Primary Health Properties PLC — Proxy Solicitation & Information Statement 2021

Apr 13, 2021

Primary Health Properties PLC

Form of Proxy

Voting ID

Task ID

Shareholder Reference Number ("SRN")

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 4th floor, Greener House, 66-68 Haymarket, London SW1Y 4RF at 10:30 a.m. on Wednesday 12 May 2021 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.

	For*	Against*	Vote withheld*	Discretionary*
ORDINARY RESOLUTIONS
1. To receive the Annual Report for the year ended 31 December 2020
2. To approve the Directors' Remuneration report
3. To approve the rules of the Sharesave Plan
4. To approves the rules of the LTIP
5. To approve the establishment of an EBT
6. To approve the Company's dividend policy
7. To re-appoint Deloitte LLP as auditor
8. To authorise determination of the auditor's remuneration
9. To re-elect Steven Owen as a Director
10. To re-elect Harry Hyman as a Director
11. To re-elect Richard Howell as a Director
12. To re-elect Peter Cole as a Director
13. To re-elect Laure Duhot as a Director
14. To re-elect Ian Krieger as a Director
15. To authorise political donations
16. To authorise the Directors to issue shares
SPECIAL RESOLUTIONS
17. To disapply pre-emption rights
18. To grant an additional authority to disapply pre-emption rights
19. To approve the notice period for general meetings
20. To authorise the Directors to make market purchases

• 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.

PRIMARY HEALTH PROPERTIES PLC

Notice of availability

The Annual Report and Accounts 2020 and the Notice of Annual General Meeting are available to be viewed and downloaded on the Company's website: www.ahagrovp.co.uk/Investors/results-centre/. If you wish to receive electronic communications and manage your shareholding online please visit the website of our registrars, Equiniti, at www.shareview.co.uk and click to register at the top of the page. Printed copies of any shareholder communications may be requested from our registrars, Equiniti, on 0371 384 2030 from within the UK (or +44 121 415 7047 from outside the UK).

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Business Reply Plus
Licence Number
RTAK-EULR-BRYC
1
0
0
0
0
0
0
0
0
0
0
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Equiniti
Aspect House
Spencer Road
LANCING
BN99 8DN

Notes

1. 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 by 6:30 p.m. on 10 May 2021 (or, if the AGM is adjourned, by 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 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.

2. 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 or via the Lumi website at the AGM.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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 the address overleaf by no later than 10:30 a.m. on 10 May 2021.

11. If you have appointed a proxy and attend the AGM in person via the Lumi website and:

12. vote on a show of hands, all proxy votes will be disregarded; and/or

13. vote on a poll using your poll card, your vote in person will override the proxy votes.

14. 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.

15. 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.

16. The statement of the rights of shareholders in relation to the appointment of proxies in Notes 2 to 7 does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

17. 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 RA91, no later than 10:30 a.m. on 10 May 2021. Please see the notes to the Notice of Meeting for further information on proxy appointments through the CREST facility.

18. To register the appointment of a proxy electronically, log on to www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number printed on your proxy card below 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. on 10 May 2021.