BELLEVUE HEALTHCARE TRUST PLC

COMPANY No: 10415235

COMPANY LIMITED BY SHARES

INCORPORATED UNDER THE COMPANIES ACT 2006

This is to confirm that at the Annual General Meeting of Bellevue Healthcare Trust plc, duly convened and held on the 28th day of April 2023.

The following resolutions were passed. Resolutions 13 to 15 were passed as special resolutions.

Ordinary resolutions

1. To receive the Company's Annual Report and Accounts for the year ended 30 November 2022, with the reports of the Directors and auditors thereon.

2. To approve the Directors' Remuneration Implementation Report included in the Annual Report for the year ended 30 November 2022.

3. To re-elect Randeep Grewal as a Director of the Company.

5. To re-elect Josephine Dixon as a Director of the Company.

6. To re-elect Paul Southgate as a Director of the Company.

7. To re-elect Tony Young as a Director of the Company.

8. To re-elect Kate Bolsover as a Director of the Company.

9. To reappoint Ernst & Young LLP as auditors to the Company.

10. To authorise the Directors to fix the remuneration of the auditors until the conclusion of the next Annual General Meeting of the Company.

11. To approve a final dividend of 3.235p per Ordinary Share of the Company in respect of the year ended 30 November 2022.

12. That the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (in substitution for all subsisting authorities to the extent unused) to exercise all the powers of the Company to allot up to 55,047,500 Ordinary Shares of 1p each in the capital of the Company ("Ordinary Shares"), such authority to expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2024 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may, at any time prior to the expiry of such authority, make an

offer or enter into an agreement which would or might require the allotment of shares in pursuance of such an offer or agreement as if such authority had not expired.

Special resolutions

13. That, subject to the passing of resolution 12, in substitution for any existing power under sections 570 and 573 of the Companies Act 2006 but without prejudice to the exercise of any such power prior to the date hereof, the Directors be and are hereby empowered (pursuant to sections 570 and 573 of the Companies Act 2006) to allot Ordinary Shares of 1p each and to sell Ordinary Shares of 1p each from treasury for cash pursuant to the authority referred to in Resolution 12 above as if section 561 of the Act did not apply to any such allotment or sale, such power to expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2024 or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities to be allotted or sold from treasury after the expiry of such power, and the Directors may allot or sell from treasury equity securities in pursuance of such an offer or an agreement as if such power had not expired;

14. That the Company be and is hereby generally and unconditionally authorised in accordance with

section 701 of the Companies Act 2006 ("the Act") to make market purchases (within the meaning of

section 693(4) of the Act) of its Ordinary Shares of 1p each, provided that:

(a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 82,516,203 (representing 14.99% of the Company's issued Ordinary Share capital (excluding shares held in Treasury) at the date of the notice of this meeting);

(b) the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is 1p;

(c) the maximum price (excluding expenses) which may be paid for an Ordinary Share is not more than the higher of (i) 5% above the average of the middle market quotations for the Ordinary Shares for the five business days immediately before the day on which it purchases that share and (ii) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary Shares;

(d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2024 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed prior to such time; and

(e) the Company may make a contract to purchase Ordinary Shares under the authority hereby

conferred prior to the expiry of such authority, which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to any such contract.

15. That a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 days' notice, provided that this authority shall expire at the conclusion of the Company's next Annual General Meeting after the date of the passing of this resolution.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

BB Healthcare Trust plc published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2023 14:06:08 UTC.