Assura PLC

AGM Information • Jun 26, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE YOU SHOULD CONSULT AN INDEPENDENT FINANCIAL ADVISER WHO, IF YOU ARE TAKING ADVICE IN THE UNITED KINGDOM, IS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 OR, IF YOU ARE NOT IN THE UNITED KINGDOM, ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT ADVISER.

IF YOU HAVE RECENTLY SOLD OR TRANSFERRED ALL OF YOUR SHARES IN ASSURA PLC THEN THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS SHOULD BE PASSED TO THE PERSON THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.

Assura plc

(incorporated in England and Wales under the Companies Act 2006 with registered number 9349441)

Directors:

Simon Laffin (Non-executive Chairman) Registered office: Graham Roberts (Chief Executive Officer) The Brew House Jonathan Murphy (Finance Director) Greenalls Avenue Jenefer Greenwood (Non-executive Director) Warrington David Richardson (Non-executive Director) Cheshire

WA4 6HL

Dear Shareholder

2015 Annual General Meeting

I am pleased to be writing to you with details of our 2015 Annual General Meeting ("AGM") to be held at the offices of Addleshaw Goddard LLP at Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 21 July 2015 at 11.00 am. The notice convening the AGM is set out on pages 3 to 5 and contains the resolutions dealing with the business of the AGM. The Explanatory Notes for all business of the AGM are set out on pages 6 to 8.

Voting on all resolutions to be proposed at the AGM will be by way of a poll as permitted by the Company's articles of association. All resolutions apart from resolutions 12 to 15 are proposed as ordinary resolutions. An ordinary resolution will be passed on a poll if it is passed by shareholders representing a simple majority of the total voting rights of shareholders who (being entitled to do so) vote at the AGM. Resolutions 12 to 15 are proposed as special resolutions. A special resolution will be passed on a poll if it is passed by a majority of shareholders representing not less than 75% of the total voting rights of shareholders who (being entitled to do so) vote at the AGM.

Scrip Dividend Scheme

This year, the board is seeking authority to introduce a scrip dividend scheme ("Scrip Dividend Scheme"). If resolution 10 is passed the Directors will be authorised, at their discretion in respect of each future dividend declared by the Company, to provide shareholders with the option to receive new fully paid ordinary shares in place of their cash dividend.

Scrip dividends are attractive to many shareholders because they enable shareholders to increase their holding in the Company without incurring dealing costs or stamp duty. The Company also derives an advantage through the retention of cash, thereby reducing interest costs.

If resolution 10 is passed, the Directors will retain discretion to determine whether to offer a scrip dividend alternative in respect of each future dividend. The Directors will also retain discretion to withdraw the offer of a scrip dividend alternative in certain circumstances, in particular if a minimum take-up threshold is not reached. A summary of the proposed Scrip Dividend Scheme is set out in the Appendix to this document. Prior to introducing this scheme, shareholders will be sent full details of the scheme's terms and conditions and instructions on how to participate.

It is not the board's intention to offer the scrip dividend alternative for the quarterly dividend to be paid on or about 22 July 2015.

Action to be taken

Shareholders will find enclosed with this document a Form of Proxy for use in connection with the AGM. Shareholders, whether or not they propose to attend the AGM in person, are requested to complete, sign and return the enclosed Form of Proxy, in accordance with the instructions printed thereon, so as to be received by the Company's registrars, Capita Asset Services, PXS1 34 Beckenham Road, Beckenham, Kent BR3 4ZF as soon as possible and, in any event, no later than 11.00 am on 17 July 2015. Completion and return of the Form of Proxy will not preclude shareholders from attending and voting at the AGM in person if they wish to do so (and are so entitled).

Recommendation

The Directors recommend all shareholders to vote in favour of all the resolutions – as the Directors intend to do in respect of their own shares (other than in respect of the resolutions relating to their own appointments as Directors) – and consider that they are in the best interests of the Company and the shareholders as a whole.

Yours faithfully,

Simon Laffin Chairman

Notice of 2015 Annual General Meeting

Notice is given that the 2015 Annual General Meeting of the shareholders of Assura plc (the "Company") will be held at the offices of Addleshaw Goddard LLP at Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 21 July 2015 at 11.00 am to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 10 below will be proposed as ordinary resolutions and resolutions 12 to 15 will be proposed as special resolutions.

• 1. To receive the Company's audited accounts and the reports of the Directors and the auditor for the financial year ended 31 March 2015.
• 1. To approve the Directors' Remuneration Report (other than the Directors' Remuneration Policy) for the year ended 31 March 2015.
• 1. To re-appoint Deloitte LLP as the Company's auditors.
• 1. To authorise the Directors to determine the auditors' remuneration.
• 1. To appoint Simon Laffin as a Director of the Company.
• 1. To appoint Graham Roberts as a Director of the Company.
• 1. To appoint Jonathan Murphy as a Director of the Company.
• 1. To appoint Jenefer Greenwood as a Director of the Company.
• 1. To appoint David Richardson as a Director of the Company.
• 1. That the Directors be generally and unconditionally authorised:
• (a) to exercise the power contained in article 70 of the Company's Articles of Association (as from time to time varied) so that, to the extent and on such terms and conditions as may be determined by the Directors, the holders of ordinary shares be permitted to elect to receive new ordinary shares credited as fully paid instead of cash in respect of all or part of any dividend (including any interim dividend) declared up to the earlier of the conclusion of the annual general meeting of the Company to be held in 2018 or 30 September 2018; and
• (b) to implement the Company's Scrip Dividend Scheme on such terms and conditions as the Directors may from time to time determine and to take such other actions as the Directors may deem necessary or desirable from time to time in respect of the Company's Scrip Dividend Scheme.
• 1. That the Directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares ("Allotment Rights"), but so that:
• (a) the maximum amount of shares that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £67,126,676, of which one-half may be allotted or made the subject of Allotment Rights in any circumstances and the other half may be allotted or made the subject of Allotment Rights pursuant to any rights issue (as referred to in the Financial Conduct Authority's listing rules) or pursuant to any arrangements made for the placing or underwriting or other allocation of any shares or other securities included in, but not taken up under, such rights issue;
• (b) this authority shall expire on 30 September 2016 or, if earlier, on the conclusion of the Company's next annual general meeting;
• (c) the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry; and

• (d) all authorities vested in the Directors on the date of the notice of this meeting to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this meeting are revoked.

• 1. That the Directors are empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities, as defined in section 560 of that Act, pursuant to the authority conferred on them by resolution 11 in the notice of this meeting or by way of a sale of treasury shares as if section 561 of that Act did not apply to any such allotment, provided that this power is limited to:
• (a) the allotment of equity securities in connection with any rights issue or open offer (each as defined in the Listing Rules published by the Financial Conduct Authority) or any other pre-emptive offer that is open for acceptance for a period determined by the Directors to the holders of ordinary shares on the register on any fixed record date in proportion to their holdings of ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject in each case to such exclusions or other arrangements as the Directors may deem necessary or appropriate in relation to fractions of such securities, the use of more than one currency for making payments in respect of such offer, treasury shares, any legal or practical problems in relation to any territory or the requirements of any regulatory body or any stock exchange; and
• (b) the allotment of equity securities (other than pursuant to paragraph 12(a) above) with an aggregate nominal value of £5,034,500,

and shall expire when the authority conferred on the Directors by resolution 11 in the notice of this meeting expires save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry.

• 1. That, in addition to the power contained in resolution 12, the Directors be and are hereby empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash, pursuant to the authority conferred on them by resolution 11 or by way of sale of treasury shares as if section 561 of that Act did not apply to any such allotment, provided that this power is limited to the allotment of equity securities up to an aggregate nominal value of £5,034,500 and shall expire on the revocation or expiry (unless renewed) of the authority granted under resolution 11, save that this power shall permit the Company to make allotments of equity securities in respect of offers and agreements made before such expiry which would or might require equity securities to be allotted after such expiry.
• 1. That the Company is generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 to make market purchases (as defined in section 693 of that Act) of ordinary shares of 10 pence each in its capital, provided that:
• (a) the maximum aggregate number of such ordinary shares that may be acquired under this authority is 100,690,000;
• (b) the minimum price (exclusive of expenses) which may be paid for such a share is its nominal value;
• (c) the maximum price (exclusive of expenses) which may be paid for such a share is the maximum price permitted under the Listing Rules published by the Financial Conduct Authority or, in the case of a tender offer (as referred to in those rules), 5% above the average of the middle market quotations for an ordinary share (as derived from the London Stock Exchange's Daily Official List) for the five business days immediately preceding the date on which the terms of the tender offer are announced;
• (d) this authority shall expire on 30 September 2016 or, if earlier, on the conclusion of the Company's next annual general meeting; and
• (e) before such expiry the Company may enter into a contract to purchase ordinary shares that would or might require a purchase to be completed after such expiry.
• 1. That any general meeting of the Company that is not an annual general meeting may be called by not less than 14 clear days' notice.

The Brew House Orla Ball Cheshire WA4 6HL

Registered office: By order of the board

Greenalls Avenue Company Secretary Warrington 12 June 2015

NOTES:

• 1. A member who is entitled to attend and vote at the meeting is entitled to appoint another person, or two or more persons in respect of different shares held by him, as his proxy to exercise all or any of his rights to attend and to speak and vote at the meeting.
• 1. The right of a member of the Company to vote at the meeting will be determined by reference to the register of members. A member must be registered on that register as the holder of ordinary shares by 6.00 pm on 17 July 2015 in order to be entitled to attend and vote at the meeting as a member in respect of those shares.
• 1. A member wishing to attend and vote at the meeting in person should arrive prior to the time fixed for its commencement. A member that is a corporation can only attend and vote at the meeting in person through one or more representatives appointed in accordance with section 323 of the Companies Act 2006. Any such representative should bring to the meeting written evidence of his appointment, such as a certified copy of a board resolution of, or a letter from, the corporation concerned confirming the appointment. Any member wishing to vote at the meeting without attending in person or (in the case of a corporation) through its duly appointed representative must appoint a proxy to do so. Forms for the appointment of a proxy that can be used for this purpose have been provided to members with this notice of meeting. To be valid, a proxy appointment form must be completed in accordance with the instructions that accompany it and then delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to Capita Asset Services at 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to be received by 11.00 am on 17 July 2015. Alternatively, you may submit your Form of Proxy electronically using the Shareportal Service at: www.capitashareportal.com where full details of the procedure are given. This website is operated by the Company's registrars.

To be a valid proxy appointment, the member's electronic message confirming the details of the appointment completed in accordance with those instructions must be transmitted so as to be received by the same time. Members who hold their shares in uncertificated form may also use "the CREST voting service" to appoint a proxy electronically, as explained below. Appointing a proxy will not prevent a member from attending and voting in person at the meeting should he so wish.

• 1. Any person to whom this notice is sent who is currently nominated by a member of the Company to enjoy information rights under section 146 of the Companies Act 2006 ("nominated person") may have a right under an agreement between him and that member to be appointed, or to have someone else appointed, as a proxy for the meeting. If a nominated person has no such right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member concerned as to the exercise of voting rights. The statement in note 1 above of the rights of a member in relation to the appointment of proxies does not apply to a nominated person. Such rights can only be exercised by the member concerned.
• 1. As at 6.00 pm on 12 June 2015 (the latest practicable date prior to the printing of this document) (i) the Company's issued share capital consisted of 1,006,900,141 ordinary shares, carrying one vote each, and (ii) the total voting rights in the Company were 1,006,900,141.
• 1. Each member attending the meeting has the right to ask questions relating to the business being dealt with at the meeting which, in accordance with section 319A of the Companies Act 2006 and subject to some exceptions, the Company must cause to be answered. Information relating to the meeting which the Company is required by the Companies Act 2006 to publish on a website in advance of the meeting may be viewed at www.assuraplc.com. A member may not use any electronic address provided by the Company in this document or with any proxy appointment form or in any website for communicating with the Company for any purpose in relation to the meeting other than as expressly stated in it.
• 1. It is possible that, pursuant to members' requests made in accordance with section 527 of the Companies Act 2006, the Company will be required to publish on a website a statement in accordance with section 528 of that Act setting out any matter that the members concerned propose to raise at the meeting relating to the audit of the Company's latest audited accounts. The Company cannot require the members concerned to pay its expenses in complying with those sections. The Company must forward any such statement to its auditors by the time it makes the statement available on the website. The business which may be dealt with at the meeting includes any such statement.
• 1. CREST members who wish to appoint one or more proxies through the CREST system may do so by using the procedures described in "the CREST voting service" section of the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed one or more voting service providers, should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or a proxy instruction made using the CREST voting service to be valid, the appropriate CREST message ("CREST proxy appointment instruction") must be properly authenticated in accordance with the specifications of CREST's operator, Euroclear UK & Ireland Limited (Euroclear), and must contain all the relevant information required by the CREST Manual. To be valid, the message (regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy) must be transmitted so as to be received by Capita Asset Services (ID RA10), as the Company's "issuer's agent", by 11.00 am on 17 July 2015. After this time any change of instruction to a proxy appointed through the CREST system should be communicated to the appointee through other means. The time of the message's receipt will be taken to be when (as determined by the timestamp applied by the CREST Applications Host) the issuer's agent is first able to retrieve it by enquiry through the CREST system in the prescribed manner. Euroclear does not make available special procedures in the CREST system for transmitting any particular message. Normal system timings and limitations apply in relation to the input of CREST proxy appointment instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or a CREST sponsored member or has appointed any voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. CREST members and, where applicable, their CREST sponsors or voting service providers should take into account the provisions of the CREST Manual concerning timings as well as its section on "Practical limitations of the system". In certain circumstances the Company may, in accordance with the Uncertificated Securities Regulations 2001 or the CREST Manual, treat a CREST proxy appointment instruction as invalid.

Explanatory Notes to the Notice of Annual General Meeting

The notes on the following pages give an explanation of the proposed resolutions:

Resolution 1: Annual Report and Accounts

The Companies Act 2006 requires the Directors of a public company to lay before the Company in general meeting copies of the Directors' Reports, the independent auditor's report and the audited accounts of the Company in respect of each financial year. In accordance with the UK Corporate Governance Code, the Company proposes, as an ordinary resolution, a resolution on its Report and Accounts for the financial year ended 31 March 2015.

Resolution 2: Approval of the Directors' Remuneration Report

The Company will propose at the AGM an ordinary resolution to seek shareholder approval of the Directors' Remuneration Report for the financial year ended 31 March 2015. The Directors' Remuneration Report for the financial year ended 31 March 2015 is set out in full on pages 57 to 72 of the Company's Annual Report and Accounts,. The Companies Act 2006 requires the Directors' remuneration policy to be put to shareholders for approval annually unless the approved policy remains unchanged, in which case it need only be put to shareholders for approval at least every three years. The Company is not proposing any changes to the Directors' remuneration policy approved on 22 July 2014.

Your Directors are satisfied that the Company's practice in relation to Directors' remuneration is reasonable and that they deserve the support of the shareholders.

The vote on resolution 2 is advisory in nature and the Directors' entitlement to remuneration is not conditional on it being passed.

Resolutions 3 and 4: Auditor re-appointment and remuneration

At each meeting at which the Annual Report and Accounts are laid, the Company is required to appoint an auditor to serve until the next such meeting. Deloitte LLP have indicated that they are willing to continue as the Company's auditor. The Directors recommend their re-appointment. Resolution 3 is a resolution to re-appoint them. Resolution 4 is a resolution giving the Directors the discretion to determine the auditor's remuneration.

Resolutions 5 to 9: Appointment of Directors

In accordance with the recommendations of the UK Corporate Governance Code and as permitted by the Company's Articles of Association, each of the Company's Directors will retire from office at the 2015 Annual General Meeting and will seek appointment by shareholders.

The Chairman confirms that, following a performance evaluation, each Director continues to be effective, demonstrating significant commitment to their role and, accordingly, the board unanimously recommends that each Director be appointed.

Brief biographical details of each of the Directors can be found on pages 49 to 51 of the Annual Report and Accounts.

Resolution 10: Authority to introduce a Scrip Dividend Scheme

The introduction of a Scrip Dividend Scheme ("Scheme") will allow the Directors to provide ordinary shareholders with the option to receive new fully paid ordinary shares in place of their cash dividend. Shareholders who use the Scheme will be able to increase their shareholding in the Company without incurring dealing costs or stamp duty. The Scheme will also allow the Company greater flexibility in managing its capital resources by retaining cash within the business.

The Directors will retain discretion to decide whether to offer a scrip dividend alternative in respect of each future dividend. The Directors will also retain the discretion to withdraw the offer of a scrip dividend alternative (i) in the event that the Company would be required to issue fewer than 25,000 ordinary shares in aggregate to shareholders who have elected for the scrip dividend alternative or (ii) if they feel it is in the best interests of shareholders to do so.

Further details of the Scheme are included in the Appendix to this document. Prior to introducing the Scheme, shareholders will be sent full details of the Scheme's terms and conditions and instructions on how to participate. In line with investor protection guidelines, and as permitted by the Company's Articles of Association, the authority contained in this resolution is sought for 3 years. Unless circumstances change, the Company intends to seek an extension of this authority before it expires.

Resolution 11: Authority to allot shares

The Directors are currently authorised to allot ordinary shares and to grant rights to subscribe for or convert any securities into ordinary shares in the Company, but their authorisation ends on the date of the 2015 Annual General Meeting.

This resolution seeks to renew the Directors' authority to allot ordinary shares and grant rights. In accordance with The Investment Association's "Share Capital Management Guidelines", the authority sought will allow the Directors to allot new shares and to grant rights to subscribe for or convert any security into shares up to an aggregate nominal amount that is equal to two-thirds of the Company's total issued ordinary share capital, provided that any amount in excess of one-third of the Company's issued ordinary share capital is applied to fully pre-emptive rights issues only.

Accordingly, if this resolution is passed by shareholders, the Directors will be authorised until the earlier of 30 September 2016 and the Company's next AGM to allot shares and grant rights up to an aggregate nominal value of £33,563,338 in any circumstances, and up to a further amount of £33,563,338 in the case of a rights issue only. In each case, £33,563,338 represented approximately 33% of the Company's issued ordinary share capital as at 12 June 2015. As at the same date, the Company did not hold any shares in treasury.

The Directors have no present intention of exercising this authority. The purpose of giving the Directors this authority is to maintain the Company's flexibility to take advantage of any appropriate opportunities that may arise.

Resolutions 12 and 13: Disapplication of pre-emption rights

If approved, resolution 12 would enable the board to allot equity securities for cash without first offering them to existing shareholders on a pro-rata basis.

In previous years, such power has given the board the ability to allot ordinary shares for cash non-pre-emptively in any circumstances. The limitation of the disapplication power to a maximum of 5% of the Company's issued ordinary share capital accorded with best practice as set out in The Pre-Emption Group's Statement of Principles on the disapplication of pre-emption rights (July 2008).

In March 2015, The Pre-Emption Group published a revision of its Statement of Principles. In addition to restating the existing 5% disapplication threshold, the 2015 Statement of Principles introduced greater flexibility for companies to undertake non pre-emptive issues for cash in connection with acquisitions and specified capital investments. This relaxation is intended to allow companies the opportunity to finance expansion opportunities as and when they arise. Accordingly, the 2015 Statement of Principles provides that a company may now seek power to issue on a non-preemptive basis for cash shares representing (i) no more than 5% of the company's issued ordinary share capital in any one year and (ii) no more than an additional 5% of the company's issued ordinary share capital provided that such additional power is only used in connection with an acquisition or specified capital investment.

The 2015 Statement of Principles defines a 'specified capital investment' as 'one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the listed company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return'. Items that are regarded as operating expenditure rather than capital expenditure will not typically be regarded as falling within the term 'specified capital investment'.

Accordingly, this year the board is seeking two separate powers to disapply pre-emption rights.

Resolution 12 is proposed as a special resolution. If this resolution is passed by shareholders, it will permit the board to allot ordinary shares on a non-pre-emptive basis and for cash (otherwise than in connection with a rights issue or similar pre-emptive issue) up to a maximum nominal value of £5,034,500 (being 50,345,000 ordinary shares which represents approximately 5% of the issued share capital as at 12 June 2015, being the latest practicable date prior to publication of this document). This resolution will permit the board to allot any such shares for cash in any circumstances (whether or not in connection with an acquisition or specified capital investment).

Resolution 13 is proposed as a separate special resolution. If this resolution is passed by shareholders, it will afford the board an additional power to allot ordinary shares on a non-pre-emptive basis and for cash up to a further maximum nominal value of £5,034,500 (being 50,345,000 ordinary shares which represents approximately 5% of the issued share capital as at 12 June 2015, being the latest practicable date prior to publication of this document).

The board confirms that it intends to use any power conferred by resolution 13 only in connection with an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue.

The board also confirms its intention to follow the provisions of the 2015 Statement of Principles regarding cumulative usage of authorities within a rolling three year period. Those Principles provide that a company should not issue shares for cash (other than to satisfy share scheme requirements) representing more than 7.5% of the company's issued share capital in any rolling three year period, other than to existing shareholders, without prior consultation with shareholders. This limit excludes any ordinary shares issued pursuant to a general disapplication of pre-emption rights in connection with an acquisition or specified capital investment.

Resolution 14: Authority to purchase own shares on the market

This resolution seeks authority for the Company to make market purchases of its own ordinary shares and is proposed as a special resolution.

In certain circumstances, it may be advantageous for the Company to purchase its own shares. The Directors will only exercise this authority after considering relevant factors, including if whether to do so would result in an increase in earnings per share and would benefit shareholders generally. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account before deciding upon this course of action.

It is the Company's current intention to satisfy the requirements of its share schemes in a method best suited to the interests of the Company, either by acquiring ordinary shares in the market or, subject to institutional guidelines, issuing new ordinary shares.

This resolution specifies the maximum number of ordinary shares that may be acquired (representing approximately 10% of the Company's issued ordinary share capital as at 12 June 2015) and the maximum and minimum prices at which they may be bought.

Resolution 15: Authority for convening general meetings of the Company on 14 clear days' notice

The Company currently has power under its articles of association to call general meetings (other than annual general meetings) on at least 14 clear days' notice and would like to preserve this ability. Resolution 15, which will be proposed as a special resolution, seeks approval for this. This approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

The Company notes the new notice period provision in the Financial Reporting Council's 2014 version of the UK Corporate Governance Code which recommends at least 14 working days' notice be given for all general meetings (other than annual general meetings). The Company intends to comply with this Code provision in the same way that it currently complies with the 20 working days' notice provision applicable to annual general meetings.

The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

APPENDIX

Scrip Dividend Scheme

IMPORTANT: No action relating to participation in the Scrip Dividend Scheme needs to be taken at this time. The purpose of this summary is to provide shareholders with information so that they may consider how they wish to vote in respect of resolution 10.

1 What is the Assura plc Scrip Dividend Scheme?

The Assura plc Scrip Dividend Scheme ("Scheme") provides shareholders with an opportunity to receive, if they wish, new fully paid ordinary shares ("New Shares") in the Company instead of a cash dividend.

2 What are shareholders being asked to do?

The board is recommending to shareholders that they authorise the introduction of the Scheme in respect of all or part of any future dividend (including any interim dividend).

If approved, this authority will expire in three years or by 30 September 2018. Unless circumstances change, the Directors expect to seek an extension to this authority before it expires.

3 Why receive shares rather than cash?

The Scheme will allow those shareholders who wish to participate the opportunity to increase their shareholding without incurring dealing costs and stamp duty. This is often an attractive option for shareholders who might otherwise receive a cash dividend of relatively small economic value.

The Scheme will also give the Company greater flexibility in managing its capital resources as it will be able to retain in the business the cash which would otherwise have been paid to participating shareholders who have elected to receive shares.

4 Who can participate in the Scheme?

The Scheme will be made available to all shareholders entered on the register, including CREST members and those holders of shares in the Company, subject to certain restrictions for shareholders resident outside the UK as set out below. The right to elect to join the Scheme will not be transferable. Shareholders whose shares are held indirectly, such as through a nominee account, should contact the registered shareholder at the time the Scheme is launched to determine if they can participate in the Scheme.

5 Can shareholders outside the United Kingdom join the Scheme?

The ability of shareholders who have registered addresses outside of the United Kingdom, or who are resident or located in, or citizens of, countries other than the United Kingdom to participate in the Scheme may be affected by the laws of the relevant jurisdiction. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any applicable legal requirements or other formalities to enable them to participate in the Scheme and must satisfy themselves as to the full observance of the applicable laws of any relevant territory.

6 How can shareholders join or leave the Scheme?

When the Scheme is launched the Company will send to shareholders instructions on how to elect to participate. This will include forms of election and full terms and conditions, which will also explain how shareholders can leave the Scheme. The full terms and conditions will also be made available in the 'Investor Relations' section online at www.assuraplc.com

7 What will be the deadline for joining the Scheme?

When the Scheme is launched the Company will set out the full timetable for participation. This will include the latest date and time (the "election date") that shareholders may elect to receive New Shares instead of cash for any dividend in respect of which the Directors have elected the Scheme shall apply.

In order to be eligible to receive New Shares in respect of a particular dividend under the Scheme, shareholders' elections to participate must be received by the registrar to the Company (or, where applicable, input through CREST) no later than 4.30pm (London time) on the election date.

The election date will not be more than 15 working days before the payment date for that dividend. Elections to participate in the Scheme which are received after the election date deadline for any dividend will only apply to any future dividends in respect of which the Directors have elected the Scheme shall apply. In that scenario the shareholder would receive a cash dividend in respect of the immediate dividend.

8 What will be the deadline for leaving the Scheme?

Shareholders may opt out of the Scheme at any time following its introduction. For each dividend where the Scheme is to apply, the Company will set out a timetable for participation. This will include the latest date and time that shareholders may elect to opt out of the Scheme and hence receive cash instead of New Shares. To opt out of the Scheme in respect of a particular dividend, notice of the withdrawal must be received by the registrar (or, where applicable, input through CREST) no later than 4.30 pm (London time) on the election date for that dividend. The date for electing to opt out of the Scheme will not be more than 15 working days before the payment date for that dividend. Elections to opt out of the Scheme that are received after the election date deadline for any dividend will only apply to any future dividends in respect of which the Directors have elected the Scheme shall apply. Shareholders would receive New Shares in respect of the immediate dividend.

9 Where will shareholders find details of the Scheme?

Eligible shareholders will be invited to join the Scheme when it is launched and the invitation will contain all necessary information. Following the launch of the Scheme, this and all future information including the dividend record date, exdividend date, scrip reference share price, election date and any further information announced will be made available in the 'Investor Relations' section online at www.assuraplc.com

10 How many New Shares will shareholders receive under the Scheme?

The number of New Shares that shareholders will acquire for each dividend in respect of which the Directors have elected the Scheme shall apply will depend on the amount of the cash dividend to which they are entitled and the scrip reference share price. Only whole shares may be issued and the number of shares that can be acquired will be rounded down to the nearest whole number of New Shares. Once the calculation has been made and shares allocated, any cash left over that is insufficient to acquire one New Share will be held as a residual cash balance (residual cash). Residual cash will be paid to the relevant shareholders by cheque as soon as reasonably practicable. Where the residual cash balance due to a shareholder is less than £5.00, or such other sum as the board may decide, the Company may distribute it to an organisation that is registered as a charity in the United Kingdom or in any part of it.

New Shares will be acquired according to the cash available and using the scrip reference share price to determine the value per share allocated. This will be the average of the middle market quotations for ordinary shares on the Daily Official List of the London Stock Exchange on the five consecutive dealing days beginning on, and including, the date on which the ordinary shares are first quoted ex-dividend.

The maximum number of New Shares to be received for each dividend will be calculated as per the worked examples on pages 11 and 12.

11 What will happen to any residual cash?

Any residual cash remaining after the issue of New Shares, or which was insufficient to acquire a whole share, will be paid to the relevant shareholder by cheque as soon as reasonably practicable. No interest will accrue. Where the residual cash balance due to a shareholder is less than £5.00, or such other sum as the board may decide, the Company may distribute it to an organisation that is registered as a charity in the United Kingdom or in any part of it.

Further details of the treatment of residual cash balances will be provided in the terms and conditions, which will be sent to shareholders and made available in the 'Investor Relations' section online at www.assuraplc.com

12 How will shareholders be notified of how many New Shares they have received?

Once the New Shares have been issued, a scrip dividend statement will be sent to the shareholder along with a new share certificate or, if shares are held in CREST, an account statement. The scrip dividend statement will show the number of New Shares issued, the scrip reference share price and the total cash equivalent of the New Shares for tax purposes.

If the cash dividend entitlement is insufficient to acquire at least one New Share, the statement will explain that no New Shares have been issued and the dividend will be paid to the relevant shareholder in cash. CREST members will have their accounts credited directly with New Shares on the dividend payment date or as soon as practicable thereafter and will receive a scrip dividend statement as described above.

13 Will New Shares issued under the Scheme be included in the next scrip dividend (if any)?

Yes. All New Shares issued under the Scheme will automatically increase the shareholding on which the next entitlement to a scrip dividend (if any) will be calculated.

14 What happens if a shareholder buys or sells shares?

The entitlement will be calculated based on the number of shares registered in the shareholder's name at the record date for the relevant dividend. A shareholder's election will be deemed to be cancelled in relation to any shares that are sold or transferred to another person, but only with effect from the registration of the relevant transfer.

15 Are there other circumstances in which an election will be deemed cancelled?

Yes. A shareholder's election to participate will be deemed to be cancelled on receipt by Capita of proper notice of the shareholder's death, bankruptcy or mental incapacity or, in the case of a corporate shareholder, of such body being placed in liquidation. However, where the shares are held jointly with others, participation in the Scheme will continue for that shareholding.

16 Can shareholders participate in the Scheme in respect of part of their holdings?

Subject to the Directors exercising their discretion, as described in this paragraph, an election will only be accepted in relation to the whole of a shareholding. The Directors may, at their discretion, allow shareholders to elect in respect of part of their shareholding where they are acting on behalf of more than one beneficial holder. Shareholders acting on behalf of more than one beneficial holder should contact the registrar.

17 What happens if a shareholder has more than one holding?

If shares are registered in more than one holding, each holding will require a separate election.

18 Can the Company change or cancel the Scheme?

Yes. The operation of the Scheme is subject to the Directors' decision to offer the Scheme in respect of any particular dividend. The Directors may also, after such an offer is made, withdraw the offer generally at any time prior to the issue of New Shares under the Scheme. The Directors will also retain the discretion to withdraw the offer of a scrip dividend alternative (i) in the event that the Company would be required to issue fewer than 25,000 ordinary shares in aggregate to shareholders who have elected for the scrip dividend alternative or (ii) if they feel it is in the best interests of shareholders to do so.

The Scheme may be modified, suspended or terminated at any time at the discretion of the Directors without notice to shareholders individually.

19 What are the tax consequences of taking part in the Scheme?

The precise tax consequences of electing to receive New Shares instead of a cash dividend will depend on shareholders' individual circumstances. A summary of the tax treatment, based on UK legislation and HM Revenue & Customs practice in place at the date that the Scheme is introduced, will be provided in the full terms and conditions to be sent to shareholders when the Scheme is launched and will be made available in the 'Investor Relations' section online at www.assuraplc.com

Illustrative examples of New Share entitlements under the Scheme

The scrip reference share price used in the examples below is indicative and for illustrative purposes only. The scrip reference share price will be calculated according to the Scheme terms and conditions.

(A) Example calculation where withholding tax does not apply (Non-PIDs, or shareholder qualifies for gross payment of PIDs)

Assume a dividend with a cash value of 0.5p per ordinary share, a shareholding of 10,000 ordinary shares and a scrip calculation price of 58p

• Aggregate value of cash dividend: 10,000 x 0.5p = £50.00
• Number of new ordinary shares under the scrip dividend alternative: £50.00 ÷ 58p = 86.2, rounded down to 86 new ordinary shares
• Value of new ordinary shares at the scrip calculation price: 86 x 58p = £49.88

Deducting this from the aggregate value of the cash dividend (£50.00) leaves a cash balance of 12p which will be paid out to shareholders in cash as a PID or a non-PID as soon as reasonably practicable.

The shareholder referred to in the above calculation would now have a shareholding of 10,086 ordinary shares. Fractions of new ordinary shares arising from the calculation above will also be paid out by cheque as soon as reasonably practicable. Where the residual cash balance due to a shareholder is less than £5.00, or such other sum as the board may decide, the Company may distribute it to an organisation that is registered as a charity in the United Kingdom or in any part of it.

(B) How the calculation is modified if the scrip dividend alternative is a PID and withholding tax applies

1) Withholding tax mechanics

Subject to certain exceptions, the Company is required to withhold tax at source (at the current rate of 20%) from its PIDs, whether paid in cash or in the form of new ordinary shares pursuant to a scrip dividend alternative. The Company will satisfy its obligation to withhold tax at source on PIDs that are paid in the form of new ordinary shares by not issuing an appropriate number of new ordinary shares to which a shareholder would otherwise be entitled.

2) Number of new ordinary shares received

Where withholding tax applies, the formula used in calculating a shareholder's entitlement to new ordinary shares in respect of future scrip dividend alternatives that are PIDs is therefore modified so that the number of new ordinary shares issued is calculated by reference to 80% of the aggregate value of cash dividend foregone (instead of the whole amount). If the withholding tax rate changes from 20%, the 80% figure will be adjusted accordingly.

Worked example

Assume a dividend with a cash value of 0.5p per ordinary share, a shareholding of 10,000 ordinary shares, and a scrip calculation price of 58p:

• Aggregate value of cash dividend: 10,000 x 0.5p = £50.00
• Cash dividend foregone = £50.00 (before withholding tax)
• Number of new ordinary shares issued to shareholder: (£50.00 x 80%) ÷ 58p = 68.9, rounded down to 68 new ordinary shares (valued at £39.44, based on the scrip calculation price)

Fractions of new ordinary shares arising from calculation above (here, representing the 0.9 fraction) will be paid out to shareholders by cheque as a PID as soon as reasonably practicable. Where the residual cash balance due to a shareholder is less than £5.00, or such other sum as the board may decide, the Company may distribute it to an organisation that is registered as a charity in the United Kingdom or in any part of it.

The shareholder referred to in the above calculation would now have a shareholding of 10,068 ordinary shares.

3) Fluctuation in market value of ordinary shares and amount of withholding tax

The market value of the new ordinary shares at the time of issue may differ from the scrip calculation price, and accordingly the market value of those additional new ordinary shares that would have been issued to the shareholder absent any withholding tax requirement may not equate to the actual amount of withholding tax that the Company is required to account to HMRC. No additional payment will be made to, or sought from, a shareholder in respect of any such difference.

The terms used in the above example have the following meanings:

"cash balance"	the cash value of any fractions of new ordinary shares which are not issued to shareholders pursuant to a Scrip Dividend Alternative
"record date"	the date on which ordinary shares must be held in order for a shareholder to be eligible to receive a declared dividend
"relevant dividends"	PIDs or Non-PIDs proposed by the Company for which the Scrip Dividend Alternative is offered
"scrip calculation price"	the average of the middle market quotations of an Ordinary Share, derived from the London Stock Exchange Daily Official List, for the five consecutive business days commencing on the Ex-dividend Date
"Scrip Dividend Alternative"	the offer by the Company to shareholders to receive shares instead of a cash dividend in respect of relevant dividends pursuant to the Assura plc Scrip Dividend Scheme