Primary Health Properties PLC

Form of Proxy

Voting ID

Task ID

Shareholder Reference Number ("SRN")

You may submit your proxy electronically at www.sharevote.co.uk using the above numbers.

I/We, being a member(s) of Primary Health Properties PLC entitled to attend and vote at the Annual General Meeting

("AGM") of the Company, hereby appoint the Chairman of the meeting or (insert name)

...........................................................as my/

our proxy in respect of

shares to attend, speak* and vote* on my/our behalf as indicated below and on

any other resolution as he/she thinks fit at the AGM of the Company to be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF at 10.30 a.m. (UK time)/12.30 p.m. (South Africa time) on Wednesday 24 April 2024 and, in the event that the AGM is adjourned, at any reconvened meeting.

Please indicate here if this Form of Proxy is one of multiple instructions being given (see Note 3).

I appoint my/our proxy to attend, speak* and vote* in the manner indicated below (see Note 4). If no indication is given, your proxy may vote as he/she thinks fit or withhold from voting on the resolutions or any other business at the AGM.

If you choose "Vote withheld", your vote has no legal effect and will count neither for nor against the relevant resolution.

Vote

For*

Against* withheld* Discretionary*

ORDINARY RESOLUTIONS

  1. To receive the Annual Report for the year ended 31 December 2023
  2. To approve the Directors' Remuneration Policy
  3. To approve the Directors' Remuneration Report
  4. To approve the Company's dividend policy
  5. To re-appoint Deloitte LLP as auditor
  6. To authorise determination of the auditor's remuneration
  7. To re-elect Harry Hyman as a Director
  8. To re-elect Richard Howell as a Director
  9. To re-elect Laure Duhot as a Director
  10. To re-elect Ian Krieger as a Director
  11. To re-elect Ivonne Cantú as a Director
  12. To elect Mark Davies
  13. To elect Dr Bandhana (Bina) Rawal
  14. To authorise political donations
  15. To authorise the Directors to allot shares

SPECIAL RESOLUTIONS

  1. To disapply pre-emption rights
  2. To approve a further disapplication of pre-emption rights
  3. To approve the notice period for general meetings
  4. To authorise the Directors to make market purchases
  • Please indicate by marking "X" in the appropriate space how you wish your vote to be cast.

Signature

Date

Please ensure you read the notes carefully before completing this Form of Proxy.

Barcode

Shareholder Reference Number

Printed copies of any shareholder communications may be requested from registrars, Equiniti, on + 44 (0) 371 384 2030. If you wish to attend the AGM in person, please bring this card with you.

your shareholding online please visit the website of our registrars, Equiniti, shareview.co.uk and click to register at the top of the page.

our

at www.

Noticeof availability TheAnnual Report and Accounts 2023 and the Notice of Annual General Meeting 2024 areavailable to be viewed and downloaded on the Company's website: .wwwphpgroup.co.uk. If you wish to receive electronic communications and manage

PRIMARYHEALTH PROPERTIES PLC

Notes

  1. To be entitled to attend and vote at the Annual General Meeting ("AGM"), members must be registered in the register of members of the Company as at 6.30 p.m. (UK time)/8.30 p.m. (South Africa time) on Monday, 22 April 2024 (or, if the AGM is adjourned, by 6.30 p.m. (UK time)/8.30 p.m. (South Africa time) on the date that is 48 hours prior to the adjourned AGM, excluding any part of a day which is not a working day). Changes to entries on the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the AGM or adjourned AGM.
  2. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to exercise all or any of his/her rights to attend, speak and vote on his/her behalf. A proxy need not be a member of the Company but must attend the AGM in person to represent the member. The completion of a Form of Proxy will not preclude a shareholder from attending (in person or remotely) and voting in person.
  3. You can appoint the Chairman of the meeting or anyone else to be your proxy at the AGM. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different shares held by you.
    • To appoint more than one proxy, you should photocopy the Form of Proxy. Please indicate the number of shares in relation to which you authorise them to act as your proxy. Please also indicate by marking the box on the Form of Proxy if the proxy instruction is one of multiple instructions being given.
    • Where a Form of Proxy does not state the number of shares to which it applies, the proxy is deemed to have been appointed in relation to the total number of shares registered in the name of the appointing member.
    • Where a Form of Proxy does not state the number of shares to which it applies but is one of multiple instructions or where the aggregate number of shares exceeds a member's entire holding, then the total number of shares registered in the name of the appointing member will be apportioned pro rata.
  4. The Form of Proxy gives your proxy or proxies full rights to attend, speak and vote. If you wish to restrict the rights of your proxies, please cross out either or both of the words "speak" or "vote" as you feel appropriate.
  5. In the case of a corporation or government body, this Form of Proxy must be signed by a person who is authorised following a resolution of the board or other governing body, or by authority which is given under seal or signed by an officer duly authorised by the corporation or government body.
    In accordance with the Companies Act 2006 (as amended by the Companies (Shareholders' Rights) Regulations 2009), each such representative may exercise (on behalf of the corporation or government body) the same powers as the corporation or government body could exercise if it were an individual member of the Company. It is no longer necessary to nominate a designated corporate representative.
  6. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated and the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the shares.
  1. To be valid, the Form of Proxy, together with any power of attorney or other authority under which it is signed, must be lodged with the Company's registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing BN99 6DA by no later than 10.30 a.m. (UK time)/12.30 p.m. (South Africa time) on Monday 22 April 2024 or, if the AGM is adjourned, not later than 48 hours before the time fixed for the adjourned meeting (excluding any part of any day that is not a working day).
  2. If you do not wish the Form of Proxy to be seen by anyone, except the Company and the Company's registrar, you should post it in an envelope to the address shown on the Form of Proxy. No stamp is required for UK registered members.
  3. Any person to whom this document is sent who is a person nominated under Section 146 of the Companies Act 2006
    to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting.
    If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
  4. The statement of the rights of shareholders in relation to the appointment of proxies in Notes 2 to 7 and Notes 11 to 13 does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of
    the Company.
  5. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent, Equiniti Limited, ID RA19, no later than 10.30 a.m. (UK time)/12.30 p.m. (South Africa time) on 22 April 2024 or, if the AGM is adjourned, not later than 48 hours before the time fixed for the adjourned meeting (excluding any part of any day that is not a working day). Please see the notes to the Notice of Meeting for further information on proxy appointments through the CREST facility.
  6. To register the appointment of a proxy electronically, log on to www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number printed on your proxy card and follow the instructions provided. Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, can vote by logging on to their portfolio at www.shareview.co.uk. The proxy appointment must be registered online by 10.30 a.m. (UK time)/12.30 p.m. (South Africa time) on 22 April 2024.
  7. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process that has been agreed between the Company and Equiniti. For further information regarding Proxymity go to www.proxymity.io. Your proxy must be lodged no later than 10.30 a.m. (UK time)/12.30 p.m. (South Africa time) on Monday 22 April 2024 or, if the AGM is adjourned, not later than
    48 hours before the time fixed for the adjourned meeting (excluding any part of any day that is not a working day) to be considered valid. Before you can activate a proxy via this process you need to have agreed to Proxymity's terms and conditions. It is important you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Business Reply Plus Licence Number RTAK-EULR-BRYC

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BN99 8DN

LANCING

Spencer Road

Aspect House

Equiniti

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Primary Health Properties plc published this content on 13 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2024 09:47:05 UTC.