Form of Proxy
Shareholder Reference Number ("SRN")
You may submit your proxy electronically at www.shareview.co.uk by creating an online portfolio using your Shareholder Reference Number above.
I/We, being a member(s) of Primary Health Properties PLC entitled to attend and vote at the Annual General Meeting ("AGM") of the Company, hereby appoint the Chair of the meeting or (insert name) ...........................................................as my/our proxy in respect of...........................................shares to attend, speak* and vote* on my/our behalf as indicated below and on any other resolution as he/she thinks fit at the AGM of the Company to be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF at 10.30 a.m. (UK time)/12.30 p.m. (South Africa time) on Wednesday 7 May 2025 and, in the event that the AGM is adjourned, at any reconvened meeting.
Please indicate here if this Form of Proxy is one of multiple instructions being given (see Note 3).
I appoint my/our proxy to attend, speak* and vote* in the manner indicated below (see Note 4). If no indication is given, your proxy may vote as he/she thinks fit or withhold from voting on the resolutions or any other business at the AGM. If you choose "Vote withheld", your vote has no legal effect and will count neither for nor against the relevant resolution.
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Vote |
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For* |
Against* |
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withheld Discretionary |
| ORDINARY RESOLUTIONS |
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| 1. To receive the Annual Report for the year ended 31 December 2024 |
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| 2. To approve the Directors' Remuneration Report |
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| 3. To approve the Company's dividend policy |
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| 4. To re-appoint Deloitte LLP as auditor |
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| 5. To authorise determination of the auditor's remuneration |
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| 6. To re-elect Harry Hyman as a Director |
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| 7. To re-elect Mark Davies as a Director |
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| 8. To re-elect Richard Howell as a Director |
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| 9. To re-elect Laure Duhot as a Director |
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| 10. To re-elect Ian Krieger as a Director |
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| 11. To re-elect Ivonne Cantú as a Director |
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| 12. To re-elect Dr Bandhana (Bina) Rawal as a Director |
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| 13. To authorise political donations |
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| 14. To authorise the Directors to allot shares |
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| SPECIAL RESOLUTIONS |
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| 15. To disapply pre-emption rights |
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| 16. To approve a further disapplication of pre-emption rights |
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| 17. To approve the notice period for general meetings |
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| 18. To authorise the Directors to make market purchases |
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* 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.
Shareholder Reference Number
Barcode
PRIMARY HEALTH PROPERTIES PLC
www.phpgroup.co.uk are available to be viewed and downloaded on the Company's website: The Annual Report and Accounts 2024 and the Notice of Annual General Meeting 2025 Notice of availability . If you wish to receive electronic communications and at www.shareview.co.uk and click to register at the top of the page. manage your shareholding online please visit the website of our registrar, Equiniti,
If you wish to attend the AGM in person, please bring this card with you.Equiniti, on + 44 (0) 371 384 2030. Printed copies of any shareholder communications may be requested from our registrar,
Notes
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- To be entitled to attend and vote at the Annual General Meeting ("AGM"), members must be registered in the register of members of the Company as at 6.30 p.m. (UK time)/8.30 p.m. (South Africa time) on Friday 2 May 2025 (or, if the AGM is adjourned, by 6.30 p.m. (UK time)/8.30 p.m. (South Africa time) on the date that is 48 hours prior to the adjourned AGM, excluding any part of a day which is not a working day). Changes to entries on the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the AGM or adjourned AGM.
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- A member entitled to attend and vote at the AGM is entitled to appoint a proxy to exercise all or any of his/her rights to attend, speak and vote on his/her behalf. A proxy need not be a member of the Company but must attend the AGM in person to represent the member. The completion of a Form of Proxy will not preclude a shareholder from attending (in person or remotely) and voting in person.
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- 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.
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- 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.
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- 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.
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- 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.
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- To be valid, the Form of Proxy, together with any power of attorney or other authority under which it is signed, must be lodged with the Company's registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing BN99 6DA by no later than 10.30 a.m. (UK time)/12.30 p.m. (South Africa time) on Friday 2 May 2025 or, if the AGM is adjourned, not later than 48 hours before the time fixed for the adjourned meeting (excluding any part of any day that is not a working day).
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- If you do not wish the Form of Proxy to be seen by anyone except the Company and the Company's registrar, you should post it in an envelope to the address shown on the Form of Proxy. No stamp is required for UK registered members.
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- Any person to whom this document is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
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- The statement of the rights of shareholders in relation to the appointment of proxies in Notes 2 to 7 and Notes 11 to 13 does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
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- CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our registrar, Equiniti Limited, ID RA19, no later than 10.30 a.m. (UK time)/12.30 p.m. (South Africa time) on 2 May 2025 or, if the AGM is adjourned, not later than 48 hours before the time fixed for the adjourned meeting (excluding any part of any day that is not a working day). Please see the notes to the Notice of Meeting for further information on proxy appointments through the CREST facility.
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- To register the appointment of a proxy electronically, you will need to create an online portfolio using your Shareholder Reference Number printed on your Proxy Card and follow the instructions provided. Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, can vote by logging on to their portfolio at www.shareview.co.uk. The proxy appointment must be registered online by 10.30 a.m. (UK time)/12.30 p.m. (South Africa time) on 2 May 2025. Business Reply Plus
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- If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process that has been agreed between the Company and Equiniti. For further information regarding Proxymity go to www.proxymity.io. Your proxy must be lodged no later than 10.30 a.m. (UK time)/12.30 p.m. (South Africa time) on Friday 2 May 2025 or, if the AGM is adjourned, not later than 48 hours before the time fixed for the adjourned meeting (excluding any part of any day that is not a working day) to be considered valid. Before you can activate a proxy via this process you need to have agreed to Proxymity's terms and conditions. It is important you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. Licence Number RTAK-EULR-BRYCTDFDDAFATDAATADDDADAAAFADFADATADAATD



Business Reply Plus
Business Reply Plus
Licence Number
Licence Number
RTAK-EULR-BRYC
RTAK-EULR-BRYC
TDFDDAFATDAATADDDADAAAFADFADATADAATD
TDFDDAFATDAATADDDADAAAFADFADATADAATD
Equiniti Aspect House Spencer Road LANCING BN99 8DN
Equiniti
Equiniti
Aspect House
Aspect House
Spencer Road
Spencer Road
LANCING
LANCING
BN99 8DN
BN99 8DN