MEDICLINIC INTERNATIONAL PLC

AGM Information • Dec 15, 2015

Company No 8338604

THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES

Notice of Special Resolutions passed of Al Noor Hospitals Group Plc (the "Company")

At a General Meeting of the Company duly convened and held at Linklaters LLP, at One Silk Street, London, EC2Y 8HQ on 15 December 2015, all of the resolutions put to the meeting were duly passed, including the following:

Special Resolutions

THAT:

• 8. with effect from the Mediclinic Scheme becoming unconditional in all respects, and without prejudice to all existing authorities for the purposes of section 570(1) of the Act and the authority granted pursuant to Resolution 9, the Al Noor Directors be unconditionally authorised for the purposes of 570(1) of the Act to allot 72,115,384 New Shares to the subscriber(s) pursuant to the terms of the Subscription Agreement (the ''Subscriber(s)'') for cash pursuant to the authorisation conferred by this resolution as if section 561 of the Act did not apply to such allotment, provided that such power shall expire on 31 December 2016, but so that the Company may, before such expiry, make offers or enter into agreements which would or might require the New Shares to be allotted for the specific purpose stated after the authorities granted by this resolution had expired;
• 9. subject to and conditional upon each of the resolutions set out in this Notice of General Meeting other than Resolutions 3, 5 and 7 being passed by the requisite majority, the Al Noor Directors be unconditionally authorised to allot equity securities (as defined in section 560(1) of the Act) for cash:
• (a) pursuant to the authority given by paragraph (a) of Resolution 3 above or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act in each case:
  • (i) in connection with a pre-emptive offer; and (ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal value of £3,600,000; and
• (b) pursuant to the authority given by paragraph (b) of Resolution 3 above in connection with a rights issue, as if section 561(1) of the Act did not apply to any such allotment, such power to expire at the conclusion of the next annual general meeting of the Company or on 31 December 2016, whichever is the earlier, but so that the Company may during this period, make offers or enter into agreements which would, or might, require equity securities to be allotted after the power ends and the Al Noor Directors may allot equity securities under any such offer or agreement as if the authority conferred by this resolution had not expired.

For the purposes of this resolution:

(i) ''rights issue'' has the same meaning as in Resolution 3 above;

(ii) ''pre-emptive offer'' means an offer of equity securities open for acceptance for a period fixed by the Al Noor Directors to (a) holders (other than the Company) on the register on a record date fixed by the Al Noor Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Al Noor Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

(iii) references to an allotment of equity securities shall include a sale of treasury shares; and

(iv) 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;

• 10. subject to and conditional upon each of the resolutions set out in this Notice of General Meeting other than Resolutions 3, 5, 7 and 9 being passed by the requisite majority:
• (a) the whole amount of US\$556,449,554 currently within the share premium account and redesignated as a merger reserve of the Company (as described in Part C of Part VI (Financial Information on Al Noor) of the Circular) shall be capitalised (the ''Capitalised Amount'');
• (b) the Capitalised Amount shall be applied in paying up in full and at par the relevant number of Class A Shares, which Class A Shares shall be allotted and issued to a nominee appointed by the Company on behalf of the holders of ordinary shares entered in the register of members of the Company at the Capitalisation Record Date (in proportion (as nearly as practicable) to the aggregate nominal amount of the ordinary shares held by such holders at such time), credited as fully paid and ranking pari passu with each other in all respects;
• (c) in accordance with section 551 of the Act, the Al Noor Directors be and they are hereby specifically authorised to allot Class A Shares up to an aggregate nominal amount of US\$556,449,554 in accordance with this resolution, such authority to expire on the anniversary of the date on which this resolution is passed; and
• (d) the Al Noor Directors be and they are hereby authorised to do all such acts and things as they may consider necessary or expedient to give effect to the matters set out in this resolution.

For the purposes of this resolution:

• (i) ''Capitalisation Record Date'' means 6.00 p.m. on the day before the date of the hearing of the High Court of Justice of England and Wales to confirm the reductions of capital pursuant to Resolution 11 and Resolution 12; and
• (ii) ''Class A Shares'' means class A deferred bonus shares of US\$0.01 each in the share capital of the Company having the following rights, restrictions, privileges and conditions:

• (a) The Class A Shares shall have the rights, and be subject to the restrictions, attaching to shares set out in the articles of association of the Company save that in the event of a conflict between any provision in this resolution and any provision in the articles of association of the Company, the provisions in this resolution shall prevail.

• (b) The Class A Shares shall confer no right to participate in the profits of the Company.

• (c) On a return of capital on a winding up (excluding any intra group reorganisation on a solvent basis), there shall be paid to the holders of the Class A Shares the nominal capital paid up, or credited as paid up, on such Class A Shares after paying to the holders of the ordinary shares the nominal capital paid up or credited as paid up on the ordinary shares held by them respectively, together with the sum of US\$100,000,000 on each ordinary share.
• (d) The holders of the Class A Shares shall not be entitled to any further right of participation in the assets of the Company.
• (e) The holders of the Class A Shares shall not be entitled, in their capacity as holders of such shares, to receive notice of any general meeting of the Company or to attend, speak or vote at any such meeting.
• (f) The Company may from time to time create, allot and issue further shares, whether ranking pari passu with or in priority to the Class A Shares, and on such creation, allotment or issue any such further shares (whether or not ranking in any respect in priority to the Class A Shares) shall be treated as being in accordance with the rights attaching to the Class A Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of the Class A Shares.
• (g) The reduction, and/or cancellation of the Class A Shares (with or without any payment in respect thereof), of the capital paid up on the Class A Shares shall be in accordance with the rights attaching to the Class A Shares and shall not involve a variation of such rights for any purpose and the Company shall be authorised at any time to reduce or cancel its capital (in accordance with the Act) without obtaining the consent of the holders of the Class A Shares.
• (h) Without prejudice to (f) and (g), the Company is authorised to reduce or cancel (or purchase shares in) its capital of any class or classes and such reduction or cancellation (or purchase) shall not involve a variation of any rights attaching to the Class A Shares for any purpose or require the consent of the holders of the Class A Shares.
• (i) The Class A Shares shall not be listed or traded on any stock exchange nor shall any share certificates be issued in respect of such shares. The Class A Shares shall not be transferable except in accordance with paragraph (j) below or with the written consent of the Al Noor Directors.
• (j) The Company may at any time (and from time to time) (subject to the provisions of the Act) without obtaining the sanction of the holder or holders of the Class A Shares:

(i) redeem all or any Class A Shares then in issue for consideration of not more than the aggregate amount of US\$0.01 for all such Class A Shares then being redeemed, the recipient of such sum being determined by the Al Noor Directors by lot; and

(ii) cancel all or any of the Class A Shares purchased or acquired by the Company in accordance with the Act.

11. subject to and conditional upon each of the resolutions set out in this Notice of General Meeting other than Resolutions 3, 5, 7 and 9 being passed by the requisite majority, to the allotment of the Class A Shares in accordance with Resolution 10 and to the Company's register of members having been written up accordingly, the share capital of the Company shall be reduced by cancelling and extinguishing all of the Class A Shares without any payment in respect thereof to the holders of such Class A Shares;

• 12. subject to and conditional upon each of the resolutions in this Notice of General Meeting other than Resolutions 3, 5, 7 and 9 being passed by the requisite majority, the amount of US\$137,099,479 currently attributed to the share premium account of the Company (as described in Part C of Part VI (Financial Information on Al Noor) of the Circular) be cancelled;
• 13. subject to and conditional upon (i) Completion and the Remgro Subscription, (ii) the New Shares having been allotted and issued and registered in the names of the persons entitled thereto in the register of members of the Company, and (iii) the accounting records of the Company having been updated to reflect the share premium arising on the allotment and issue of the New Shares:
• (a) the capital of the Company be reduced by cancelling and extinguishing the Existing Shares which are accepted by the Company as having been successfully tendered pursuant to the Tender Offer on the terms set out in Part IX (Terms of the Tender Offer) of the Circular (the ''Successfully Tendered Shares''); and
• (b) the share premium account of the Company be reduced to USD 1 billion, and in respect of such reduction of share capital and share premium account:

(i) all of the amount equal to the nominal value of the Successfully Tendered Shares cancelled pursuant to (a) above, and such part of the amount created by the reduction of share premium account pursuant to (b) above as may be required, be paid to the holders of the Successfully Tendered Shares, in an amount of £8.32 for each Successfully Tendered Share, in accordance with the terms of the Tender Offer set out in Part IX of the Circular; and

(ii) the balance (if any) of the amount created by the reduction of share premium account pursuant to (b) above be retained by the Company and transferred to the reserves of the Company to be available for future distributions by the Company from time to time or applied by the Company from time to time towards any other purpose to which such reserves may be applied. For the purposes of this resolution, ''Completion'', ''Existing Shares'', ''New Shares'', ''Remgro Subscription'' and ''Tender Offer'' shall each have the meaning given in the Circular;

• 14. subject to and conditional upon each of the resolutions set out in this Notice of General Meeting other than Resolutions 3, 5, 7 and 9 being passed by the requisite majority, and with effect from the Mediclinic Scheme becoming operative in accordance with its terms, the name of the Company be changed to Mediclinic International plc; and
• 15. subject to and conditional upon each of the resolutions set out in this Notice of General Meeting other than Resolutions 3, 5, 7 and 9 being passed by the requisite majority and with effect from the Mediclinic Scheme becoming operative in accordance with its terms, the articles of association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification (the ''New Articles'') be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the current articles of association of the Company.