Theworks.co.uk. Regulatory News (WRKS)

28 August 2019

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

Smaller Related Party Transaction - Ratification and Release of Interim Dividend

At the Company's 2019 AGM held today, shareholders passed a special resolution to ratify the appropriation of profits to the payment of the Company's first interim dividend paid on 14 March 2019 (the "Interim Dividend"), waive any rights of the Company against both past and present shareholders of the Company who received the Interim Dividend, waive any rights of the Company against past and present Directors of the Company in respect of the Interim Dividend and approve the Company entering into deeds of release in favour of such shareholders (the "Shareholders' Deed of Release") and Directors (the "Directors' Deed of Release"). Further information relating to the technical infringement of the Companies Act 2006 which required the Company to seek shareholder approval for these steps is set out in the 2019 Notice of AGM available on the Company's website (www.theworksplc.co.uk).

Following shareholder approval, the Company confirms that it has now executed the Shareholders' Deed of Release and Directors' Deed of Release (together the "Deeds of Release"). As each of the Directors of the Company is deemed to be a 'related party' of the Company under the Listing Rules, the entry by the Company into the Deeds of Release is deemed to be a 'smaller related party transaction' under the Listing Rules and is therefore subject to the requirements of LR11.1.10. The amount of the liability released for each Director and their 'associates' (as defined for the purposes of the Listing Rules) is capped under the Directors' Deed of Release at an amount equal to 4.9% of the Company's market capitalisation as at today's date (including the amount of any claim the Company may have against such person(s) in their capacity both (as the case may be) as a Director and as a shareholder).