Primary Health Properties PLC

Proxy Solicitation & Information Statement • Mar 15, 2017

PRIMARY HEALTH PROPERTIES PLC

FORM OF PROXY

Voting ID Task ID Shareholders Reference Number:

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 AGM of the Company, hereby appoint the Chairman of the AGM 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 Nabarro LLP, 125 London Wall, London EC2Y 5AL at 10.30 a.m. on Wednesday 26 April 2017 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 'Withheld', your vote has no legal effect and will count neither for nor against the relevant Resolution.

			Vote For Against withheld tionary	Discre
	ORDINARY RESOLUTIONS
1.	To receive the Annual Report for the year ended 31 December 2016
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 Mr A Jones as a director
8.	To re-elect Mr S Owen as a director
9.	To re-elect Mr M Creedy as a director
	10. To re-elect Dr I Rutter as a director
	11. To re-elect Mr H Hyman as a director
	12. To elect Ms G Kennell as a director
	13. To elect Mr N Wiles as a director
	14. To elect Mr R Howell as a director
	15. To authorise the Directors to issue shares
	SPECIAL RESOLUTIONS
	16. To dis-apply pre-emption rights
	17. To grant an additional authority to dis-apply pre-emption rights
	18. To approve the notice period for general meetings
	19. To authorise the Directors to make market purchases
	ORDINARY RESOLUTION
	20. To authorise political donations
	* 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.

ADMISSION CARD PRIMARY HEALTH PROPERTIES PLC

this card with you and present it on arrival. 26 April 2017at 10.30 a.m. If you would like to attend the meeting, please bring offices ofNabarro LLP, 125 London Wall, London EC2Y 5ALon Wednesday The Annual General Meeting of Primary Health Properties PLC will be heldatthe

should also be detached and kept for your reference. Please detach the Admission Card before posting the Form of Proxy. The Notes

ANNUAL GENERAL MEETING DIRECTIONS TO THE VENUE FOR THE

26 April 2017, 10.30 a.m.

Nabarro LLP, 125 London Wall, London EC2Y 5AL

Un de rgr ou nd Sta tio ns	Du rat ion (o n f oo t)	Ma in Lin e S tat ion s	Du rat ion (o n f oo t)
Mo org ate	5 m inu tes	Lo ndo n B ridg e	22 m inu tes
Liv erp oo l S tre et	10 min ute s	Ca nno n S tre et	7 m inu tes
Ba rbi ca n	7 m inu tes	Liv erp oo l Str ee t	10 min ute s
St. Pa ul's	6 m inu tes
Ba nk	9 min ute s

Direct Bus Routes along London Wall: 21, 141, 76, 43, 100. Bus routes to The main entrance to 125 is on the corner of London Wall and Wood Street.

Paul's: 521, 4, 11, 15, 23, 25, 26, 100, 242.

St

Taxi rank and Boris Bikes: Wood Street (turn left out of the main entrance of 125LW)

Notes:

• 1. To be entitled to attend and vote at the Annual General Meeting (the 'AGM'), members must be registered in the register of members of the Company by 6.30 p.m. on 24 April 2017 (or, if the AGM is adjourned, at 6.30 p.m. on the date that is two days prior to the adjourned AGM, excluding any day which is not a working day). Changes to entries on the register of members after 6.30 p.m. on 24 April 2017 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.
• 1. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to exercise all or any of his rights to attend, speak and vote on his behalf. A proxy need not be a member of the Company but must attend the AGM in person to represent the member. A form of proxy is attached. The completion of a form of proxy will not preclude a shareholder from attending and voting in person at the AGM.
• 1. 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.
• 1. 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.
• 1. 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.

• 1. 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 registrars, Equiniti Limited, at the address overleaf by no later than 10.30 a.m. on 24 April 2017.
• 1. If you have appointed a proxy and attend the AGM in person and:
• vote on a show of hands, all proxy votes will be disregarded; and/or
• vote on a poll using your poll card, your vote in person will override the proxy votes.
• 1. If you do not wish the form of proxy to be seen by anyone, except the Company and the Company's registrars, you should post it in an envelope to the address shown on the form of proxy. No stamp is required for UK registered members.
• 1. Any person to whom this notice 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.
• 1. The statement of the rights of Shareholders in relation to the appointment of proxies in paragraphs 2 to 7 does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
• 1. 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 appointment proxy, must be transmitted so as to be received by our agent, Equiniti Limited, ID RA19, no later than 10.30 a.m. on 24 April 2017. Please see the notes to the notice of meeting for further information on proxy appointments through the CREST facility.

Merrill Corporation Ltd, London 17-7104-2