Assura PLC — AGM Information 2017

Dec 4, 2017

THE COMPANIES ACT 2006

RESOLUTION

OF

ASSURA PLC

At the general meeting of the Company held on 4 December 2017 the following special resolution was duly passed as specified below:

SPECIAL RESOLUTION

1. THAT:

• a) the Directors of the Company ("Directors") be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot and issue shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Allotment Rights"), but so that (i) the maximum amount of shares that may be allotted and issued or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £57,894,737; (ii) this authority is limited to the allotment and issue of ordinary shares of 10 pence each ("Ordinary Shares") pursuant to the Share Issue (as defined within the prospectus of the Company dated 16 November 2017 (the "Prospectus")); (iii) this authority shall expire on 30 September 2018 (unless previously revoked or varied by the Company in general meeting), save that the Company may make any offer or agreement before such expiry which would or might require shares to be allotted and issued or Allotment Rights to be granted after such expiry, revocation or variation and the Directors may allot shares pursuant to such offer or agreement as if the authority hereby conferred had not expired or been revoked or varied; and (iv) this authority shall be in addition and without prejudice to any other authorities vested in the Directors to allot and issue shares in the Company or to grant Allotment Rights; and
• b) in addition to all other existing powers of the Directors under section 570 of the Act which shall continue in full force and effect, the Directors are empowered under the said section 570 to allot equity securities as defined by section 560 of the Act for cash pursuant to the authority conferred by Resolution 1(a) above in respect of the new Ordinary Shares allotted pursuant to the Share Issue as if section 561 of the Act did not apply to any such allotment. Such power shall, subject to the continuance of the authority conferred by Resolution 1(a) above, expire on 30 September 2018 or, if earlier, on the conclusion of the Company's next annual general meeting, but may be revoked or varied from time to time by special resolution and the Company may before such expiry, revocation or variation make any offer or agreement which would or might require equity securities to be allotted after such expiry,

revocation or variation and the Directors may allot equity securities in pursuance of such offer or agreement as if such power had not expired or been revoked or varied.

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Director