). The Bonds so purchased, whie hed by or on behaf of the Issuer or any such Subsidiary, sha not entite the hoder to vote at any meetings of the Bondhoders and sha not be deemed to be outstanding for the purposes of cacuating quorums at meetings of the Bondhoders or for the purposes of Condition 11(a). Bonds purchased by the Issuer or any of its Subsidiaries and any unmatured Coupons attached to them may, at the option of the Issuer or the reevant Subsidiary, be canceed or may be hed, re-issued or re-sod. 6. Payments (a) Method of Payment: Payments of principa and interest wi be made against presentation and surrender (or, in the case of a partia payment, endorsement) of Bonds or the appropriate Coupons (as the case may be) at the specified office of any Paying Agent by stering cheque drawn on, or by transfer to a stering account maintained by the payee with, a bank in London. Payments of interest due in respect of any Bond other than on presentation and surrender of matured Coupons sha be made ony against presentation and either surrender or endorsement (as appropriate) of the reevant Bond. (b) Payments subject to fisca aws: A payments are subject in a cases to any appicabe fisca or other aws and reguations in the pace of payment, but without prejudice to the provisions of Condition 7. No commissions or expenses sha be charged to the Bondhoders or Couponhoders in respect of such payments. (c) Surrender of unmatured Coupons: Each Bond shoud be presented for redemption together with a unmatured Coupons reating to it, faiing which the amount of any such missing unmatured Coupon (or, in the case of payment not being made in fu, that proportion of the amount of such missing unmatured Coupon which the sum of principa so paid bears to the tota principa amount due) wi be deducted from the sum due for payment. Each amount of principa so deducted wi be paid in the manner mentioned above against surrender of the reevant missing Coupon not ater than 10 years after the Reevant Date (as defined in Condition 7) for the reevant payment of principa. (d) Payments on business days: A Bond or Coupon may ony be presented for payment on a day which is a business day in the pace of presentation (and, in the case of payment by transfer to a stering account, in London). No further interest or other payment wi be made as a consequence of the day on which the reevant Bond or Coupon may be presented for payment under this Condition 6 faing after the due date. In this Condition, business day means a day on which commercia banks and foreign exchange markets are open in the reevant city. (e) Paying Agents: The initia Paying Agents and their initia specified offices are isted beow. The Issuer reserves the right at any time with the approva of the Trustee to vary or terminate the appointment of any Paying Agent and appoint additiona or other Paying Agents, provided that it wi maintain: (i) a Principa Paying Agent; (ii) a Paying Agent having its specified office in a major European city; (iii) a Paying Agent with a specified office in a European Union member state that wi not be obiged to withhod or deduct tax pursuant to any aw impementing European Counci Directive 2003/48/EC or any other Directive impementing the concusions of the ECOFIN Counci meeting of 26-27 November 2000; and (iv) a Paying Agent in a European Union member state, other than the United Kingdom if and when appicabe aw in the United Kingdom requires a withhoding or deduction for or on account of any Taxes (as defined beow). Notice of any change in the Paying Agents or their specified offices wi prompty be given to the Bondhoders in accordance with Condition 15. 26

7. Taxation A payments of principa and interest by or on behaf of the Issuer in respect of the Bonds and the Coupons sha be made free and cear of, and without withhoding or deduction for, any taxes, duties, assessments or governmenta charges of whatever nature (the Taxes) imposed, evied, coected, withhed or assessed by the United Kingdom or any poitica subdivision or any authority therein or thereof having power to tax, uness such withhoding or deduction is required by aw. In that event the Issuer sha pay such additiona amounts as wi resut in receipt by the Bondhoders and the Couponhoders of such amounts as woud have been received by them had no such withhoding or deduction been required, except that no such additiona amounts sha be payabe in respect of any Bond or Coupon presented for payment: (a) Other connection: by or on behaf of a hoder who is iabe to such taxes, duties, assessments or governmenta charges in respect of such Bond or Coupon by reason of his having some connection with the United Kingdom other than the mere hoding of the Bond or Coupon; or (b) Tax exemptions avaiabe: if no such withhoding or deduction woud have been required if such hoder presented any form or certificate or made a decaration of non-residence or other simiar caim for exemption to the reevant tax authority, provided that the Issuer notified such hoder of the requirement to present such form or certificate or make such decaration or caim; or (c) Presentation more than 30 days after the Reevant Date: more than 30 days after the Reevant Date except to the extent that the hoder of it woud have been entited to such additiona amounts on presenting such Bond or Coupon for payment on the ast day of such period of 30 days; or (d) Payment to individuas: where such withhoding or deduction is imposed on a payment to an individua and is required to be made pursuant to European Counci Directive 2003/48/EC or any other Directive impementing the concusions of the ECOFIN Counci meeting of 26-27 November 2000 on the taxation of savings income or any aw impementing or compying with, or introduced in order to conform to, such Directive; or (e) Payment by another Paying Agent: by or on behaf of a Bondhoder or a Couponhoder who woud have been abe to avoid such withhoding or deduction by presenting the reevant Bond or Coupon to another Paying Agent in a Member State of the European Union. Reevant Date means whichever is the ater of: (i) the date on which such payment first becomes due; and (ii) if the fu amount payabe has not been received by the Principa Paying Agent or the Trustee on or prior to such due date, the date on which, the fu amount having been so received, notice to that effect sha have been given to the Bondhoders. Any reference in these Conditions to principa and/or interest sha be deemed to incude any additiona amounts which may be payabe under this Condition 7 or any undertaking given in addition to or substitution for it under the Trust Deed. 8. Events of Defaut If any of the foowing events occurs and is continuing, the Trustee at its discretion may, and if so requested in writing by hoders of at east one-fifth in principa amount of the Bonds then outstanding or if so directed by an Extraordinary Resoution sha, subject in each case to its being indemnified and/or secured and/or prefunded to its satisfaction, give notice to the Issuer that the Bonds are, and they sha immediatey become, due and payabe at their principa amount together (if appicabe) with accrued interest: (a) Non-Payment: the Issuer fais to pay any interest on any of the Bonds when due and such faiure continues for a period of 14 days; or (b) Breach of Other Obigations: the Issuer does not perform or compy with any one or more of its other obigations in the Bonds or the Trust Deed and, except where such defaut is, in the opinion of the Trustee, incapabe of remedy, where no such continuation or notice as in hereinafter mentioned wi be required, such defaut continues for 30 days after notice thereof sha have been given to the Issuer by the Trustee requiring the same to be remedied; or (c) Cross-Acceeration: (i) any other present or future indebtedness of the Issuer or any of its Principa Subsidiaries for or in respect of moneys borrowed or raised becomes due and payabe prior to its stated maturity by reason of any defaut, event of defaut or the ike (howsoever 27

(d) (e) (f) (g) (h) described); or (ii) any such indebtedness is not paid when due or, as the case may be, within any appicabe grace period; or (iii) the Issuer or any of its Principa Subsidiaries fais to pay when due any amount payabe by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised provided that the aggregate amount of the reevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this Condition 8(c) have occurred equas or exceeds 10,000,000 or its equivaent (as reasonaby determined by the Trustee); or Enforcement Proceedings: a distress, attachment, execution or other ega process is evied, enforced or sued out on or against a or any materia part of the property, assets or revenues of the Issuer or any of its Principa Subsidiaries and is not discharged or stayed within 30 days; or Security Enforced: any mortgage, charge, pedge, ien or other encumbrance, present or future, created or assumed by the Issuer or any of its Principa Subsidiaries over a or any materia part of its assets becomes enforceabe and any step is taken to enforce it (incuding the taking of possession of, or the appointment of a receiver, administrative receiver, administrator manager or other simiar person in reation to the Issuer or any of its Principa Subsidiaries in respect of, a or any materia part of its assets) and is not discharged or stayed within 30 days; or Insovency: the Issuer or any of its Principa Subsidiaries is (or is deemed by aw or a court to be) insovent or bankrupt or unabe to pay a or a materia part of (or of a particuar type of) its debts, stops, suspends or threatens to stop or suspend payment of a or a materia part of (or of a particuar type of) its debts, proposes or makes any agreement for the deferra, rescheduing or other readjustment of a or a materia part of (or of a particuar type of) its debts, proposes or makes a genera assignment or an arrangement or composition with or for the benefit of the reevant creditors in respect of any of such debts or a moratorium is agreed or decared or comes into effect in respect of or affecting a or a materia part of (or of a particuar type of) of the debts of the Issuer or any of its Principa Subsidiaries, provided that in each case above the references to a particuar type of debt sha not incude any debt ess than 1,000,000 or its equivaent (as reasonaby determined by the Trustee); or Winding-up: an administrator is appointed, an order is made or an effective resoution passed for the winding-up or dissoution or administration of the Issuer or any of its Principa Subsidiaries, or the Issuer ceases or threatens to cease to carry on a or a substantia part of its business or operations, in each case, except: (A) for the purpose of and foowed by a reconstruction, amagamation, reorganisation, merger or consoidation: (i) on terms approved by the Trustee or by an Extraordinary Resoution of the Bondhoders; or (ii) in the case of a Principa Subsidiary, whereby the undertaking and assets of the Principa Subsidiary are transferred to or otherwise vested in the Issuer or another of its Subsidiaries to the extent attributabe to the shares in such Principa Subsidiary hed by the Issuer or any of its Subsidiaries; or (B) in the case of Principa Subsidiaries ony, for the purpose of a bona fide disposa for fu vaue on an arm s ength basis of a or substantiay a of the business or operations (incuding the disposa of shares in a Principa Subsidiary) of a Principa Subsidiary; or Anaogous Events: any event occurs which under the aws of any reevant jurisdiction has an anaogous effect to any of the events referred to in any of the foregoing paragraphs of this Condition 8, provided that in the case of any event as is specified in any of paragraphs (b), (d), (f) (in reation to a Principa Subsidiary ony) and (g) (in reation to a Principa Subsidiary ony) and (h) (insofar as it reates to any of the events mentioned in reation to paragraphs (b), (d), (f) (in reation to a Principa Subsidiary ony) and (g) (in reation to a Principa Subsidiary ony)) the Trustee sha have certified that in its opinion such event is materiay prejudicia to the interests of the Bondhoders. In this Condition 8, Principa Subsidiary means, at any time: (i) any Subsidiary of the Issuer whose: (1) Net renta income, as shown in its most recent audited annua accounts or, where a Subsidiary is not otherwise required to produce audited annua accounts, the 28

atest finaised annua accounts of such Subsidiary, whether audited or not and whether pubished or not (the Reevant Accounts), and consoidated in the case of a Subsidiary which ordinariy produces consoidated accounts, exceeds 5 per cent of the consoidated Net renta income of the Group as shown in the Issuer s audited consoidated annua accounts; or (2) Investment properties as shown in the Reevant Accounts, and consoidated in the case of a Subsidiary which ordinariy produces consoidated accounts, exceeds 5 per cent of the consoidated Investment properties of the Group as shown in the Issuer s audited consoidated annua accounts, provided that in the case of a Subsidiary acquired after the end of the financia period to which the then atest audited consoidated annua accounts of the Issuer reate, for the purpose of appying each of the foregoing tests, the reference to the Issuer s atest audited consoidated annua accounts sha, unti consoidated annua accounts for the financia period in which the acquisition is made have been pubished, be deemed to be a reference to such annua accounts as if such Subsidiary had been shown therein by reference to its then atest reevant audited annua accounts (or if appicabe, the Reevant Accounts), adjusted as deemed appropriate by the Issuer; and (ii) any Subsidiary of the Issuer to which is transferred a or substantiay a of the assets and undertaking of another Subsidiary which immediatey prior to such transfer is a Principa Subsidiary, whereupon: (A) the transferor sha immediatey cease to be a Principa Subsidiary; and (B) the transferee sha immediatey become a Principa Subsidiary, provided that on or after the date on which the audited annua accounts (or if appicabe, the Reevant Accounts) for the financia period current at the date of such transfer are pubished or finaised, whether the transferor or the transferee is or is not a Principa Subsidiary sha be determined pursuant to the provisions of sub-paragraph (i) above. A certificate addressed to the Trustee by two directors of the Issuer that in their opinion a Subsidiary is or is not a Principa Subsidiary sha, in the absence of manifest error, be concusive and binding on a parties. 9. Prescription Caims in respect of principa and interest wi become void uness presentation for payment is made as required by Condition 6 within a period of 10 years in the case of principa and five years in the case of interest from the appropriate Reevant Date. 10. Repacement of Bonds and Coupons If any Bond or Coupon is ost, stoen, mutiated, defaced or destroyed it may be repaced at the specified office of the Paying Agent in London subject to a appicabe aws and stock exchange or other reevant authority requirements, upon payment by the caimant of the expenses incurred in connection with such repacement and such terms as to evidence, security, indemnity and otherwise as the Issuer may reasonaby require. Mutiated or defaced Bonds or Coupons must be surrendered before repacements wi be issued. 11. Meetings of Bondhoders, Modification, Waiver and Substitution (a) Meetings of Bondhoders: The Trust Deed contains provisions for convening meetings of Bondhoders to consider matters affecting their interests, incuding the sanctioning by Extraordinary Resoution of a modification of any of these Conditions or any provision of the Trust Deed or the Agency Agreement. Such a meeting may be convened by Bondhoders hoding not ess than 10 per cent in principa amount of the Bonds for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resoution wi be one or more persons hoding or representing a cear majority in principa amount of the Bonds for the time being outstanding, or at any adjourned meeting one or more persons being or representing Bondhoders whatever the principa amount of the Bonds hed or represented, uness the business of such meeting incudes consideration of proposas, inter aia: (i) to modify the maturity of the Bonds or the dates on which interest is payabe in respect of the Bonds; (ii) to reduce or cance the principa amount of, or interest on, the Bonds; (iii) to change the currency 29

(b) (c) (d) of payment of the Bonds or the Coupons; or (iv) to modify the provisions concerning the quorum required at any meeting of Bondhoders or the majority required to pass an Extraordinary Resoution, in which case the necessary quorum wi be one or more persons hoding or representing not ess than 67 per cent, or at any adjourned meeting not ess than 25 per cent, in principa amount of the Bonds for the time being outstanding. Any Extraordinary Resoution duy passed sha be binding on a Bondhoders (whether or not they were present at any meeting at which such resoution was passed) and on a Couponhoders. The Trust Deed provides that a resoution in writing signed by or on behaf of the hoders of not ess than 75 per cent in principa amount of the Bonds outstanding sha for a purposes be as vaid and effective as an Extraordinary Resoution passed at a meeting of Bondhoders duy convened and hed. Such a resoution in writing may be contained in one document or severa documents in the same form, each signed by or on behaf of one or more Bondhoders. Modification and Waiver: The Trustee may agree, without the consent of the Bondhoders or Couponhoders, to: (i) any modification of any of the provisions of the Trust Deed that is of a forma, minor or technica nature or is made to correct a manifest error; and (ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed that is in the opinion of the Trustee not materiay prejudicia to the interests of the Bondhoders. Any such modification, authorisation or waiver sha be binding on a the Bondhoders and the Couponhoders and, if the Trustee so requires, such modification sha be notified to the Bondhoders as soon as practicabe. Substitution: The Trust Deed contains provisions permitting the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Bondhoders or the Couponhoders, to the substitution of certain other entities in pace of the Issuer, or of any previous substituted company, as principa debtor under the Trust Deed and the Bonds. In the case of such a substitution the Trustee may agree, without the consent of the Bondhoders or Couponhoders, to a change of the aw governing the Bonds, the Coupons and/or the Trust Deed provided that such change woud not in the opinion of the Trustee be materiay prejudicia to the interests of the Bondhoders. Entitement of the Trustee: In connection with the exercise of its functions (incuding but not imited to those referred to in this Condition 11) the Trustee sha have regard to the interests of the Bondhoders as a cass and sha not have regard to the consequences of such exercise for individua Bondhoders or Couponhoders and the Trustee sha not be entited to require, nor sha any Bondhoder or Couponhoder be entited to caim, from the Issuer any indemnification or payment in respect of any tax consequence of any such exercise upon individua Bondhoders or Couponhoders. 12. Enforcement The Trustee may, at its discretion and without further notice, take such steps or actions or institute such proceedings against the Issuer as it may think fit to enforce the terms of the Trust Deed, the Bonds and the Coupons, but it need not take any such steps, actions or institute such proceedings uness: (a) it sha have been so directed by an Extraordinary Resoution or so requested in writing by Bondhoders hoding at east one-fifth in principa amount of the Bonds outstanding; and (b) it sha have been indemnified and/or secured and/or prefunded to its satisfaction. No Bondhoder or Couponhoder may proceed directy against the Issuer uness the Trustee, having become bound so to proceed, fais to do so within a reasonabe time and such faiure is continuing. 13. Indemnification of the Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its reief from responsibiity. The Trustee is entited to enter into business transactions with the Issuer and any entity reated to the Issuer without accounting for any profit. The Trustee may rey without iabiity to Bondhoders or Couponhoders on a report, confirmation, certificate or any advice of any accountants, financia advisers, financia institution or any other expert, whether or not addressed to it and whether their iabiity in reation thereto is imited (by its terms or by any engagement etter reating thereto entered into by the Issuer, the Trustee or any other person or in any other manner) by reference to a monetary cap, methodoogy or otherwise. The Trustee may 30

accept and sha be entited to rey without iabiity to any person for so doing on any such report, confirmation, certificate or advice and such report, confirmation, certificate or advice sha be binding on the Issuer, the Trustee, the Bondhoders and the Couponhoders. 14. Further Issues The Issuer may from time to time without the consent of the Bondhoders or Couponhoders create and issue further securities either having the same terms and conditions as the Bonds in a respects (or in a respects except for the first payment of interest on them) and so that such further issue sha be consoidated and form a singe series with the outstanding securities of any series (incuding the Bonds) or upon such terms as the Issuer may determine at the time of their issue. References in these Conditions to the Bonds incude (uness the context requires otherwise) any other securities issued pursuant to this Condition 14 and forming a singe series with the Bonds. Any further securities forming a singe series with the outstanding securities of any series (incuding the Bonds) constituted by the Trust Deed or any deed suppementa to it sha, and any other securities may (with the consent of the Trustee), be constituted by a deed suppementa to the Trust Deed. The Trust Deed contains provisions for convening a singe meeting of the Bondhoders and the hoders of securities of other series where the Trustee so decides. 15. Notices Notices to Bondhoders wi be vaid if pubished in a eading newspaper having genera circuation in London (which is expected to be the Financia Times) or, if in the opinion of the Trustee such pubication sha not be practicabe, in an Engish anguage newspaper of genera circuation in Europe. Any such notice sha be deemed to have been given on the date of such pubication or, if pubished more than once, on the first date on which pubication is made. Couponhoders wi be deemed for a purposes to have notice of the contents of any notice given to the Bondhoders in accordance with this Condition 15. 16. Contracts (Rights of Third Parties) Act 1999 No person sha have any right to enforce any term or condition of the Bonds under the Contracts (Rights of Third Parties) Act 1999. 17. Governing Law The Trust Deed, the Bonds and the Coupons, and any non-contractua obigations arising out of or in connection with them, are governed by and sha be construed in accordance with Engish aw. 31

SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM The Goba Bond contains provisions which appy to the Bonds whie they are in goba form, some of which modify the effect of the terms and conditions of the Bonds set out in this Prospectus. The foowing is a summary of certain parts of those provisions. 1. Exchange The Goba Bond is exchangeabe in whoe but not in part (free of charge to the hoder) for the Definitive Bonds described beow if the Goba Bond is hed on behaf of a cearing system and such cearing system is cosed for business for a continuous period of 14 days (other than by reason of hoidays, statutory or otherwise) or announces an intention permanenty to cease business or does in fact do so. Thereupon, the hoder may give notice to the Principa Paying Agent of its intention to exchange the Goba Bond for Definitive Bonds on or after the Exchange Date (as defined beow) specified in the notice. On or after the Exchange Date the hoder of the Goba Bond may surrender the Goba Bond to or to the order of the Principa Paying Agent. In exchange for the Goba Bond, the Issuer sha deiver, or procure the deivery of, an equa aggregate principa amount of duy executed and authenticated Definitive Bonds (having attached to them a Coupons in respect of interest which has not aready been paid on the Goba Bond), security printed in accordance with any appicabe ega and stock exchange requirements and in or substantiay in the form set out in Schedue 1 to the Trust Deed. On exchange of the Goba Bond, the Issuer wi, if the hoder so requests, procure that it is canceed and returned to the hoder together with any reevant Definitive Bonds. Exchange Date means a day faing not ess than 60 days after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Principa Paying Agent is ocated and in the cities in which the reevant cearing system is ocated. 2. Payments Payments of principa, premium and interest in respect of Bonds represented by the Goba Bond wi be made against presentation for endorsement and, if no further payment fas to be made in respect of the Bonds, surrender of the Goba Bond to or to the order of the Principa Paying Agent or such other Paying Agent as sha have been notified to the Bondhoders for such purpose. A record of each payment so made wi be endorsed in the appropriate schedue to the Goba Bond, which endorsement wi be prima facie evidence that such payment has been made in respect of the Bonds. Condition 6(e)(iii) and Condition 7(d) wi appy to the Definitive Bonds ony. For the purpose of any payments made in respect of the Goba Bond, Condition 6(d) sha not appy, and a such payments sha be made on a day on which commercia banks and foreign exchange markets are open in the financia centre of the currency of the Bonds. 3. Notices So ong as the Bonds are represented by the Goba Bond and the Goba Bond is hed on behaf of a cearing system, notices to Bondhoders may be given by deivery of the reevant notice to that cearing system for communication by it to entited accounthoders in substitution for pubication as required by the Conditions. 4. Prescription Caims against the Issuer in respect of principa, premium and interest on the Bonds whie the Bonds are represented by the Goba Bond wi become void uness it is presented for payment within a period of 10 years (in the case of principa and premium) and five years (in the case of interest) from the appropriate Reevant Date (as defined in Condition 7). 5. Put Option The Bondhoders put option in Condition 5(d) may be exercised by the hoder of the Goba Bond, giving notice to the Principa Paying Agent of the principa amount of Bonds in respect of which the 32

option is exercised and presenting the Goba Bond for endorsement of exercise within the time imits specified in Condition 5(d). 6. Meetings The hoder of the Goba Bond sha be treated as having one vote in respect of each 100 in principa amount of Bonds at any meeting of the Bondhoders. 7. Purchase and Canceation Canceation of any Bond at the option of the Issuer foowing its purchase wi be effected by reduction in the principa amount of the Goba Bond. 8. Trustee s Powers In considering the interests of Bondhoders whie the Goba Bond is hed on behaf of a cearing system, the Trustee may have regard to any information provided to it by such cearing system or its operator as to the identity (either individuay or by category) of its accounthoders with entitements to the Goba Bond and may consider such interests as if such accounthoders were the hoder of the Goba Bond. 33

CLEARING AND SETTLEMENT Foowing their deivery into a cearing system, interests in Bonds may be deivered, hed and setted in CREST by means of the creation of CDIs representing the interests in the reevant Underying Bonds. The CDIs wi be issued by the CREST Depository to CDI Hoders and wi be governed by Engish aw. The CDIs wi represent indirect interests in the interest of CREST Internationa Nominees Limited (the CREST Nominee) in the Underying Bonds. Pursuant to the CREST Manua (as defined beow), Bonds hed in goba form by the Common Depositary may be setted through CREST, and the CREST Depository wi issue CDIs. The CDIs wi be independent securities, constituted under Engish aw which may be hed and transferred through CREST. Interests in the Underying Bonds wi be credited to the CREST Nominee s account with Eurocear and the CREST Nominee wi hod such interests as nominee for the CREST Depository which wi issue CDIs to the reevant CREST participants. Each CDI wi be treated by the CREST Depository as if it were one Underying Bond, for the purposes of determining a rights and obigations and a amounts payabe in respect thereof. The CREST Depository wi pass on to CDI Hoders any interest or other amounts received by it as hoder of the Underying Bonds on trust for such CDI Hoder. CDI Hoders wi aso be abe to receive from the CREST Depository notices of meetings of hoders of Underying Bonds and other reevant notices issued by the Issuer. Transfers of interests in Underying Bonds by a CREST participant to a participant of Eurocear or Cearstream, Luxembourg wi be effected by canceation of the CDIs and transfer of an interest in such Underying Bonds to the account of the reevant participant with Eurocear or Cearstream, Luxembourg. The CDIs wi have the same ISIN as the ISIN of the Underying Bonds and wi not require a separate isting on the London Stock Exchange. Prospective subscribers for Bonds represented by CDIs are referred to Chapter 3 of the CREST Manua which contains the form of the CREST Deed Po to be entered into by the CREST Depository. The rights of the CDI Hoders wi be governed by the arrangements between CREST, Eurocear, Cearstream, Luxembourg and the Issuer incuding the CREST Deed Po (in the form contained in Chapter 3 of the CREST Internationa Manua (which forms part of the CREST Manua)) executed by the CREST Depository. These rights may be different from those of hoders of Bonds which are not represented by CDIs. If issued, CDIs wi be deivered, hed and setted in CREST, by means of the CREST Internationa Settement Links Service. The settement of the CDIs by means of the CREST Internationa Settement Links Service has the foowing consequences for CDI Hoders: (a) CDI Hoders wi not be the ega owners of the Underying Bonds. The CDIs are separate ega instruments from the Underying Bonds to which they reate and represent an indirect interest in such Underying Bonds. (b) The Underying Bonds themseves (as distinct from the CDIs representing indirect interests in such Underying Bonds) wi be hed in an account with a custodian. The custodian wi hod the Underying Bonds through a cearing system. Rights in the Underying Bonds wi be hed through custodia and depositary inks through the appropriate cearing systems. The ega tite to the Underying Bonds or to interests in the Underying Bonds wi depend on the rues of the cearing system in or through which the Underying Bonds are hed. (c) Rights under the Underying Bonds cannot be enforced by CDI Hoders except indirecty through the intermediary depositaries and custodians described above. The enforcement of rights under the Underying Bonds wi therefore be subject to the oca aw of the reevant intermediary. The rights of CDI Hoders to the Underying Bonds are represented by the entitements against the CREST Depository which (through the CREST Nominee) hods interests in the Underying Bonds. This coud resut in an eimination or reduction in the payments that otherwise woud have been made in respect of the Underying Bonds in the event of any insovency or iquidation of the reevant intermediary, in particuar where the Underying Bonds hed in cearing systems 34

(d) (e) (f) (g) (h) are not hed in specia purpose accounts and are fungibe with other securities hed in the same accounts on behaf of other customers of the reevant intermediaries. The CDIs issued to CDI Hoders wi be constituted and issued pursuant to the CREST Deed Po. CDI Hoders wi be bound by a provisions of the CREST Deed Po and by a provisions of or prescribed pursuant to, the CREST Internationa Manua dated 14 Apri 2008 as amended, modified, varied or suppemented from time to time (the CREST Manua) and the CREST Rues (the CREST Rues) (contained in the CREST Manua) appicabe to the CREST Internationa Settement Links Service and CDI Hoders must compy in fu with a obigations imposed on them by such provisions. Potentia investors shoud note that the provisions of the CREST Deed Po, the CREST Manua and the CREST Rues contain indemnities, warranties, representations and undertakings to be given by CDI Hoders and imitations on the iabiity of the issuer of the CDIs, the CREST Depository. CDI Hoders may incur iabiities resuting from a breach of any such indemnities, warranties, representations and undertakings in excess of the money invested by them. The attention of potentia investors is drawn to the terms of the CREST Deed Po, the CREST Manua and the CREST Rues, copies of which are avaiabe from CREST at 33 Cannon Street, London EC4M 5SB or by caing +44 (0)207 849 0000 or from the CREST website at www.eurocear.com/site/pubic/eui. The contents of the CREST website sha not form part of this Prospectus. Potentia investors shoud note that CDI Hoders may be required to pay fees, charges, costs and expenses to the CREST Depository in connection with the use of the CREST Internationa Settement Links Service. These wi incude the fees and expenses charged by the CREST Depository in respect of the provision of services by it under the CREST Deed Po and any taxes, duties, charges, costs or expenses which may be or become payabe in connection with the hoding of the CDI s through the CREST Internationa Settement Links Service. Potentia investors shoud note that none of the Issuer, the Joint Lead Managers, the Trustee or any Paying Agents wi have any responsibiity for the performance by any intermediaries or their respective direct or indirect participants or accounthoders of their respective obigations under the rues and procedures governing their operations. 35

USE OF PROCEEDS The net proceeds of the issue of the Bonds, to be determined foowing competion of the Offer Period wi be used by the Issuer to diversify the funding base of the Issuer and for the genera corporate purposes of the Group. The estimated tota expenses incurred in connection with the transaction wi be determined foowing competion of the Offer Period. However, at the date of this Prospectus the estimated tota expenses to be incurred in connection with the offer and issue of Bonds is 1,300,000. 36

DESCRIPTION OF THE ISSUER Information on the Group The Issuer was incorporated and registered in Engand and Waes on 29 Juy 1986 under the Companies Act 1985 as a private imited company with number 2041612 and was re-registered as a pubic imited company on 12 June 1987. On 3 December 1993 the name of the Issuer was changed from London Industria Pubic Limited Company to London Industria PLC. On 31 Juy 1997 the name of the Issuer was changed from London Industria PLC to Workspace Group PLC. The Issuer operates under the Companies Act 2006. The Issuer s registered office and principa pace of business is Chester House, Kennington Park, 1-3 Brixton Road, London SW9 6DE and its teephone number is +44 (0)20 7138 3300. As at 31 August 2012, the Issuer has an issued share capita of 144,405,722 divided into 144,405,722 ordinary shares of 1.00 each. At a genera meeting of the Issuer hed on 27 Juy 2010, the Issuer resoved to adopt new artices of association, which do not incude any restrictions on the objects of the Issuer. The Issuer is the utimate parent company of the Group and is dependent on the performance of the Group for the satisfaction of its obigations. Background and history The Group provides taiored business space and services in London. The Issuer was estabished as the vehice for the privatisation of part of the former Greater London Counci s industria property portfoio, and foated on the London Stock Exchange in 1993. The Group converted to REIT status on 1 January 2007 in order to benefit from the exemption on paying UK direct tax on the profits and gains arising from the Group s quaifying property renta business. The Group raised net proceeds of 81 miion through a rights issue in March 2009 to strengthen its baance sheet in the ight of reducing property vaues and the economic downturn. In Juy 2011, the Group raised net proceeds of 63 miion through a rights issue to provide the Group with additiona financia resources in order to acceerate the investment programme across its existing portfoio and to take advantage of attractivey priced property acquisitions. As at 31 August 2012, the Issuer had a market capitaisation of approximatey 373 miion. Overview The Group provides business premises taiored to the needs of new and growing companies across London. The Group owns and manages over 100 properties in London providing 5.4 miion square feet of space and is home to some 4,000 businesses. The Group s customer base of businesses has shown itsef to be resiient against the backdrop of a chaenging economic environment and the Group continues to see strong demand from new and growing companies across London. Objectives The Group s vision is to be the eading provider of fexibe space and services that enabe new and growing businesses to succeed. The Group has a four-part strategy for achieving this vision: owning the right properties that are taiored to the Group s customers needs and intensivey managing these properties to drive occupancy and rents; maximising the vaue of the Group s London based property portfoio and its wider opportunities for repositioning and redeveopment; understanding the Group s customers and enhancing the Workspace brand by responding to customers needs; and working sustainaby as part of everyday business for the Group, its customers and its partners. 37

Group strengths Successfu operationa track record and stabe business mode The Group s property portfoio in London consists of a broad range of business and industria estates with a focus on properties that are we ocated, prominent and characteristic. The Group has a high eve of customer recognition and satisfaction; its surveys show that 88 per cent of customers woud recommend the Group to a friend or coeague. There is a strong demand for units from prospective customers, with enquiries averaging over 1,000 per month in the year to 31 March 2012 and new ettings averaging over 80 per month over the same period. The Group has an extensive customer base with some 4,000 businesses across a broad range of sectors which has shown itsef to be resiient against the backdrop of a chaenging economic environment. Over the ast 10 years, ike-for-ike occupancy has averaged 87 per cent. At 31 March 2012 ike-for-ike occupancy was 87.8 per cent. The Group has a ong track record of consistent trading profit and strong cash generation with the dividend covered by trading profit growing at a compound rate of 12 per cent per annum over the ast 10 years. Over 90 per cent of ettings are done via in-house marketing sources such as website, signage and customer referra enabing the Group to have more direct contact with, and knowedge of, its customers. The Group has visibe branding around London on over 10,000 sq. ft. of biboards and significant onine presence. Diverse property portfoio and customer base The Group owns and manages a diverse portfoio of over 100 properties, making up tota ettabe foor area of 5.4 miion sq. ft. The property portfoio consists of a broad range of properties ranging from business centres (incuding offices and studios) through to ight industria centres and workshops. As at 31 March 2012, the Group had approximatey 4,000 customers, with the argest 10 customers combined representing ess than 6 per cent of its rent ro. Many of the Group s properties are ocated in oca geographica custers, enabing the Group s customers to move within the Group s portfoio without eaving the ocaity in which they aready operate. Strategic focus on London s new and growing companies The Group is one of the eading providers of business premises to new and growing companies across London with the vast majority of its properties ocated in the London region within the boundary of the M25 motorway circing London. The Group aims to meet the needs of new and growing companies by providing taiored space and services and aowing expansion and contraction easiy at short notice. Portfoio management The Group has a track record of active portfoio management, creating significant vaue from the acquisition and disposa of property assets. The Group s acquisition strategy is to acquire interesting buidings in areas of change with good transport inks and remarket the property under the Workspace brand with intensive management and focused marketing to improve occupancy and renta pricing. It aso ooks for opportunities to generate added vaue from redeveopment or sae of properties for aternative use. 38

Portfoio Performance The ike-for-ike property portfoio, which excudes properties impacted by refurbishment or redeveopment, has seen both occupancy and rents improve over the 2011/12 financia year. Like-for-ike properties 31 March 2012 31 March 2011 Occupancy 87.8% 86.1% Rent ro 44.5m 42.5m Rent per sq. ft. 12.61 12.20 Like-for-ike occupancy growth was stronger in the first haf of the 2011/12 financia year whie pricing increases were more dominant in the second haf. This refects the increasing number of properties that are now at or above 90 per cent occupancy, the eve at which pricing on both new ettings and ease renewas can typicay be increased. As at 31 March 2012, 42 of the 77 properties in the ike-for-ike category were at or above this 90 per cent occupancy eve (March 2011: 37 properties). Overa occupancy improved to 85.3 per cent as at 31 March 2012 (March 2011: 83.6 per cent) and cash rent ro increased to 50.2 miion (March 2011: 48.9 miion). The contracted rent ro is 2.5 miion higher than the cash rent ro at 52.7 miion as at 31 March 2012. This reates primariy to stepped rent increases and rent free periods. The improving eves of occupancy and rent ro have transated into a good growth in income and trading profit in the 2011/12 financia year. 31 March 2012 31 March 2011 m m Net renta income underying 44.6 42.9 Net renta income disposas 0.2 3.0 BackRock Joint Venture income 0.5 0.1 Administrative expenses (10.2) (9.7) Net finance costs (19.1) (22.1) Trading profit after interest (adjusted) 16.0 14.2 Underying net renta income is up 4 per cent ( 1.7 miion) in the 2011/12 financia year. The growth in income at ike-for-ike properties of 5 per cent ( 1.9 miion) and new income from competed refurbishments has been offset by the income attrition at properties currenty being refurbished and redeveoped, as summarised beow: Like-for-ike income growth 1.9 Income upift at competed refurbishments 0.2 Income ost at sites being refurbished (0.1) Income ost at sites being redeveoped (0.3) Net renta income increase underying 1.7 The income from BackRock Workspace Property Trust (the BackRock Joint Venture) represents 20.1 per cent share of income from the eight properties the Group sod to the BackRock Joint Venture in February 2011, together with the income from the three properties acquired by the BackRock Joint Venture during the second haf of the 2011/12 financia year. Administrative expenses are up 5 per cent ( 0.5 miion) primariy due to infationary cost and saary increases and higher bonus eves. Net finance costs fe by 3.0 miion with net bank debt reducing over the 2011/12 financia year from 367 miion to 314 miion as a resut of a rights issue by the Issuer in Juy 2011, together with a reduction in the average interest cost to 5.1 per cent from 5.3 per cent in the 2010/11 financia year. Trading profit after interest (adjusted to incude the renta income from the BackRock Joint Venture) is up 13 per cent to 16.0 miion in the 2011/12 financia year, benefiting from the growth in renta income and reduced interest cost. Reported profit before tax has faen by 4.3 miion in the 2011/12 financia year to 48.5 miion. The growth in trading profit and an increase of 4.8 miion in the property vauation surpus has been offset by an adverse movement of 9.9 miion in the mark to market vaue of the Group s interest rate hedges. These hedges are structured to give stabiity to the m 39

interest cost over the medium-term to June 2015. The market to market vauation represents the potentia cost to the Group if these hedging contracts were canceed. However the Group intends to hod these to maturity with the cost expensed as part of its reported interest cost over the period to June 2015. 31 March 2012 31 March 2011 m m Trading profit after interest (adjusted) 16.0 14.2 Property vauation gain 35.6 30.8 Mark to market Interest hedging (4.6) 5.3 Other items 1.5 2.5 Profit before tax 48.5 52.8 Vauation As at 31 March 2012, the whoy owned portfoio was independenty vaued by CBRE Limited (the Vauer) at 760 miion. The underying vauation of the Group s property portfoio increased by 3.0 per cent ( 21 miion) in the second haf of the 2011/12 financia year and 5.1 per cent ( 37 miion) over the 2011/12 financia year, excuding the impact of capita expenditure and disposas. The vauation movements are set out beow: Vauation at 31 March 2011 719 Property disposas (13) Capita expenditure 18 Revauation surpuses: Six months to September 2011 16 Six months to March 2012 21 Other (1) Vauation at 31 March 2012 760 The Group deivered a tota property return over the 2011/12 financia year of 13.4 per cent compared to 6.4 per cent for the IPD Universe benchmark. This outperformance was driven by the Issuer s efforts in driving renta income growth and capturing the redeveopment and aternative use potentia at a number of properties. There was no benefit from movement in vauation yieds. The vauation incudes 94 miion (2011: 79 miion) of added vaue in reation to redeveopment potentia for additiona commercia space or other uses such as residentia or student housing. The status of the properties where the Vauer incuded this added vaue is set out beow: m Number of Added Vaue Properties m Panning appication in progress 7 17 Panning consent obtained 15 37 Redeveopment in progress 3 40 Tota Added Vaue 94 The tota net initia yied of the portfoio as reported by the Vauer was 7.1 per cent at March 2012 compared to 6.8 per cent at March 2011 with no movement in the reported equivaent yied over the 2011/12 financia year, steady at 8.4 per cent. Tota estimated renta vaue (ERV) of the portfoio at March 2012 was 65.4 miion compared to cash rent ro 50.2 miion. ERV of the ike-for-ike portfoio is up 3.5 per cent over the 2011/12 financia year to 52.9 miion (cash rent ro 44.5 miion). Capita vaue per sq. ft. is 152, up from 137 at March 2011. During the 2011/12 financia year the Group reaised 13 miion from the disposa of various ow income producing ( 0.3 miion) tracts of and, comprising: car park at Ewer Street on the Southbank for student housing for 3.9 miion; sma industria estate near London Bridge for a 26 unit residentia deveopment for 1.7 miion; 40

the Group s former head office and adjacent car park at Whitechape for student housing for 3.9 miion; and car park at Greenheath Business Centre for a 76 unit residentia deveopment for 3.5 miion. In Apri 2012 the Issuer estabished a 50:50 joint venture partnership with Poar Group for the potentia redeveopment of Enterprise House, Hayes. This is a 130,000 sq. ft. Grade II isted office buiding, formery part of the EMI head office compex, we ocated adjacent to the proposed Hayes and Harington Crossrai station. The Group sod this property into the joint venture at a vauation of 3.2 miion (a 0.9 miion vauation upift from its vaue at March 2011). The Issuer wi act as property manager whie Poar Group wi progress the panning for a mixed use redeveopment. Subsidiaries The tabe beow shows the significant subsidiaries of the Issuer (being those that the Issuer considers are ikey to have a significant effect on the assessment of its own assets and iabiities, financia position or profits and osses) as at the date of this Prospectus: Percentage ownership and Country of voting interest Subsidiary incorporation Principa activity of the Company Workspace 11 Limited Engand & Waes Property investment 100% Workspace 12 Limited* Engand & Waes Property investment 100% Workspace 13 Limited Engand & Waes Property investment 100% Workspace 14 Limited* Engand & Waes Property investment 100% Workspace 15 Limited Engand & Waes Property investment 100% Workspace 16 (Jersey) Limited Jersey Investor in the BackRock Joint Venture 100% Workspace Hodings Limited Engand & Waes Hoding company 100% Workspace Management Limited Engand & Waes Property management 100% LI Property Services Limited Engand & Waes Insurance agents 100% Workspace Gebe Limited Engand & Waes Hoding company 100% Gebe Three Limited+ Engand & Waes Property investment 100% * The Issuer indirecty owns 100 per cent of the share capita and 100 per cent of the voting interest in this subsidiary via its interest in other group companies. Major Sharehoders As at 31 August 2012, so far as is known to the Issuer by virtue of the notifications made to it pursuant to the Discosure and Transparency Rues, the persons (other than Directors and Senior Managers), who are, directy or indirecty, interested in 3 per cent or more of the Issuer s share capita are as foows: Number of Sharehoding Name Ordinary Shares percentage Mr S N Roditi* 38,872,927 26.92% BackRock Inc 14,829,257 10.27% F&C Asset Management Pc 10,177,867 7.05% Aberforth Partners 7,544,214 5.22% Lega & Genera Investment Management 7,443,467 5.15% Invesco Perpetua 6,427,237 4.45% * Mr Roditi s sharehoding is hed via a number of different trusts and ega entities. Note: The hodings above may incude both beneficia and non-beneficia hodings. None of those persons identified above have voting rights that differ from the voting rights of other sharehoders. As at 31 August 2012, the Issuer is not aware of any person who directy or indirecty, jointy or severay, by any entity, exercises or coud exercise contro over the Issuer nor is it aware of any arrangements, the operation of which may at a subsequent date resut in a change of contro of the Issuer. 41

Directors, senior management and supervisory bodies Directors and Senior Managers The Directors and Senior Managers, a of whose business addresses are at Chester House, Kennington Park, 1-3 Brixton Road, London SW9 6DE are as foows: Directors (A) Danie Kitchen (Non-Executive Chairman) Danie Kitchen was appointed to the Board on 6 June 2011 and subsequenty took on the roe as Chairman at the annua genera meeting in Juy 2011, in succession to Antony Haes. He was previousy Deputy Chief Executive at Heron Internationa pc and prior to that was Finance Director at Green Property for eight years. He is currenty Non-Executive Chairman of Key Capita Rea Estate Ltd and a Non-Executive Director of LXB Retai Properties PLC and Irish Takeover Pane Limited, having retired as Non-Executive Chairman of Irish Nationwide Buiding Society in Juy 2011 and as a Non-Executive Director of Kingspan Group PLC in May 2012. Danie is aso the Chairman of the Nominations Committee and a member of the Remuneration Committee. (B) (C) (D) (E) (F) Jamie Hopkins (Chief Executive Officer) Jamie Hopkins was appointed to the Board as a Non-Executive Director in June 2010 then subsequenty took on the roe as Chief Executive on 1 Apri 2012. He was previousy Chief Executive and a Non-Executive Director of Mapeey PLC and a Director of Chester Properties. Prior to that, he was a Director of Deancey Estates and Savis. Jamie is a Member of the Corporate Board of Great Ormond Street Hospita Chidren s Charity. Graham Cemett (Chief Financia Officer) Graham Cemett joined the Board as Finance Director in Juy 2007. Previousy he was Finance Director for UK Corporate Banking at RBS Group PLC where he worked for a period of five years. Prior to that, Graham spent eight years at Reuters Group PLC, attery as Group Financia Controer. Maria Mooney (Non-Executive Director) Maria Mooney was appointed to the Board in May 2012. She was previousy on the Board of the Befast Harbour Commissioners, the Industria Deveopment Board for Northern Ireand and Northern Ireand Transport Hodings Company. She aso served on the UK s Independent Teevision Commission in London and on the Board of the University of Uster Foundation. Maria, a awyer, is currenty a Non-Executive Director of the Broadcasting Authority of Ireand in Dubin and a Trustee of the of the Northern Ireand Cancer Centre in Befast. Maria is aso a member of the Nominations, Remuneration and Audit Committees. John Bywater (Non-Executive Director) John Bywater was appointed to the Board in June 2004. He is Managing Director of Caddick Deveopments Ltd, a Non-Executive Director of British Waterways and Reais Estates, a private property company, a Non-Executive Director of Low Carbon Workspace Limited and a Trustee of Opera North. He is the Chairman of the Remuneration Committee and a member of the Audit and Nominations Committees. Bernard Cragg (Senior Independent Non-Executive Director) Bernard Cragg was appointed to the Board in June 2003. He is a Non-Executive Director of Astro Overseas Limited and Astro Maaysia Hodings SDN BHD and the Senior Independent Director of Mothercare PLC and Progressive Digita Media PLC. He was previousy Chairman of i-mate PLC, Datamonitor PLC and a Non-Executive Director of Bristo & West PLC. He was formery Group Finance Director and Chief Financia Officer of Carton Communications PLC and a Non-Executive Director of Arcadia PLC. He is the Chairman of the Audit Committee and a member of the Remuneration and Nominations Committees. 42

(G) Carmeina Carfora (Company Secretary) Carmeina Carfora was appointed Company Secretary in March 2010. She was previousy Group Company Secretary of Eectrocomponents PLC. She has aso worked in the construction industry and for a consutancy firm offering company secretaria services. Senior Managers (H) Angus Boag (Deveopment Director) Angus Boag joined the Group in June 2007 as Deveopment Director, responsibe for identifying and impementing improvement and redeveopment opportunities within the Group s property portfoio. He aso eads on socia environmenta and ethica issues. Prior to joining the Group he was at Manhattan Loft Corporation for 12 years, joining as Deveopment Director and then being appointed as Managing Director in 2001. (I) Chris Pieroni (Operations Director) Chris Pieroni joined the Group in October 2007 as Operations Director, responsibe for asset management, marketing, ettings and professiona services. Prior to joining the Group he worked at KPMG speciaising in rea estate and infrastructure finance. He began his professiona career teaching economics at Cambridge University. He joined Coiers Erdman Lewis in 1993, ater becoming Chief Operating Officer. Chris was a Non-Executive Director of the Group from 2000 unti his retirement from the Board in August 2006. (J) Tom Tyer (Investment Director) Tom Tyer joined the Group in June 2012 as Investment Director responsibe for acquisitions and disposas, investment management and vauations throughout the Group. Tom was previousy at Savis from 1994 to 1999 before joining Chester Properties where he was responsibe for various joint ventures with UBS and Schroders. The principa outside activities of the Directors and Senior Managers of the Issuer are as foows: Name Position Principa outside activities Danie Kitchen Non-Executive Chairman Key Capita Rea Estate Ltd LXB Retai Properties PLC Irish Takeover Pane Limited Jamie Hopkins Chief Executive Officer Corporate Board of Great Ormond Street Hospita Chidren s Charity Graham Cemett Chief Financia Officer Maria Mooney Non-Executive Director Broadcasting Authority of Ireand Northern Ireand Cancer Centre John Bywater Non-Executive Director Caddick Deveopments Limited British Waterways Reais Estates Limited Low Carbon Workpace Limited Opera North Limited Bernard Cragg Senior Independent Mothercare PLC Non-Executive Director Astro Overseas Limited Astro Maaysia Hodings SND BHD Progressive Digita Media Group PLC Carmeina Carfora Company Secretary Angus Boag Deveopment Director Christopher Pieroni Operations Director Business Centres Association Tom Tyer Investment Director Chester Properties Asset Management Ltd There are no potentia conficts of interest between any duties to the Issuer of the Directors and the Senior Managers referred to above and their respective private interests and/or other duties. 43

Board practices and governance Corporate governance The Issuer is committed to principes of good corporate governance and supports the principes set out in the new UK Corporate Governance Code. The Issuer has compied throughout the financia year ended 31 March 2012 with the provisions of the Combined Code on Corporate Governance issued in June 2008 and has compied with the provisions of the UK Corporate Governance Code for the period from 1 Apri 2011 up to and incuding the date of this Prospectus. Committees The Board has appointed a nomination committee (the Nominations Committee), a remuneration committee (the Remuneration Committee) and an audit committee (the Audit Committee) with formay deegated duties and responsibiities with written terms of reference. The Board has aso appointed an executive committee (the Executive Committee). (A) (B) (C) Nominations Committee The Nominations Committee is comprised of Danie Kitchen (as the Nominations Committee Chairman), John Bywater, Bernard Cragg and Maria Mooney. The Nominations Committee meets as required, and met five times during the year ended 31 March 2012. The Nominations Committee is responsibe for: the seection and appointment of a directors; and taking an overview of the genera staffing and management of the business, incuding succession panning. Whist the Nominations Committee eads the process of appointing additiona directors and/or members of the Executive Committee, the Nominations Committee Chairman consuts with a of the Directors on a reguar basis throughout the process. In addition, a appointments are subject to the review and approva of the fu Board and a directors are invited to meet with a candidate before their appointment is recommended to the Board. Remuneration Committee The Remuneration Committee meets at east two times per caendar year athough additiona meetings wi be hed if required. The Remuneration Committee met nine times in the year ended 31 March 2012. The Remuneration Committee is comprised of John Bywater (as the Remuneration Committee Chairman), Bernard Cragg, Danie Kitchen and Maria Mooney. The objective of the Remuneration Committee is to deveop remuneration packages for the executive Directors, incuding both short-term and ong-term incentive arrangements, to enabe the Group to attract, retain and motivate executive directors of the necessary caibre without paying more than is necessary for this purpose. The Remuneration Committee is aso responsibe for recommending the Chairman s remuneration to the Board in compiance with the UK Corporate Governance Code. Audit Committee The Audit Committee comprises Bernard Cragg (as the Audit Committee Chairman), John Bywater and Maria Mooney. The Audit Committee meets three times per caendar year and met three times in the year ended 31 March 2012. During the Issuer s ast financia year, the Audit Committee was responsibe for reviewing and reporting to the Board on a range of matters incuding: the interim and annua financia statements; the appropriateness of the Group s accounting poicies and practices; the vauations of the Group s property portfoio; the review of the Group s interna contro and risk management systems; the externa auditor s management etter; 44

the need for an interna audit function; the Issuer s compiance with REIT egisation; and the review of fraud risk. The Audit Committee s terms of reference cover the Group s risk management activities as a whoe and extend to advising the Board on the appointment of externa auditors, their remuneration for audit and non-audit work, their cost effectiveness, independence and objectivity, as we as discussing the nature, scope and resuts of the audit with the externa auditors. Due to its size and structure, the Group does not have an interna audit function, a matter kept under annua review by the Audit Committee. However, the Group does undertake a programme of financia, operationa and heath and safety audits at its estates. These are carried out by quaified senior head office personne on a rotationa basis. The Group uses an externa auditor, PricewaterhouseCoopers LLP, for reevant financia work for a variety of reasons, incuding their knowedge of the Group, the audit-reated nature of the work and the need to maintain confidentiaity. (D) Executive Committee The Executive Committee is comprised of Jamie Hopkins (as the Executive Committee Chairman), Graham Cemett, Tom Tyer, Angus Boag and Chris Pieroni. The Executive Committee faciitates and assists the Chief Executive in managing the day-to-day activities of the Group and addressing Group-wide issues and initiatives. The Executive Committee reviews and approves capita expenditure, disposas and certain acquisitions within estabished eves of authority; monitors the operating and financia resuts against pans and budgets; and reviews the effectiveness of risk management and contro procedures. Materia contracts The foowing are the ony contracts (not being contracts entered into in the ordinary course of business) which coud resut in any Group member being under an obigation or entitement that is materia to the Issuer s abiity to meet its obigations to Bondhoders in respect of the Bonds: BayernLB Faciity Agreement On 30 June 2010, Workspace 14 Limited as borrower (the Borrower), the Issuer as guarantor (the Guarantor) (together with the Borrower, the Obigors), BayernLB as agent, security trustee, and, together with Abbey Nationa Treasury Services pc, Deutsche Pfandbriefbank AG and Nationwide Buiding Society as enders and Abbey Nationa Treasury Services pc and Deutsche Pfandbriefbank AG as hedge counterparties entered into a faciity agreement (the BayernLB Faciity Agreement). At the date of this Prospectus, the aggregate amount currenty outstanding under the BayernLB Faciity Agreement is 200 miion. The terms of the BayernLB Faciity Agreement provide that (amongst others) the interest rate payabe is LIBOR pus 2.25 per cent together with any mandatory costs as cacuated in accordance with the BayernLB Faciity Agreement, shoud they arise. The fina repayment date under the BayernLB Faciity Agreement is 30 June 2015. Representations and warranties customary for this type of faciity have been given by each of the Obigors. The terms of the financia covenants under the BayernLB Faciity Agreement provide that the Borrower sha ensure that: (a) the oan to vaue ratio does not exceed: (i) 70 per cent from and incuding the date on which the oan under the BayernLB Faciity was made to and incuding 30 June 2013; and (ii) 65 per cent from, but not incuding, 30 June 2013; (b)(i) the interest cover ratio is 140 per cent from and incuding the date on which the oan under the BayernLB Faciity was made up to and incuding 30 June 2013; and (ii) 145 per cent from and incuding 30 September 2013; and (c)(i) the projected interest cover ratio is at east 140 per cent from and incuding the date on which the oan under the BayernLB Faciity was made to and incuding 30 June 2013; and (ii) 145 per cent from and incuding 30 September 2013. The BayernLB Faciity Agreement contains a change of contro cause which is triggered if: (1) the Borrower ceases to be the whoy owned subsidiary of Workspace Hodings Limited (the Parent); (2) the Parent ceases to be a whoy owned subsidiary of the 45

Guarantor; and/or (3) any person or group of persons acting in concert gains direct or indirect contro of the Guarantor. The Borrower has entered into ega charges and a debenture pursuant to which the Borrower has granted certain security over the properties and a other assets owned by the Borrower in favour of the security trustee. The Parent has entered into a share charge in respect of its shares in the Borrower. Loyds BoS Faciity Agreement On 11 December 2009, a Debt Compromise and Amendment and Restatement Agreement was entered into between Workspace Gebe Limited (the Borrower), Workspace 12 Limited and Gebe Three Limited (together with the Borrower, the Obigors), Bank of Scotand pc as arranger, ender, hedging counterparty, agent, account bank and security trustee, and The Bank of East Asia, Limited, London as ender (the Parties) (the Debt Compromise Agreement). The Debt Compromise Agreement amended, restated and reeased part of the amount under a faciity agreement entered into on 11 June 2006 by the Parties (the Origina Faciities Agreement). At the date of this Prospectus, the aggregate amount currenty outstanding under the Origina Faciities Agreement as amended by the Debt Compromise Agreement (the Loyds BoS Faciity Agreement) is 68 miion. The terms of the Loyds BoS Faciity Agreement provide that (amongst others) the interest rate payabe is LIBOR pus 1.25 per cent together with any mandatory costs as cacuated in accordance with the Loyds BoS Faciity Agreement, shoud they arise. The fina repayment date for the Loyds BoS Faciity Agreement is five years from the date on which the agent confirmed to the Borrower that it had received a documents as required under the Debt Compromise Agreement. Representations and warranties customary for this type of faciity have been given by each of the Obigors. The terms of the financia covenants provide that the Borrower sha ensure that: (a) the oan to security vaue ratio does not exceed 85 per cent at any time; (b)(i) the interest cover in respect of the reevant periods ending 31 March 2010, 2011 and 2012, 30 June 2010, 2011 and 2012, 30 September 2010, 2011 and 2012, and 31 December 2010, 2011 and 2012 is not ess than a ratio of 1.1:1; and (ii) the interest cover in respect of the reevant period ending 31 March 2013, 30 June 2013, 30 September 2013, 31 December 2013 and thereafter is not ess than 1.25:1; and (c) capita expenditure for any financia year does not exceed 110 per cent of the predicted capita expenditure for that financia year. The Loyds BoS Faciity Agreement contains a change of contro cause which is triggered when: (1) the Group ceases to contro directy or indirecty the Borrower; and/or (2) any person or group of persons acting in concert gains direct or indirect contro of the Borrower. Each Obigor has entered into debentures pursuant to which it has granted certain security over the properties and a other assets owned by it to the security trustee. Additionay, the Issuer has entered into a charge in respect of its shares in the Borrower and certain intercompany receivabes. RBS-HSBC Faciity Agreement On 3 June 2011 as amended on 6 Juy 2011, Workspace 13 Limited as borrower (the Borrower), the Issuer as parent guarantor (the Parent Guarantor), Workspace Management Limited as subsidiary guarantor (together with the Borrower, the Obigors), The Roya Bank of Scotand pc as arranger, agent and security trustee, HSBC Bank pc, and Nationa Westminster Bank pc as ender and hedge counterparty, and HSBC Bank pc as ender (together, the Lenders) entered into a faciity agreement (the RBS-HSBC Faciity Agreement). The RBS-HSBC Faciity Agreement is comprised of a committed revoving oan faciity (of up to 55 miion) and a committed term oan faciity (of up to 70 miion). At the date of this Prospectus, the aggregate amount currenty outstanding under the committed revoving oan faciity and term oan faciity under the RBS-HSBC Faciity Agreement is 70 miion. The terms of the RBS-HSBC Faciity Agreement provide that (amongst others) the interest rate payabe under the committed revoving oan faciity is LIBOR pus 2.75 per cent and the interest rate payabe on the committed term oan faciity is LIBOR pus 2.50 per cent. The fina repayment date for the committed revoving oan faciity and committed term oan faciity is 3 June 2015. Representations and warranties customary for this type of faciity have been given by each of the Obigors under the RBS-HSBC Faciity Agreement. The terms of the financia covenants provide that: 46

(a) the Borrower s interest cover ratio must be: (i) on or prior to 30 June 2013, at east 150 per cent; (ii) after 30 June 2013 but on or prior to 31 December 2013, at east 155 per cent; (iii) after 31 December 2013 but on or prior to 30 June 2014, at east 160 per cent; and (iv) after 30 June 2014, at east 165 per cent; (b) the Group s interest cover ratio must be at east 125 per cent; and (c) the oan-to-vaue ratio must not at any time exceed 65 per cent. The RBS-HSBC Faciity Agreement contains a change of contro cause which is triggered if the Parent Guarantor ceases to be the ony sharehoder of the Borrower. The Borrower has entered into ega charges and a debenture pursuant to which the Borrower has granted certain security over the properties and a other assets owned by the Borrower to the Lenders and the Parent Guarantor. Workspace 11 Limited and Workspace 15 Limited have entered into a share charge in respect of their shares in the Borrower. 47

SELECTED FINANCIAL INFORMATION Consoidated Income Statement Tweve months Tweve months to 31 March 2012 to 31 March 2011 (Audited) (Audited) m m Revenue 67.3 68.8 Direct costs (22.5) (22.9) Net renta income 44.8 45.9 Administrative expenses (10.2) (9.7) 34.6 36.2 Other income 0.1 Profit on disposa of investment properties 0.9 2.8 Loss on disposa of property, pant and equipment (0.1) Change in fair vaue of investment properties 35.6 30.8 Operating profit 71.0 69.9 Finance income 0.2 0.1 Finance costs (19.3) (22.2) Change in fair vaue of derivative financia instruments (4.6) 5.3 Gains/(osses) from share in joint ventures 1.2 (0.3) Profit before tax 48.5 52.8 Taxation 0.5 0.7 Profit for the year after tax and attributabe to equity sharehoders 49.0 53.5 Basic earnings per share* 36.3p 45.4p Diuted earnings per share* 35.5p 44.4p EPRA earnings per share* 11.9p 12.4p * Comparative figures have been restated to refect the rights issue and share consoidation in 2011. Consoidated Statement of Comprehensive Income Tweve months Tweve months to 31 March 2012 to 31 March 2011 (Audited) (Audited) m m Profit for the financia year 49.0 53.5 Revauation of owner occupied property 1.2 Tota comprehensive income attributabe to equity sharehoders 49.0 54.7 48

Consoidated Baance Sheet As at As at 31 March 2012 31 March 2011 (Audited) (Audited) m m Non-current assets Investment properties 759.3 713.4 Intangibe assets 0.3 0.4 Property, pant and equipment 1.1 4.6 Investment in joint venture 12.3 6.7 Trade and other receivabes 4.6 4.9 777.6 730.0 Current assets Trade and other receivabes 10.6 8.3 Cash and cash equivaents 26.5 2.3 Corporation tax asset 0.6 37.7 10.6 Current iabiities Bank overdraft (3.2) Derivative financia instruments (14.2) (10.9) Trade and other payabes (27.5) (28.0) (41.7) (42.1) Net current iabiities (4.0) (31.5) Non-current iabiities Borrowings (337.3) (363.8) Other non-current iabiities (0.9) (0.9) (338.2) (364.7) Net assets 435.4 333.8 Sharehoders equity Ordinary shares 144.1 115.3 Share premium 59.2 25.0 Investment in own shares (8.7) (8.0) Other reserves 13.9 15.0 Retained earnings 226.9 186.5 Tota sharehoders equity 435.4 333.8 EPRA net asset vaue per share* 3.08 2.86 * Comparative figures have been restated to refect the rights issue and share consoidation in 2011. 49

Consoidated Statement of Cash Fows Tweve months Tweve months to 31 March 2012 to 31 March 2011 (Audited) (Audited) m m Cash fows from operating activities Cash generated from operations 35.8 37.9 Interest received 0.1 0.1 Interest paid (18.5) (21.9) Tax paid (0.1) (2.1) Net cash infow from operating activities 17.3 14.0 Cash fows from investing activities Capita expenditure on investment properties (18.3) (9.4) Net proceeds from disposa of investment properties 8.8 43.9 Purchase of intangibe assets (0.1) (0.2) Purchase of property, pant and equipment (0.7) (0.4) Net proceeds from disposa of property, pant and equipment 3.8 Investment in and oan to joint ventures (4.8) (7.4) Movement in short-term funding baances with joint venture (0.1) 0.6 Distributions received from joint venture 0.4 Net cash (outfow)/infow from investing activities (11.0) 27.1 Cash fows from financing activities Proceeds from issue of ordinary share capita 66.3 Fees paid on share issue (3.3) Finance costs for new/amended borrowing faciities (2.2) (3.8) Settement and re-couponing of derivative financia instruments (1.3) (6.5) Repayment of bank borrowings (25.5) (17.3) Movement on bank faciity renta income accounts (1.7) (5.0) ESOT shares net purchase (0.7) (0.8) Finance ease principa payments (0.2) Dividends paid (10.5) (8.2) Net cash infow/(outfow) from financing activities 21.1 (41.8) Net increase/(decrease) in cash and cash equivaents 27.4 (0.7) Cash and cash equivaents at start of year (0.9) (0.2) Cash and cash equivaents at end of year 26.5 (0.9) 50

TAXATION The comments beow are of a genera nature based on current United Kingdom tax aw as appied in Engand and Waes and HM Revenue & Customs practice (which may not be binding on HM Revenue & Customs) (each of which is subject to change, possiby with retrospective effect) and are not intended to be exhaustive. They do not necessariy appy where the income is deemed for tax purposes to be the income of any other person. They reate ony to the position of persons who are the absoute beneficia owners of their Bonds and Coupons and may not appy to certain casses of persons such as deaers, certain professiona investors, or persons connected with the Issuer. Any Bondhoders who are in doubt as to their own tax position, or who may be subject to tax in a jurisdiction other than the United Kingdom, shoud consut their professiona advisers. Withhoding Whie the Bonds continue to be isted on a recognised stock exchange within the meaning of Section 1005 Income Tax Act 2007, payments of interest by the Issuer may be made without withhoding or deduction for or on account of United Kingdom income tax. The London Stock Exchange is a recognised stock exchange for these purposes. Securities wi be treated as isted on the London Stock Exchange if they are incuded in the Officia List by the United Kingdom Listing Authority and are admitted to trading on the London Stock Exchange. On 27 March 2012, HM Revenue & Customs pubished a consutation document setting out proposas for repeaing this exemption from withhoding tax for certain intra-group transactions. Bondhoders are therefore advised to consut their independent professiona tax advisers as to the impications of any future changes. If the Bonds cease to be isted interest wi generay be paid by the Issuer under deduction of income tax at the basic rate uness: (a) another reief appies; or (b) the Issuer has received a direction to the contrary from HM Revenue & Customs in respect of such reief as may be avaiabe pursuant to the provisions of any appicabe doube taxation treaty. If interest were paid under deduction of United Kingdom income tax (e.g. if the Bonds ost their isting), Bondhoders who are not resident in the United Kingdom may be abe to recover a or part of the tax deducted if there is an appropriate provision in an appicabe doube taxation treaty. Information Reporting and Savings Directive (a) Information Reporting Persons in the United Kingdom paying interest to or receiving interest on behaf of another person who is an individua may be required to provide certain information to HM Revenue & Customs regarding the identity of the payee or person entited to the interest and, in certain circumstances, such information may be exchanged with tax authorities in other countries. (b) EU Directive on the Taxation of Savings Income The Savings Directive requires EU Member States to provide to the tax authorities of other EU Member States detais of payments of interest and other simiar income paid by a person estabished within its jurisdiction to (or for the benefit of) an individua or certain other persons in that other EU Member State, except that Austria and Luxembourg wi instead impose a withhoding system for a transitiona period (subject to a procedure whereby, on meeting certain conditions, the beneficia owner of the interest or other income may request that no tax be withhed) uness during such period they eect otherwise. The European Commission has proposed certain amendments to the Savings Directive, which may, if impemented, amend or broaden the scope of the requirements described above. 51

Taxation of Disposa (incuding Redemption) and Return (a) Corporate Bondhoders Bondhoders within the charge to United Kingdom corporation tax (incuding non-resident Bondhoders whose Bonds are used, hed or acquired for the purposes of a trade carried on in the United Kingdom through a permanent estabishment) wi be subject to tax as income on a profits and gains from the Bonds broady in accordance with their statutory accounting treatment. Such Bondhoders wi generay be charged in each accounting period by reference to interest and other amounts which, in accordance with generay accepted accounting practice, are recognised in determining the Bondhoder s profit or oss for that period. Fuctuations in vaue reating to foreign exchange gains and osses in respect of the Bonds wi be brought into account as income. (b) Other Bondhoders (i) (ii) (iii) (iv) Interest Bondhoders who are either individuas or trustees and are resident or ordinariy resident for tax purposes in the United Kingdom or who carry on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Bonds are attributabe wi generay be iabe to United Kingdom tax on the amount of any interest received in respect of the Bonds. Transfer (incuding redemption) The Bonds are quaifying corporate bonds with the resut that on a disposa of the Bonds neither chargeabe gains nor aowabe osses wi arise for the purposes of taxation of capita gains. Accrued Income Scheme Language A transfer of a Bond by a Bondhoder resident or ordinariy resident for tax purposes in the United Kingdom or who carries on a trade, profession or vocation in the United Kingdom through a branch or agency to which the Bond is attributabe may give rise to a charge to tax on income in respect of an amount representing interest on the Bond which has accrued since the preceding interest payment date. The Bonds wi be quaifying investments for the stocks and shares component of an account (an ISA) under the Individua Savings Account Reguations 1998 (the ISA Reguations) provided that at the date the Bonds are first hed under the account: (1) the terms of the Bonds do not require them to be re-purchased or redeemed within the period of five years from that date or aow the Bondhoders so to require except in circumstances that are neither certain nor ikey to occur; and (2) either the Bonds or the shares of the Issuer are isted on the officia ist of a recognised stock exchange. Bondhoders who acquire or hod their Bonds through an ISA and who satisfy the requirements for tax exemption in the ISA Reguations wi not be subject to United Kingdom tax on interest or other amounts received in respect of the Bonds. The opportunity to invest in Bonds through an ISA is restricted to individuas. Individuas wishing to purchase the Bonds through an ISA shoud contact their professiona advisers regarding their eigibiity. The interest has a United Kingdom source and accordingy may be chargeabe to United Kingdom tax by direct assessment irrespective of the residence of the Bondhoder. However, where the interest is paid without withhoding or deduction on account of United Kingdom tax, the interest wi not be assessed to United Kingdom tax in the hands of Bondhoders who are not resident in the United Kingdom, except where the Bondhoder carries on a trade, profession or vocation through a branch or agency, or in the case of a corporate hoder, carries on a trade through a permanent estabishment in the United Kingdom, in connection with which the interest is received or to which the Bonds are attributabe, in which case (subject to exemptions for interest received by certain categories of agent) tax may be evied on the United Kingdom branch or agency, or permanent estabishment. Bondhoders shoud note that the provisions reating to additiona amounts referred to in Terms and Conditions of the Bonds Taxation above woud not appy if HM Revenue & Customs 52

sought to assess directy the person entited to the reevant interest to United Kingdom tax. However exemption from, or reduction of, such United Kingdom tax iabiity might be avaiabe under an appicabe doube taxation treaty. Inheritance Tax Provided that the reevant Bonds are physicay hed outside the United Kingdom at the time of death or when the gift is made no inheritance tax is charged on such death or gift if the Bondhoder is neither domicied, nor deemed to be domicied, in the United Kingdom. Where the Bonds are hed in a cearing system HM Revenue & Customs is known to consider that the situs of the reevant assets is not necessariy determined by the pace where the Bonds are physicay hed. Prospective Bondhoders to whom this may be of significance are asked to consut their own professiona advisers. United Kingdom Stamp Duty and Stamp Duty Reserve Tax No United Kingdom stamp duty or stamp duty reserve tax is payabe on the issue or transfer by deivery of a Bond or on its redemption. 53

SUBSCRIPTION AND SALE Pursuant to a subscription agreement expected to be dated on or about 3 October 2012 (the Subscription Agreement), Investec Bank pc and Numis Securities Limited (together the Joint Lead Managers and each, a Joint Lead Manager) are expected to agree to procure subscribers for the Bonds at the issue price of 100 per cent of the principa amount of Bonds, ess an arrangement and management fee of 0.75 per cent of the principa amount of the Bonds and a distribution fee of 0.50 per cent of the principa amount of the Bonds. The distribution fee may be shared between the Joint Lead Managers, the Authorised Distributors (as defined beow) and any other additiona Authorised Distributors that are appointed by the Joint Lead Managers to procure pacees for and/or to distribute the Bonds. The Issuer wi aso reimburse each of the Joint Lead Managers in respect of certain of its expenses, and is expected to agree to indemnify each of the Joint Lead Managers against certain iabiities, incurred in connection with the issue of the Bonds. The Subscription Agreement may be terminated in certain circumstances prior to payment of the Issuer. The issue of the Bonds sha not be underwritten by the Joint Lead Managers or any other person. United States The Bonds have not been and wi not be registered under the Securities Act and the Bonds are subject to US tax aw requirements. Subject to certain exceptions, the Bonds may not be offered, sod or deivered within the United States or to, or for the account or benefit of US persons. Each Joint Lead Manager has agreed that it wi not offer, se or deiver any Bonds within the United States or to, or for the account or benefit of US persons. The Bonds are being offered and sod outside the United States in reiance on, Reguation S under the Securities Act. In addition, unti 40 days after the commencement of the offering of the Bonds, an offer or sae of Bonds within the United States by any deaer (whether or not participating in the offering) may vioate the registration requirements of the Securities Act. Pubic Offer Seing Restriction under the Prospectus Directive In reation to each Member State of the European Economic Area which has impemented the Prospectus Directive (each, a Reevant Member State), each of the Joint Lead Managers has represented and agreed that, with effect from and incuding the date on which the Prospectus Directive is impemented in that Reevant Member State (the Reevant Impementation Date), it has not made and wi not make an offer of Bonds which are the subject of the offering contempated by this Prospectus to the pubic in that Reevant Member State other than the offers contempated in the Prospectus in the United Kingdom from the time the Prospectus has been approved by the competent authority in the United Kingdom and pubished in accordance with the Prospectus Directive as impemented in the United Kingdom unti the Issue Date or such ater date as the Issuer may permit, except that it may, with effect from and incuding the Reevant Impementation Date, make an offer of Bonds to the pubic in that Reevant Member State: (a) to any ega entity which is a quaified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Reevant Member State has impemented the reevant provision of the 2010 PD Amending Directive, 150, natura or ega persons (other than quaified investors as defined in the Prospectus Directive) as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Joint Lead Managers; or (c) in any other circumstances faing within Artice 3(2) of the Prospectus Directive, provided that no such offer of Bonds sha require the Issuer or the Joint Lead Managers to pubish a prospectus pursuant to Artice 3 of the Prospectus Directive or suppement a prospectus pursuant to Artice 16 of the Prospectus Directive. For the purposes of this provision, the expression an offer of Bonds to the pubic in reation to any Bonds in any Reevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enabe an Investor to decide to purchase or subscribe the Bonds, as the same may be varied in that Member State by any measure impementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, incuding the 2010 PD Amending Directive to the extent impemented in the Reevant Member State), and incudes any 54

reevant impementing measure in each Reevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. United Kingdom Each of the Joint Lead Managers has represented and agreed that: (a) it has ony communicated or caused to be communicated and wi ony communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financia Services and Markets Act 2000 (FSMA)) received by it in connection with the issue or sae of any Bonds in circumstances in which Section 21(1) of the FSMA does not appy to the Issuer; and (b) it has compied and wi compy with a appicabe provisions of the FSMA with respect to anything done by it in reation to any Bonds in, from or otherwise invoving the United Kingdom. Jersey Each of the Joint Lead Managers has represented and agreed that it has not made and wi not make an offer of Bonds which are the subject of the offering contempated by this Prospectus, save to the extent that such Joint Lead Manager is authorised, or otherwise permitted, to do so pursuant to the Financia Services (Jersey) Law 1998 and/or the Contro of Borrowing (Jersey) Order 1958. Guernsey This Prospectus has not been approved or authorised by the Guernsey Financia Services Commission for circuation in Guernsey. This Prospectus may not be distributed or circuated directy or indirecty to any persons in the Baiiwick of Guernsey other than: (a) by a person icensed to do so under the terms of the Protection of Investors (Baiiwick of Guernsey) Law, 1987, as amended; or (b) to those persons reguated by the Guernsey Financia Services Commission as icensees under the Protection of Investors (Baiiwick of Guernsey) Law, 1987, as amended, the Banking Supervision (Baiiwick of Guernsey) Law, 1994, the Insurance Business (Baiiwick of Guernsey) Law, 2002 or the Reguation of Fiduciaries, Administration Business and company Directors etc. (Baiiwick of Guernsey) Law, 2000. Ise of Man This Prospectus has not been and wi not be registered or fied as a prospectus with any governmenta or other authority in the Ise of Man and this Prospectus and the issue of the Bonds have not been approved by the Ise of Man Financia Supervision Commission. Any offer for subscription, sae or exchange of the Bonds in or from the Ise of Man must be made: (a) by an Ise of Man financia services icencehoder appropriatey icensed under section 7 of the Financia Services Act 2008; (b) in accordance with any reevant excusion contained within the Reguated Activities Order 2011; or (c) in accordance with any avaiabe exemption contained in the Financia Services (Exemptions) Reguations 2011. Genera Save as described in the section Subscription and Sae Pubic Offer beow, no action has been taken by the Issuer or any of the Joint Lead Managers that woud, or is intended to, permit a pubic offer of the Bonds in any country or jurisdiction where any such action for that purpose is required. Accordingy, each of the Joint Lead Managers has undertaken that it wi not, directy or indirecty, offer or se any Bonds or distribute or pubish any prospectus, form of appication, advertisement or other document or information in any country or jurisdiction except under circumstances that wi resut in compiance with any appicabe aws and reguations and a offers and saes of Bonds by it wi be made on the same terms. Pubic Offer An offer of the Bonds (the Offer) may be made by any of the Authorised Distributors other than pursuant to Artice 3(2) of the Prospectus Directive in the United Kingdom, Jersey, Guernsey and the Ise of Man (the Pubic Offer Jurisdictions) during the period set out in paragraph (a) beow. The Bonds may ony be offered or sod in any jurisdictions (incuding, without imitation, the Pubic Offer 55

Jurisdiction), in accordance with the requirements of the reevant securities aws and reguations appicabe in such jurisdictions. (a) (b) (c) (d) (e) (f) Offer Period: The Offer is expected to open at 12 noon (London time) on 19 September 2012 and cose at 12 noon (London time) on 2 October 2012. The Issuer and the Joint Lead Managers may agree to amend the Offer Period, in which case such amendments wi be pubished via a Reguatory Information Service. Investors wi be notified by the reevant Joint Lead Manager or Authorised Distributor of their aocations of Bonds and the settement arrangement in respect thereof. Investors may not be aocated a of the Bonds for which they appy. The Bonds wi be issued at the issue price (being 100 per cent of the principa amount of the Bonds) and the aggregate principa amount of the Bonds to be issued wi be specified in the Sizing Announcement pubished by the Issuer on a Reguatory Information Service. The Issuer consents to the use of this Prospectus in connection with an offer of the Bonds ony by the Joint Lead Managers and the Authorised Distributors and they are ony entited to use this Prospectus during the Offer Period and ony in the Pubic Offer Jurisdictions. Conditions to which the Offer is subject: The issue of the Bonds is subject to certain conditions precedent customary for transactions of this type (incuding the issue of the Bonds and the deivery of ega opinions and auditors comfort etters satisfactory to the Joint Lead Managers) to be set out in the Subscription Agreement. The Joint Lead Managers wi aso be entited, in certain circumstances, to be reeased and discharged from its obigations to subscribe and pay for the Bonds under the Subscription Agreement prior to the issue of the Bonds. Description of the appication process: Investors intending to subscribe for any Bonds shoud appy through the Joint Lead Managers or the reevant Authorised Distributor in accordance with the procedures estabished by the Joint Lead Managers or such Authorised Distributor. The Joint Lead Managers or such Authorised Distributor may reject any subscription in their absoute discretion. The Bonds are freey transferabe, subject to the seing and transfer restrictions described in this Prospectus. No Bonds wi be offered for sae after the cosing date of the Offer, expected to be 12 noon (London time) on 2 October 2012. The Issuer reserves the right (foowing agreement with the Joint Lead Managers) to end the Offer Period earier, in which case the Issue Date and, in turn, the interest payment dates may change. Any such changes wi be announced via a Reguatory Information Service. Pursuant to anti-money aundering aws and reguations in force in the United Kingdom, the Joint Lead Managers and the Authorised Distributors or any of their authorised agents may require evidence in connection with any subscription for the Bonds, incuding further identification of the Investor, before any Bonds are aocated. Detais of the minimum and/or maximum amount of appication: The minimum subscription per Investor is for a principa amount of 2,000 of the Bonds. Description of possibiity to reduce subscriptions and manner for refunding excess amount paid by appicants: There wi be no refund as Investors wi not be required to pay for any Bonds unti any appication for the Bonds has been accepted and the Bonds aotted. Detais of the method and time imits for paying up and deivering the Bonds: The Bonds wi be issued on the Issue Date against payment to the Issuer of the net subscription moneys by the Joint Lead Managers. Investors wi be notified by the Joint Lead 56

Managers or the reevant Authorised Distributor of their aocations of Bonds (if any) and the settement arrangements in respect thereof. (g) (h) (i) (j) (k) () Manner and date in which resuts of the offer are to be made pubic: The aggregate principa amount of the Bonds to be issued wi be determined by the Issuer on the basis of market conditions then prevaiing, incuding suppy and demand for the Bonds and other simiar securities. Once determined, the aggregate principa amount of the Bonds to be issued wi be specified in the Sizing Announcement; such announcement is currenty expected to be made on or around 3 October 2012. Procedure for exercise of any right of pre-emption, the negotiabiity of subscription rights and the treatment of subscription rights not exercised: Not appicabe. Categories of potentia Investors to which the Bonds are offered: Offers may be made by the Joint Lead Managers and the Authorised Distributors to the pubic in the Pubic Offer Jurisdictions during the Offer Period. There is no reserve amount of Bonds appicabe to any jurisdiction. Process for notification to Investors of the amount aotted and indication whether deaing may begin before notification is made: Investors wi be notified by the Joint Lead Managers or the reevant Authorised Distributor of their aocations of Bonds (if any) in accordance with the arrangements in pace between the Joint Lead Managers or the reevant Authorised Distributor and the prospective Investor. No steps have been taken to aow deaings in the Bonds prior to notification of the amount aotted. Amount of any expenses and taxes specificay charged to the subscriber or purchaser: No expenses or taxes upon issue wi be aocated by the Issuer or any Joint Lead Manager to any Investor. Expenses may be charged by an Authorised Distributor; these are beyond the contro of the Issuer and are not set by the Issuer. They may vary depending on the size of the amount subscribed for and the Investor s arrangements with the Authorised Distributor. The Issuer estimates that, in connection with the sae of Bonds to an Investor, the expenses charged by the Authorised Distributors known to it at the date of this Prospectus wi be up to 1.75 per cent of the aggregate principa amount of the Bonds sod to such Investor. Any Investor intending to acquire any Bonds from a bank, financia intermediary or other entity (incuding an Authorised Distributor) other than the Joint Lead Managers in their capacity as such wi do so in accordance with any terms and other arrangements in pace between the seer or distributor and such Investor, incuding as to price, aocations and settement arrangements. Neither the Issuer nor the Joint Lead Managers are party to such arrangements with Investors and accordingy Investors must obtain such information from the reevant seer or distributor. Neither the Issuer, nor the Joint Lead Managers have any responsibiity to an Investor for such information. Name(s) and address(es) of the pacers in the various countries where the Offer takes pace: Barcays Stockbrokers Limited 1 Churchi Pace London E14 5HP Brewin Dophin Ltd 12 Smithfied Street London EC1A 9BD 57

Kiik & Co LLP 46 Grosvenor Street London W1K 3HN Redmayne-Bentey LLP 9 Bond Court Leeds LS1 2JZ Taos Securities Limited (trading as Seftrade) Boatman s House 2 Sesdon Way London E14 9LA who, at the date of this Prospectus are specified authorised distributors who have each been appointed by the Issuer and the Joint Lead Managers to offer and distribute the Bonds to the pubic in the Pubic Offer Jurisdictions in accordance with a prevaiing reguatory requirements during the Offer Period (together, the Authorised Distributors). In addition to the Authorised Distributors, the Joint Lead Managers may appoint additiona distributors as further Authorised Distributors to offer and distribute the Bonds to the pubic in the Pubic Offer Jurisdictions in accordance with a prevaiing reguatory requirements during the Offer Period (the Additiona Distributors). The Issuer has aso granted a genera consent to the use of this Prospectus in the United Kingdom during the Offer Period on the basis of the conditions described in the third and fourth paragraphs on page ii of this Prospectus. None of the Issuer or the Joint Lead Managers has authorised, nor wi they authorise, the making of any other offer of the Bonds in any other circumstances. (m) Entities which have a firm commitment to act as intermediaries in secondary market trading, providing iquidity through bid and offer rates and description of the main terms of their commitment: The Joint Lead Managers wi be appointed as registered market makers through the ORB in respect of the Bonds from the date of admission of the Bonds to trading. 58

GENERAL INFORMATION Authorisation 1. The issue of the Bonds was duy authorised by a resoution of the Board of Directors of the Issuer dated 6 September 2012 and by a resoution of a committee of the Board of Directors of the Issuer passed on 18 September 2012. Listing 2. It is expected that officia isting wi be granted on or about 10 October 2012 subject ony to the issue of the Goba Bond. Appication has been made to the UK Listing Authority for the Bonds to be admitted to the Officia List and to the London Stock Exchange for such Bonds to be admitted to trading on the London Stock Exchange s Reguated Market and through the ORB. Admission of the Bonds to trading is expected to occur on or about 10 October 2012. 3. The amount of expenses reated to the admission to trading of the Bonds wi be specified in the Sizing Announcement. No significant change 4. There has been no materia adverse change in the prospects of the Issuer since 31 March 2012 and there has been no significant change in the financia or trading position of the Group since 31 March 2012. Litigation 5. Neither the Issuer nor any other member of the Group is or has been invoved in any governmenta, ega or arbitration proceedings (incuding any such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this Prospectus which may have or have in such period had a significant effect on the financia position or profitabiity of the Issuer or the Group. Auditors 6. The auditors of the Issuer and each of its subsidiaries are PricewaterhouseCoopers LLP, who has audited the Issuer s consoidated accounts, without quaification, in accordance with Internationa Financia Reporting Standards for each of the two financia years ended on 31 March 2011 and 31 March 2012. PricewaterhouseCoopers LLP is a member of the Institute of Chartered Accountants in Engand and Waes. The auditors of the Issuer and each of its subsidiaries have no materia interest in the Issuer or any of the Issuer s subsidiaries. US tax 7. The Bonds and Coupons wi contain the foowing egend: Any United States person who hods this obigation wi be subject to imitations under the United States income tax aws, incuding the imitations provided in Sections 165(j) and 1287(a) of the Interna Revenue Code. Documents Avaiabe 8. For the period of 12 months foowing the date of this Prospectus, copies of the foowing documents wi be avaiabe for inspection from the registered office of the Issuer and from the specified office of the Paying Agent for the time being in London: (a) the artices of association of the Issuer; (b) the audited annua consoidated financia statements of the Issuer for the financia years ended 31 March 2011 and 31 March 2012 respectivey, in each case together with the audit reports in connection therewith. The Issuer currenty prepares audited consoidated and non-consoidated accounts on an annua basis; (c) the vauation report prepared by the Vauer dated 9 May 2012; and (d) the Trust Deed and the Agency Agreement. 59

Consent 9. Detais of the vauation of the Group s properties by the Vauer has been incuded in this Prospectus, in the form and context in which it is incuded, with the consent of the Vauer who has authorised the contents set out in Description of the Issuer Vauation. The address of the Vauer is CBRE Limited, St Martin s Court, 10 Paternoster Row, London EC4M 7HP. The vauation has been prepared in accordance with Vauation Professiona Standards (2012) pubished by the Roya Institute of Chartered Surveyors. The Issuer affirms that no materia changes have occurred since the date of vauation of the Group s properties as at 31 March 2012. Yied 10. On the basis of the issue price of the Bonds of 100 per cent of their principa amount, the yied of the Bonds is expected to be 6.00 per cent on an annua basis. It is not an indication of future yied. Cearing Systems 11. The Bonds have been accepted for cearance through Eurocear and Cearstream, Luxembourg. In addition, the Bonds wi be accepted for settement in CREST via the CDI mechanism. Interests in Bonds may aso be hed through CREST through the issuance of CDIs representing the Underying Bonds. The ISIN for this issue is XS0832324981 and the Common Code is 083232498. The address of Eurocear is Eurocear Bank SA/NV, 1 Bouevard du Roi Abert II, B-1210 Brusses, the address of Cearstream, Luxembourg is Cearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg and the address of CREST is Eurocear UK & Ireand, 33 Cannon Street, London EC4M 5SB. Joint Lead Managers transacting with the Issuer 12. Certain of the Joint Lead Managers and their affiiates have engaged, and may in the future engage, in investment banking and/or commercia banking transactions with, and may perform services to the Issuer and its affiiates in the ordinary course of business. 60

THE ISSUER Workspace Group PLC Chester House Kennington Park 1-3 Brixton Road London SW9 6DE TRUSTEE U.S. Bank Trustees Limited Fifth Foor 125 Od Broad Street London EC2N 1AR PRINCIPAL PAYING AGENT Eavon Financia Services Limited, UK Branch Fifth Foor 125 Od Broad Street London EC2N 1AR JOINT LEAD MANAGERS Investec Bank pc Numis Securities Limited 2 Gresham Street The London Stock Exchange Buiding London EC2V 7QP 10 Paternoster Square London EC4M 7LT To the Joint Lead Managers and the Trustee as to Engish aw Linkaters LLP One Sik Street London EC2Y 8HQ LEGAL ADVISERS To the Issuer as to Engish aw Norton Rose LLP 3 More London Riverside London SE1 2AQ AUDITORS To the Issuer PricewaterhouseCoopers LLP 1 Embankment Pace London WC2N 6RH 61

Linkway Financia Printers Typeset & Printed in London (UK) 16125