Pre-Annual General Meeting Information • May 3, 2019
Pre-Annual General Meeting Information
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Tuesday 11 June 2019 at 10:30 a.m.
To be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP Cannon Place, 78 Cannon Street, London EC4N 6AF
If you are in any doubt about the contents of this document or about what action you should take, you should seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your Ordinary Shares, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the Ordinary Shares.
Whether or not you propose to attend the Annual General Meeting, please complete and submit a Form of Proxy in accordance with the instructions printed on the enclosed form.
The Form of Proxy must be received by no later than 10:30 a.m. on 7 June 2019.
Primary Health Properties PLC (incorporated and registered in England and Wales under number 03033634)
| Letter from the Chairman | 3 |
|---|---|
| Appendix 1 – Biographies of the Directors seeking election or re-election | 5 |
| Appendix 2 – Explanatory notes | 7 |
| Notice of Annual General Meeting of the Company | 10 |
| Guidance notes for the meeting and on appointment of proxies | 13 |
| Map | 16 |
The following definitions apply throughout this document and the accompanying documents unless the context requires otherwise: "2006 Act" the Companies Act 2006, as amended, consolidated or re-enacted from time to time "Annual General Meeting" or "AGM" the Annual General Meeting of the Company to be convened on 11 June 2019 at 10:30 a.m. pursuant to this notice of Annual General Meeting "Annual Report 2018" the Company's annual report and financial statements for the year ended 31 December 2018 "Articles" the articles of association of the Company "Board" or "Directors" the Directors of the Company as at the date of this document "Company" or "PHP" Primary Health Properties PLC "CREST" the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland is the operator (as defined in the CREST Regulations) "CREST Regulations" the Uncertificated Securities Regulations 2001 "Form of Proxy" the form of proxy accompanying this document for use in connection with the Annual General Meeting "MedicX" MedicX Fund Limited "Merger" the acquisition of the entire issued share capital of MedicX by way of scheme of arrangement approved by the Royal Court of Guernsey on 14 March 2019 "Ordinary Shares" ordinary shares of 12.5 pence each in the capital of the Company "Regulatory Information Service" one of the regulatory information services authorised by the Financial Conduct Authority to receive, process and disseminate regulatory information in respect of listed companies "Resolutions" the resolutions to be proposed to Shareholders at the Annual General Meeting "Scrip Dividend Scheme" the Company's evergreen scrip dividend scheme, details of which can be found on the Company's website at www.phpgroup.co.uk/investors/dividends and should be reviewed with this notice "Shareholders" holders of Ordinary Shares

5th Floor, Greener House, 66-68 Haymarket, London SW1Y 4RF
Registered office: as above
Steven Owen (Chairman) Harry Hyman (Managing Director) Richard Howell (Finance Director) Helen Mahy (Deputy Chairman and Senior Independent Director) Peter Cole (Non-executive Director) Laure Duhot (Non-executive Director) Dr Stephen Kell (Non-executive Director) Ian Krieger (Non-executive Director)
To all Shareholders
3 May 2019
Dear Shareholder,
I am pleased to be inviting you to the Company's AGM, which we are holding at the offices of our legal advisers, CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF on 11 June 2019 at 10:30 a.m. We are holding our AGM later than usual this year as this allows us to engage with Shareholders in the enlarged group following the Merger and to seek the usual authorisations for the Directors to issue new or to buy back existing Ordinary Shares on the basis of the share capital as enlarged following the Merger.
We consider the AGM to be an important opportunity to meet with Shareholders, for you to raise questions and discuss the Company's performance and other important matters with the Board. A map showing the location of the venue and directions can be found on page 16. Tea and coffee will be available from 10:30 a.m. and after the meeting for Shareholders, if you wish to meet with the Directors in a less formal environment.
If you have elected to receive information from the Company in hard copy, you should have received the Annual Report 2018 already. Shareholders who have not elected to receive hard-copy documents can view or download the Annual Report 2018 from our website, www.phpgroup.co.uk/investors.
The formal notice of the AGM is set out on pages 10 to 12 of this document, which sets out the business to be considered at the meeting. Explanatory notes for the Resolutions are provided in Appendix 2 of this document and guidance notes for Shareholders wishing to attend or appoint proxies for the AGM on pages 13 to 15. In relation to the Resolutions to be put to the AGM, I would like to comment on just two matters.
As announced on 14 March 2019, following completion of the Merger, Geraldine Kennell and Nick Wiles stepped down as non-executive directors and I would like to thank them both for their valuable contribution to the Board's deliberations. On the same day, we also announced the appointment of Helen Mahy and Laure Duhot to our Board. Helen, who was chairman of MedicX, was appointed deputy chairman, senior independent director and chairman of the Remuneration Committee. Laure, who was a non-executive director on the MedicX board, was appointed a non-executive director and chairs the Adviser Engagement Committee. As both Helen and Laure and also Peter Cole, who was appointed to the Board on 1 May 2018, have been appointed since the last Annual General Meeting of the Company, in accordance with the provisions of the Articles, they will retire and, being eligible, will offer themselves for election by Shareholders. I believe we have a strong and diverse Board with an appropriate blend of skills, experience, knowledge and culture to drive the enlarged business forward. Biographical details of all the Directors seeking re-election or election are set out in Appendix 1.
The Company's policy is to make all of its dividend payments (currently four per annum) as interim dividends. This enables the fourth dividend payment to be made approximately two months earlier than would be the case if that dividend were categorised as a "final dividend" and therefore have to await Shareholder approval at the annual general meeting, usually held in April. This arrangement is made in the interests of Shareholders, enabling them to benefit from the earlier receipt of the fourth dividend. As we believe it is important for Shareholders to have an opportunity to consider this policy annually, and in accordance with the principles of good corporate governance, a resolution to approve the Company's dividend policy is included as Resolution 3 in the accompanying notice of meeting.
At the annual general meeting of the Company held on 5 April 2016, the Board was authorised, in accordance with the Articles, to allow Shareholders to choose whether to receive cash dividends in new Ordinary Shares rather than in cash. That authority has now expired and, as the Board has again decided to recommend a scrip dividend to Shareholders, a resolution to grant the Directors an authority to offer a scrip dividend, in accordance with the terms of the Scrip Dividend Scheme, is set out as Resolution 19 in the accompanying notice of meeting.
We would welcome you coming to the AGM and voting in person. Whether or not you propose to attend the AGM it is important that if you would like to vote on the Resolutions but cannot come to the AGM, you complete, sign and return the enclosed Form of Proxy or vote electronically as explained below as soon as possible. The Form of Proxy, which is pre-paid, should be completed, signed and returned in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received, by post or, during normal business hours only, by hand, at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by no later than 10:30 a.m. on Friday 7 June 2019.
Alternatively, electronic proxy appointment is available to lodge your proxy vote electronically by logging on to the website provided by Equiniti at www.sharevote.co.uk or, if you are a member of CREST, via Equiniti (ID number RA19). Equiniti must receive your proxy appointment by no later than 10:30 a.m. on Friday 7 June 2019.
The completion and return of the Form of Proxy or voting electronically will not prevent you from attending and voting at the AGM , or any adjournment of the AGM, in person, should you wish to do so.
The Directors consider that the Resolutions are in the best interests of the Company and are most likely to promote the success of the Company for the benefit of Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all the Resolutions, as they intend to do so in respect of their own beneficial holdings.
On behalf of the Board, I look forward to seeing many of you at the meeting and thank you for your continued support.
Yours sincerely,
Chairman
Directors' biographies in respect of the Directors seeking re-election or election at the AGM.
Appointed as a Non-executive Director on 1 January 2014.
Steven embarked on his career with KPMG before moving into property with Brixton plc, where he became Finance Director and subsequently Deputy Chief Executive. He is currently CEO and founding partner of Wye Valley Partners LLP, a commercial real estate asset management business. Steven is also a director of ICE Campus Ventures Limited.
Steven combines his financial skills as a Chartered Accountant with extensive expertise of investment and development in commercial property in a listed company environment having spent 24 years at Brixton plc, then a listed FTSE 250 company. Steven is also a Fellow of the Association of Corporate Treasurers.
None.
Chairman of the Nomination Committee and member of the Remuneration and Adviser Engagement Committees.
Founder of the Company and Managing Director since 1996.
Harry graduated from Cambridge University and trained as a Chartered Accountant and corporate treasurer. He established the Company in 1996. Harry is the Managing Director of Nexus Tradeco Limited and its subsidiary companies. He is a Fellow of the Institute of Chartered Accountants in England & Wales.
Harry has extensive experience in investing in the primary healthcare sector, having developed the Company's business from inception over 20 years ago to its current position with an investment portfolio of over £2.3 billion. He also brings entrepreneurial flair to the Board having established a number of successful private companies.
Harry is the non-executive chairman of Summit Germany Limited, an AIM listed German commercial real estate company. In addition, Harry is a non-executive director of Biopharma Credit PLC and Hertsford Capital PLC.
None.
Finance Director Appointed as a Director from 1 April 2017.
Richard is a Chartered Accountant with over 20 years' experience working with London-listed commercial property companies, gained principally with LondonMetric Property plc and Brixton plc. Richard was part of the senior management team that led the merger of Metric Property Investments plc and London & Stamford Property Plc in 2013 to create LondonMetric Property plc with a combined property portfolio of £1.4 billion.
Richard has extensive finance experience, having previously held senior accounting positions within listed property companies operating across the UK. Whilst working for LondonMetric and Brixton, he has been involved in over £4 billion of property transactions.
None. Committees
None.
Appointed as a Director on 15 February 2018.
Stephen is a General Practitioner and Managing Partner of a large medical practice in Worksop, Nottinghamshire, with 14 partners and 32,000 patients and operating across five sites. Until 2016, Steven was also Chair of the Bassetlaw Clinical Commissioning Group, Vice-Chair of the Nottinghamshire Health and Wellbeing Board and Co-Chair of NHS Clinical Commissioners and consequently has an in-depth understanding of healthcare commissioning and has helped to establish a national membership organisation with significant political and NHS influence. He is a director of Community Health Partners Limited, which provides consultancy services in the primary health market and a member of the governing body of Primary Care Commissioning CIC.
Stephen has spent his career involved in the healthcare sector, principally in the provision of primary care, and this experience is invaluable to the Board by bringing the perspective of one of the Company's key stakeholders to discussions in the boardroom. He has an intimate knowledge of the NHS and of the drivers for health commissioning in the UK in particular as it affects the primary care market.
Member of the Audit, Nomination, Remuneration and Adviser Engagement Committees.
Appointed as a Director on 15 February 2018.
Ian is a Chartered Accountant and was a partner and vice-chairman at Deloitte until his retirement in 2012. Ian is currently senior independent non-executive director and chairman of the audit committee at Safestore Holdings plc. He is also a non-executive director at Capital & Regional plc, where he also chairs the audit committee. He is Chair of Anthony Nolan, a major blood cancer charity.
Ian qualified as and practised as a Chartered Accountant and brings a wealth of recent financial experience to the Board as well as his experience as chairman of the audit committees of two other UK listed property companies.
Safestore Holdings plc and Capital & Regional plc.
Chairman of the Audit Committee and member of the Nomination, Remuneration and Adviser Engagement Committees.
Appointed as a Director on 14 March 2019.
Helen was appointed to the MedicX board in April 2017 and served as chairman from February 2018 until completion of the Merger with PHP on 14 March 2019. She was formerly Group Company Secretary and General Counsel of National Grid plc from 2003 until she retired in 2013. She has also been a non-executive director of Aga Rangemaster Plc, SVG Capital plc and Stagecoach Group plc. Helen is an Equality and Human Rights Commissioner.
Helen brings considerable experience and a deep understanding of the regulatory environment for listed companies in the UK across a broad range of industries from her positions as a non-executive director and also previously as a company secretary. She brings a combination of legal training and governance expertise, together with a knowledge of the MedicX portfolio.
Chairman of The Renewables Infrastructure Group Limited, a FTSE 250 investment company, and a non-executive director of SSE plc and Bonheur ASA, a company listed on the Oslo Stock Exchange.
Chair of the Remuneration Committee and member of the Audit, Nomination and Adviser Engagement Committees.
Appointed as a Director on 1 May 2018.
Peter is a Chartered Surveyor and was until 30 April 2019 the Chief Investment Officer of Hammerson plc, the FTSE listed owner, manager and developer of retail destinations in the UK, Ireland and continental Europe. He was a main board director of Hammerson from October 1999 until 31 December 2018.
Peter has considerable experience of property investment and a deep understanding of the real estate market and investor sentiment. He brings to the Board a combination of skills in UK and European property investment and development as well as an understanding of the regulatory environment for listed companies in the UK.
None.
Member of the Audit, Nomination, Remuneration and Adviser Engagement Committees.
Appointed as a Director on 14 March 2019.
Laure was appointed to the MedicX board in September 2017 until completion of the merger with PHP on 14 March 2019. Over the past two years Laure has been acting as a senior adviser for a number of property firms and fund managers across Europe, providing strategic advice and transaction support, with a focus on alternative real estate. She has recently been appointed by Lendlease as Head of Investment and Capital Markets – Europe and took up her new responsibilities at the end of April. She is currently a non-executive director of InLand Homes plc, MIC Limited and The Guinness Partnership. Until the end of September 2016 she was also a managing director at Grainger plc.
Laure has considerable experience acting as a senior adviser for a number of property firms and fund managers across Europe, providing strategic advice and transaction support, with a focus on alternative real estate. She brings to the Board a combination of skills in finance and real estate and an understanding of the international financial services markets and a knowledge of the MedicX portfolio.
InLand Homes plc.
Chair of the Adviser Engagement Committee and member of the Audit, Remuneration and Nomination Committees.
These notes are intended to explain the business to be transacted at the Annual General Meeting. Resolutions 15 to 18 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution. All other resolutions are proposed as ordinary resolutions, so that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.
By company law the Directors must present to the AGM the Annual Report 2018 for adoption. The Board will welcome any questions and discussion on the Annual Report 2018 at the AGM.
Resolution 2 seeks Shareholders' approval for the Directors' remuneration report as contained on pages 61 to 64 of the Annual Report 2018.
This resolution is proposed as an ordinary resolution. The vote is advisory and the Directors' entitlement to remuneration is not conditional on it.
Resolution 3 is proposed to seek Shareholders' approval of the Company's dividend policy. The Company's policy is to make all of its dividend payments (currently four per year) as interim dividends as explained in the Chairman's letter that accompanies this notice of meeting. The Board considers this policy to be in the best interests of the Company and likely to promote the success of the Company.
Resolution 4 proposes to re-appoint Deloitte LLP as auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting of the Company at which accounts are laid.
Resolution 5 proposes to authorise the Audit Committee, for and on behalf of the Directors, to determine the remuneration of the auditor.
In accordance with the requirements of the UK Corporate Governance Code 2018, all the Directors have resolved that they will offer themselves for re-election by Shareholders at the AGM. Peter Cole, Laure Duhot and Helen Mahy were appointed to the Board since the last AGM and will retire in accordance with Article 80 of the Articles and, being eligible, will offer themselves for re-election by Shareholders at the AGM.
Separate resolutions are being proposed to re-elect or elect each of the Directors standing for re-election. Resolutions 6 to 13 are being proposed as ordinary resolutions.
Biographies and further information on all of the Directors seeking election or re-election are set out in Appendix 1 to this document and on the Company's website at www.phpgroup.co.uk/about-us/board-directors.
Following the performance evaluation of each Director, the Chairman has confirmed that each of the Directors standing for re-election or election has been and continues to be effective and continues to demonstrate commitment to their respective roles and makes available the time necessary to perform their duties.
Further to the Articles and the provisions of the 2006 Act, the Directors may only allot Ordinary Shares or grant rights over Ordinary Shares if authorised to do so by the Shareholders.
Accordingly, the authority in Resolution 14, paragraph (a) will allow the Directors to allot shares or grant rights to subscribe for, or convert any security into, shares in the Company, up to a maximum nominal amount of £47,277,783, representing approximately one-third of the Company's issued ordinary share capital calculated as at 2 May 2019 (being the latest practicable date prior to publication of this document). The authority in Resolution 14, paragraph (b) will allow the Directors, only in connection with a pre-emptive rights issue, to allot shares or grant rights to subscribe for, or convert any securities into, shares in the Company, up to a maximum nominal amount of £47,277,783 in addition to the nominal amount of any shares allotted or rights granted to subscribe for, or to convert any security into, shares under paragraph (a), together representing approximately two-thirds of the Company's issued ordinary share capital calculated as at 2 May 2019 (being the latest practicable date prior to publication of this document). This is in line with corporate governance guidelines.
This authority will expire at the conclusion of the next AGM of the Company or, if earlier, on the date which is 15 months after the date of the AGM. The Directors intend to renew this authority annually at each AGM of the Company. The Directors have no present intention of exercising this authority other than pursuant to legally binding obligations to do so, such as under the Scrip Dividend Scheme, if approved, and on conversion of the 4.25% convertible bonds issued by the Company's subsidiary PHP Finance (Jersey) Limited (the "Bonds"). However, it is considered prudent to maintain the flexibility that this authority provides.
As at 2 May 2019 (being the latest practicable date prior to the publication of this document), the Company held no Ordinary Shares in treasury and there were £400,000 nominal of Bonds outstanding which at the current exercise price would require the issue of 415,973 Ordinary Shares if all the Bonds exercised the right to convert.
Under the 2006 Act, when new shares are proposed to be issued for cash, other than in connection with a company share option plan, they must first be offered to existing Shareholders pro-rata to their percentage holdings at such time, unless Shareholders have waived this right either generally or in respect of a particular issue. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities without making a pre-emptive offer to existing Shareholders. The purpose of Resolutions 15 and 16 therefore is to enable Shareholders to waive their pre-emption rights and allow the Directors to allot shares for cash without such shares being first offered to existing Shareholders.
Resolution 15 will, if passed by special resolution, give the Directors authority to allot shares pursuant to the authority granted in Resolution 14 for cash on a non-pre-emptive basis. This authority will permit the Directors to allot shares for cash: (a) in connection with a rights issue or any other pre-emptive offer concerning equity securities, or (b) otherwise than in connection with a rights issue or any other pre-emptive offer for shares in the Company up to a maximum nominal value of £7,091,667, representing approximately 5% of the Company's issued ordinary share capital as at 2 May 2019 (being the latest practicable date prior to the publication of this document).
For the purposes of Resolution 15, the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
Resolution 16 additionally authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares being offered first to existing Shareholders, in connection with the financing (or refinancing, if the authority is to be used within six months after the original transaction) of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. The authority under Resolution 16 is limited to a nominal value of £7,091,667, representing approximately 5% of the Company's issued ordinary share capital as at 2 May 2019 (being the latest practicable date prior to the publication of this document).
The Board intends to adhere to the provisions in the Pre-Emption Group's Statement of Principles, as updated in March 2015, and not to allot shares for cash on a non-pre-emptive basis pursuant to the authority in Resolution 16 either in excess of an amount equal to 5% of the total issued ordinary share capital of the Company (excluding treasury shares) or in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company (excluding treasury shares) within a rolling three-year
period, without prior consultation with Shareholders. Adherence to the principles would not preclude issuances under the authority sought under Resolution 16. The provisions of Resolutions 15 and 16 comply with the Share Capital Management Guidelines issued by the Investment Association in July 2016 and the disapplication of pre-emption rights resolutions follow the resolution templates issued by the Pre-Emption Group in May 2016.
The power conferred by Resolutions 15 and 16 will expire at the conclusion of the next AGM of the Company or, if earlier, on the date which is 15 months after the date of the AGM. The Directors intend to renew this authority annually at each annual general meeting of the Company. The Directors have no immediate plans to make use of this authority, other than in connection with the issue of Ordinary Shares under the Scrip Dividend Scheme, if approved.
As at 2 May 2019 (being the latest practicable date prior to the publication of this document), the Company did not hold any treasury shares. If the Company were to create treasury shares, for example through the market purchase of its own shares, the subsequent sale of any treasury shares would be counted as equivalent to the issue of new shares for the purpose of the limitations on the issue of new shares included in Resolutions 15 and 16.
Resolution 17 will, if passed, allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice. Under the 2006 Act, the minimum notice period for publicly listed company general meetings is 21 clear days, but with an ability for companies to reduce this period to 14 clear days (other than for annual general meetings) provided that certain conditions are met.
The first condition is that the Company offers a facility for members to vote by electronic means. This condition is met if the Company offers a facility allowing members to appoint a proxy by means of a website. The Company provides this facility (please refer to note 4(c) to the notice of AGM on page 13 of this document for details of the Company's arrangements for electronic proxy appointment). The other condition is that there is an annual resolution of Shareholders approving the reduction of the minimum notice period from 21 clear days to 14 clear days.
The Board is proposing Resolution 17 as a special resolution to approve 14 clear days as the minimum period of notice to be given for all general meetings of the Company other than annual general meetings. The approval will be effective until the conclusion of the next annual general meeting of the Company. The shorter notice period will be used in accordance with all relevant corporate governance guidelines applicable at the time. In particular, it will only be used where flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole.
Resolution 18 seeks authority for the Company to make market purchases of its own Ordinary Shares and is proposed as a special resolution. If passed, the resolution gives authority for the Company to purchase up to 113,466,678 of its Ordinary Shares, representing approximately 10% of the Company's issued ordinary share capital as at 2 May 2019 (being the latest practicable date prior to the publication of this document).
The Directors have no present intention of exercising the authority granted by Resolution 18. Ordinary Shares will only be purchased if the Directors consider such purchases to be in the best interests of Shareholders generally and that the purchase can be expected to result in an increase in earnings per Ordinary Share. In addition, the authority will only be used after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels for the Company and its overall financial position.
The Resolution specifies the minimum and maximum prices which may be paid for any Ordinary Shares purchased under this authority. The authority will expire on the date of the Company's 2020 annual general meeting.
The Company may either cancel any Ordinary Shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them). No dividends are paid on shares in treasury and no voting rights attach to treasury shares. If the Ordinary Shares that the Company buys back under this authority are held in treasury, this would give the Company the ability to reissue treasury shares quickly and cost effectively, providing the Company with additional flexibility in the management of its capital.
As at 2 May 2019 (being the latest practicable date prior to the publication of this document), there are no warrants or options to subscribe for Ordinary Shares that are outstanding.
The authority for the Directors to offer any Shareholders the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Directors) of any dividend paid, otherwise known as a scrip dividend alternative, was last approved at the 2016 annual general meeting. In accordance with the Investment Association guidelines, the Board intends to seek fresh authorisation to offer a scrip dividend alternative for a further three years expiring at the conclusion of the annual general meeting in 2022.
It is the Directors' intention to offer a scrip dividend alternative in respect of the two remaining interim dividends that are anticipated to be paid in 2019. Resolution 19 grants the Directors the necessary authority to offer a scrip dividend alternative in respect of these interim dividends or any future dividends declared, made or paid in the period ending at the conclusion of the third annual general meeting of the Company following the date of this resolution. Full details of the Scrip Dividend Scheme can be found on the Company's website at www.phpgroup.co.uk/investors/dividends and should be reviewed with this notice.
Part 14 of the 2006 Act, amongst other things, prohibits political donations made by a company and its subsidiaries to EU political parties, to other EU political organisations, to an independent election candidate in the EU or political expenditure incurred by a company of more than £5,000 in any twelve-month period, unless they have been authorised to make donations by the company's shareholders.
However, as a result of the wide definition of political organisations under Part 14 of the 2006 Act, normal expenditure (such as expenditure on organisations concerned with matters of public policy, law reform and representation of the business community) and business activities (such as communicating with the Government and political parties at local, national and European level) might be construed as political expenditure or as a donation to a political party or other political organisation and therefore fall within the restrictions of the 2006 Act.
In order to avoid an inadvertent infringement of the 2006 Act, Resolution 20 will allow the Company and its subsidiaries to make donations to political parties, other political organisations and independent election candidates and to incur political expenditure (as defined in the 2006 Act) up to an aggregate limit of £20,000 in the period beginning with the date of the passing of Resolution 20 and ending with the conclusion of the next annual general meeting of the Company whilst avoiding, because of the uncertainty over the definitions used in the 2006 Act, inadvertent infringement of the 2006 Act. Any political donation made or political expenditure incurred which is in excess of £200 will be disclosed in the Company's annual report and accounts for next year, as required by the 2006 Act. Resolution 20 will not be used to make political donations within the normal meaning of that expression.
(incorporated and registered in England and Wales with registered number 03033634)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Primary Health Properties PLC (the "Company") will be held at the office of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF on 11 June 2019 at 10:30 a.m. (the "Annual General Meeting"). Shareholders will be asked to consider and, if thought fit, pass the resolutions as set out below (the "Resolutions"). Resolutions 15 to 18 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions. Voting on the Resolutions will be by way of poll.
provided that the authorities in paragraphs (a) and (b) above shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or if earlier on the date which is 15 months after the date of the Annual General Meeting, but in each case, prior to its expiry, the Company may make offers and enter into agreements, which would, or might, require Relevant Securities or equity securities as the case may be to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot Relevant Securities or equity securities (and call treasury shares) in pursuance of any such offer or agreement as if the authority in question had not expired.
and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or, if earlier, on the date which is 15 months after the date of the Annual General Meeting but, in each case, prior to its expiry, the Company may make offers and enter into agreements, which would, or might, require Relevant Securities or equity securities as the case may be to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot Relevant Securities or equity securities (and sell treasury shares) in pursuance of any such offer or agreement as if the authority in question had not expired.
such authority to expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution (or, if earlier, on the date which is 15 months after the date of the Annual General Meeting) but, in each case, prior to its expiry, the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority in question had not expired.
during the period beginning with the date of the passing of this Resolution 20 and ending with the conclusion of the next annual general meeting of the Company (or, if earlier, on the date which is 15 months after the date of the annual general meeting), provided that the maximum amounts referred to in (a), (b) and (c) may comprise one or more sums in different currencies which shall be converted at such rate as the Board of Directors may in its absolute discretion determine to be appropriate.
BY ORDER OF THE BOARD
for Nexus Management Services Limited Company Secretary 3 May 2019
Primary Health Properties PLC Registered office: 5th Floor, Greener House, 66-68 Haymarket, London SW1Y 4RF Registered in England & Wales No: 03033634
Important notes regarding your general right to appoint a proxy and voting can be found on pages 13 to 15 of this notice of Annual General Meeting.
Only those holders of Ordinary Shares registered in the register of members of the Company as at 6:30 p.m. on Friday 7 June 2019 (or, if the Annual General Meeting is adjourned, 6:30 p.m. on the day that is two days prior to any adjourned meeting) (excluding any part of any day that is not a working day) shall be entitled to attend (either in person or by proxy) and vote at the Annual General Meeting, or any adjourned meeting, in respect of the number of shares registered in their names at that time. Any changes to the register of members after the relevant deadline shall be disregarded in determining the right of any person to attend and vote at the Annual General Meeting or an adjourned meeting.
The Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this notice of Annual General Meeting. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA.
The return of a completed Form of Proxy, or other such instrument or any CREST Proxy Instruction (as described in Note 5 below) will not prevent a Shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.
In the case of joint Shareholders, the signature of only one of the joint holders is required on the Form of Proxy but the vote of the first named on the register of members will be accepted to the exclusion of the other joint holders.
IMPORTANT: in any case, the Form of Proxy must be received by or lodged with the Company's registrars no later than 10:30 a.m. on Friday 7 June 2019 (or, if the Annual General Meeting 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.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). 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, in order to be valid, be transmitted so as to be received by the issuer's agent (ID number RA19) not later than 10:30 a.m. on Friday 7 June 2019 (or, if the Annual General Meeting 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). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors, or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.
The statement of the rights of Shareholders in relation to the appointment of proxies at Notes 2, 3, 4, and 5 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by Shareholders of the Company. If you have been nominated to receive general Shareholder communications directly from the Company, it is important to remember that your main contact in terms of your investment remains the registered Shareholder or custodian or broker who administers the investment on your behalf. Therefore, any changes or queries relating to your personal details and holding (including any administration) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee to deal with matters that are directed to them in error. The only exception to this is where the Company, in exercising one of its powers under the 2006 Act, writes to you directly for a response.
Electronic communication: please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that the Shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company, including the lodgement of an electronic Form of Proxy, that is found to contain any virus, will not be accepted.
Voting and voting rights: as at 5:30 p.m. on 2 May 2019 (being the latest business day prior to the publication of this document), the Company's issued share capital consisted of 1,134,666,784 Ordinary Shares, carrying one vote each. Therefore, the total number of voting rights in the Company as at 5:30 p.m. on 2 May 2019 was 1,134,666,784. The website referred to in Note 1 will include information on the number of Ordinary Shares and voting rights.
Voting on the Resolutions will be conducted by way of a poll rather than on a show of hands as this is considered by the Board to reflect the views of Shareholders more accurately. As soon as practicable, following the Annual General Meeting the results of voting at the Annual General Meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each resolution will be announced via a Regulatory Information Service and also placed on the Company's website referred to in Note 1 above.
The request may be in hard copy form or in electronic form stating your: (i) name and address and in the case of an electronic communication stating Annual General Meeting in the subject line of the email either setting out the statement in full or, if supporting a statement sent by another Shareholder, clearly identifying the statement which is being supported; (ii) must be authenticated by the person or persons making it; and (iii) be received by the Company at least one week before the Annual General Meeting.
CMS Cameron McKenna Nabarro Olswang LLP Cannon Place 78 Cannon Street London EC4N 6AF T +44 207 367 3000
F +44 207 367 2000

The London office is located above Cannon Street train and underground station. You can access the offices via the main entrance in Cannon Street.
South Eastern rail services operate at Cannon Street station.
Moorgate station is a 13 minute walk away. Liverpool Street, London Bridge and Blackfriars stations are all 15 minutes' walk away.
Cannon Street station is on the District and Circle lines. When exiting the tube station, turn right and the CMS office is directly in front of you by the entrance to the train station.
The Docklands Light Railway ("DLR") travels from City Airport direct to Bank Underground station.
CMS is located five minutes' walk from Bank station.
The Heathrow Express train will reach London Paddington in 15 minutes. At London Paddington, take the London Underground and travel on the "Bakerloo" line to Embankment station. Change to the Eastbound District and Circle lines and travel to Cannon Street station.
Cannon Street – numbers 4, 11, 15, 17, 23, 76, 100, 172, 521.
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