Spire Healthcare Group PLC — Proxy Solicitation & Information Statement 2021

Apr 8, 2021

Spire Healthcare

Spire Healthcare Group plc (09084066)

Notice of Annual General Meeting 2021

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or otherwise transferred all your shares in Spire Healthcare Group plc, please pass this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom you made the sale or transfer, for transmission to the purchaser or transferee.

The seventh annual general meeting of Spire Healthcare Group plc will be held at 3 Dorset Rise, London EC4Y 8EN on Thursday, 13 May 2021 at 2.00pm.

Due to the COVID-19 pandemic and the legislation and Government guidance prohibiting public gatherings and restricting non-essential travel, shareholders will not be able to attend the annual general meeting.

As shareholders will not be able to attend the annual general meeting this year, to ensure their votes are counted, shareholders are strongly encouraged to appoint the Chairman of the annual general meeting as their proxy. Any other person appointed as a proxy may be refused entry to the meeting.

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29 March 2021

Dear Shareholder, the seventh annual general meeting (the 'AGM' or the 'Meeting') of Spire Healthcare Group plc (the 'Company') will be held at 3 Dorset Rise, London EC4Y 8EN on Thursday, 13 May 2021 at 2.00pm.

Due to the COVID-19 pandemic and the legislation and Government guidance prohibiting public gatherings and restricting non-essential travel, shareholders will not be able to attend the AGM.

The Company continues to closely monitor the position in respect of COVID-19 and the health and well-being of our shareholders is vitally important to us. It is intended that the Meeting adheres to the Government's latest legislation and guidance prohibiting public gatherings and restricting non-essential travel and shareholders will not be admitted to the Meeting.

The business of the AGM will be kept as concise and efficient as possible. I would therefore strongly encourage shareholders to submit any questions in advance by e-mail to companysecretary@spirehealthcare.com. A summary of questions and responses will be put on the Company's website ahead of the Meeting. You should use the proxy facility available to appoint the Chairman of the Meeting to cast your vote for you.

I urge you to appoint the Chairman of the Meeting as your proxy online at www.sharevote.co.uk and further instructions are provided on the reverse of the enclosed form. Alternatively, complete, sign and return the enclosed proxy card to our registrar, Equiniti Limited ('Equiniti'). Proxy forms must be received by Equiniti no later than 2.00pm on Tuesday, 11 May 2021. If you hold your shares through a corporate sponsored nominee, you will need to cast your vote no later than 2.00pm on Monday, 10 May 2021.

Full details of the business of the AGM and the resolutions that will be put to Shareholders are set out in the enclosed Notice of the Meeting. Since our last annual general meeting Professor Cliff Shearman and Sir Ian Cheshire were appointed as Directors on 1 October 2020 and 4 March 2021 respectively. They will both stand for election as this is the first AGM since their appointment. I will not be seeking re-election at the AGM having announced my intention to step down from the Board. All of the remaining Directors will stand for re-election at the AGM in line with best practice. The biographies of all Directors standing for election or re-election can be found on pages 7 to 9 of the Notice of the Meeting.

All resolutions will be voted on a poll which ensures Shareholders' votes are counted according to the number of shares held. Following the conclusion of the Meeting the results of the poll will be announced via a regulatory information service and made available on the Company's website at www.spirehealthcare.com.

If you would like to receive notice of future general meetings electronically, please register through the online service provided by Equiniti at www.shareview.co.uk.

In the event that our AGM arrangements change through new Government guidance, the Company will issue a further communication via a regulatory information service.

Recommendation

Your Directors believe all the proposals to be considered at the Meeting to be in the best interests of the Company and its Shareholders as a whole. They therefore unanimously recommend Shareholders to vote in favour of each of these resolutions, as they intend to in respect of their own beneficial shareholdings.

Yours faithfully

Garry Watts
Chairman

Spire Healthcare Group plc
Notice of Annual General Meeting 2021

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Notice of the Annual General Meeting 2021

NOTICE IS HEREBY GIVEN that the seventh annual general meeting ('AGM' or the 'Meeting') of Spire Healthcare Group plc (the 'Company') will be held at 3 Dorset Rise, London EC4Y 8EN on Thursday, 13 May 2021 at 2.00pm for the transaction of the following business:

To consider and, if thought fit, to pass resolutions 1 to 18 below as ordinary resolutions and resolutions 19 to 22 below as special resolutions:

Ordinary Resolutions

1. THAT the report of the Directors and the audited accounts of the Company for the year ended 31 December 2020 be received (see Explanatory Notes on page 7).
2. THAT the Directors' remuneration report (excluding the Directors' remuneration policy) set out on pages 134 and 136, and pages 147 to 155 in the Annual Report and Accounts for the year ended 31 December 2020 be approved (see Explanatory Notes on page 7).
3. THAT the Directors' remuneration policy as set out on pages 137 to 146 in the Annual Report and Accounts for the year ended 31 December 2020 be approved (see Explanatory Notes on page 7).
4. THAT Mrs Adèle Anderson be re-elected a Director of the Company (see Explanatory Notes on page 7).
5. THAT Mr Martin Angle be re-elected a Director of the Company (see Explanatory Notes on page 7).
6. THAT Mr Justin Ash be re-elected a Director of the Company (see Explanatory Notes on page 7).
7. THAT Mr Tony Bourne be re-elected a Director of the Company (see Explanatory Notes on page 8).
8. THAT Professor Dame Janet Husband be re-elected a Director of the Company (see Explanatory Notes on page 8).
9. THAT Mrs Jenny Kay be re-elected a Director of the Company (see Explanatory Notes on page 8).
10. THAT Mr Simon Rowlands be re-elected a Director of the Company (see Explanatory Notes on page 8).
11. THAT Mr Jitesh Sodha be re-elected a Director of the Company (see Explanatory Notes on page 8).
12. THAT Dr. Ronnie van der Merwe be re-elected a Director of the Company (see Explanatory Notes on page 8).
13. THAT Sir Ian Cheshire be elected a Director of the Company (see Explanatory Notes on page 9).
14. THAT Professor Cliff Shearman be elected a Director of the Company (see Explanatory Notes on page 9).
15. THAT Ernst & Young LLP be reappointed as Auditor of the Company to hold office from the conclusion of the Meeting until the conclusion of the next annual general meeting of the Company at which accounts are laid (see Explanatory Notes on page 9).

16. THAT the Directors be authorised, subject to the passing of Resolution 15 above, to determine the Auditor's remuneration (see Explanatory Notes on page 9).

17. THAT the Company and those companies which are subsidiaries of the Company at any time during the period for which this Resolution has effect be authorised for the purposes of Part 14 of the Companies Act 2006 (the 'Companies Act') during the period from the date of the passing of this Resolution to the end of the next annual general meeting or 12 August 2022, whichever is the earlier:

(i) to make political donations to political parties, and/or independent election candidates;
(ii) to make political donations to political organisations other than political parties; and
(iii) to incur political expenditure,

up to an aggregate amount of £100,000, and the amounts authorised under paragraphs (i) to (iii) shall in each case also be limited to £100,000.

Words and expressions defined for the purposes of the Companies Act shall have the same meaning in this Resolution (see Explanatory Notes on page 9).

1. THAT the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act to exercise all the powers of the Company to allot shares or grant rights to subscribe for or convert any security into shares:

(a) up to an aggregate nominal amount (within the meaning of Section 551(3) and (6) of the Companies Act) of £1,336,942 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and
(b) comprising equity securities (as defined in Section 560(1) of the Companies Act) up to an aggregate nominal amount (within the meaning of Section 551(3) and (6) of the Companies Act) of £2,673,884 (such amount to be reduced by any allotments or grants made under (a) above) in connection with or pursuant to an offer or invitation by way of a rights issue. These authorisations shall expire at the end of the next annual general meeting or on 12 August 2022, whichever is the earlier, save that the Company may, at any time before such expiry, make any offer, agreement or other arrangement which would, or might, require shares to be allotted or rights to be granted after such expiry and the Board may allot shares, or grant rights to subscribe for or to convert any security into shares pursuant to any such offer, agreement or other arrangement as if the authorisations conferred hereby had not expired and provided that these authorisations shall be in substitution for and to the exclusion of all previous authorities conferred on the Directors to allot relevant securities.

For the purposes of this Resolution, 'rights issue' means an offer to Shareholders in proportion (as nearly as may be practicable) to their existing holdings, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject to such exclusions or other arrangements as the Directors may deem necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever (see Explanatory Notes on page 9).

Spire Healthcare Group plc
Notice of Annual General Meeting 2021

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Notice of the Annual General Meeting 2021 continued

Special Resolutions

1. THAT, subject to the passing of Resolution 18 above, the Directors be empowered pursuant to Sections 570(1) and 573 of the Companies Act to:

(a) allot equity securities (as defined in Section 560 of the Companies Act) of the Company for cash pursuant to the authority conferred by Resolution 18 above; and
(b) sell ordinary shares (as defined in Section 560(1) of the Act) held by the Company as treasury shares for cash,

as if Section 561 of the Companies Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

(i) in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authorisation granted under Resolution 18(b), by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale, but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or under any other matter whatsoever; and
(ii) in the case of the authorisation granted under Resolution 18(a) above (or in the case of any transfer of treasury shares) and otherwise than pursuant to paragraph (i) of this Resolution, up to an aggregate nominal amount of £200,540;

and shall expire at the end of the next annual general meeting or on 12 August 2022 whichever is earlier, save that the Company may, at any time before such expiry, make any offer, agreement or other arrangement which would, or might, require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Board may allot equity securities, or sell treasury shares pursuant to any such offer, agreement or other arrangement as if the power conferred hereby had not expired (see Explanatory Notes on page 10).

1. THAT, subject to the passing of Resolutions 18 and 19 above, and in addition to the power given by that Resolution 19, the Directors be given power pursuant to Sections 570(1) and 573 of the Companies Act to:

(a) allot equity securities (as defined in Section 560 of the Companies Act) of the Company for cash pursuant to the authority conferred by paragraph (a) of that Resolution 19 above; and
(b) sell ordinary shares (as defined in Section 560(1) of the Companies Act) held by the Company as treasury shares for cash,

as if Section 561 of the Companies Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares otherwise than pursuant to the said Resolution 19, up to an aggregate nominal amount of £200,540 and provided that the allotment is for the purposes of financing (or refinancing, if the power is used within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement

of Principles on Disapplying Pre-emption Rights most recently published by the Pre-emption Group prior to the date of the notice of the annual general meeting, and shall expire at the end of the next annual general meeting or on 12 August 2022, whichever is the earlier, save that the Company may, at any time before such expiry, make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired (see Explanatory Notes on page 10).

1. THAT the Company be generally and unconditionally authorised for the purposes of Section 701 of the Companies Act to make market purchases (within the meaning of Section 693(4) of the Companies Act) of any of its ordinary shares in the capital of the Company on such terms and in such manner as the Directors may determine from time to time, provided that:

(a) the maximum number of ordinary shares hereby authorised to be purchased is 40,108,261, representing 10 per cent. of the issued share capital of the Company as at 29 March 2021;
(b) the minimum price which may be paid for each ordinary share is £0.01, which amount shall be exclusive of expenses;
(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is an amount equal to the higher of:

(i) 105 per cent. of the average of the middle market quotations for the ordinary shares of the Company as derived from the Daily Official List of the London Stock Exchange Plc for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
(ii) the higher of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out, as stipulated by Regulatory Technical Standards adopted by the European Commission pursuant to Article 5(6) of the Market Abuse Regulation (EU) (No. 596/2014);
(d) unless previously renewed, revoked or varied by the Company in a general meeting, this authority shall expire at the end of the next annual general meeting or on 12 August 2022, whichever is earlier; and
(e) the Company may, before the expiry of this authority, make a contract to purchase ordinary shares which would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant to it, as if this authority had not expired (see Explanatory Notes on page 10).

1. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice (see Explanatory Notes on page 10).

By Order of the Board

Garry Watts

Chairman

29 March 2021

Registered office: 3 Dorset Rise, London EC4Y 8EN

Spire Healthcare Group plc

Notice of Annual General Meeting 2021

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Notes

1. Under current Government legislation and guidance prohibiting public gatherings and restricting non-essential travel, it will not be possible for shareholders to attend the meeting in person. Shareholders are strongly encouraged to appoint the Chairman of the Meeting as their proxy to cast their vote as they so indicate. Any other person appointed as a proxy may be refused entry to the AGM. On a poll vote, every Shareholder proxy shall have one vote for every ordinary share of which he is the holder.

2. The appointment of a proxy must be in writing in any usual or common form or in any other form which the Directors may approve and (i) in the case of an individual must either be signed by the appointor or his attorney; and (ii) in the case of a corporation must either be given under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation. Any signature on, or authentication of, such appointment need not be witnessed. Where an appointment of a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially or in some other way approved by the Directors must (failing previous registration with the Company) be submitted to the Company, failing which the appointment may be treated as invalid.

3. A Form of Proxy is enclosed with this Notice.

4. To be effective, the instrument appointing a proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must either be: (i) sent to the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; or (ii) lodged using the CREST Proxy Voting Service (see Note 9 below) in each case so as to arrive no later than 2.00pm on Tuesday, 11 May 2021 or, if the AGM is adjourned, 48 hours before the time fixed for the adjourned AGM. Alternatively, Electronic Proxy Appointment ('EPA') is available for the AGM. To use this facility, you must visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number shown on the Form of Proxy will be required to complete the procedure. EPA will not be valid if received after 2.00pm on Tuesday, 11 May 2021 and will not be accepted if found to contain a computer virus.

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those Shareholders registered in the register of members of the Company as at 6.30pm on Tuesday, 11 May 2021 will be entitled to vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of members after 6.30pm on Tuesday, 11 May 2021 will be disregarded in determining the rights of any person to vote at the AGM.

1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act ('Nominated persons'). Nominated persons may have a right under an agreement with the Shareholder on whose behalf they hold the shares to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

2. Entitlement to vote at the AGM, and the number of votes which may be cast at the AGM, will be determined by reference to the Company's register of members at 6.30pm on Tuesday, 11 May 2021 or, if the AGM is adjourned, at 6.30pm on the day two days before the day fixed for the adjourned AGM (as the case may be). In each case, changes to the register of members after such time will be disregarded.

3. As at 29 March 2021 (which is the last practicable date before the publication of this Notice) the Company's issued share capital consists of 401,082,619 ordinary shares, carrying one vote each on a poll. Therefore, the total voting rights in the Company as at 29 March 2021 were 401,082,619.

4. CREST Shareholders who wish to appoint a proxy through the CREST electronic proxy appointment service may do so for the AGM to be held on Thursday, 13 May 2021 and any adjournment(s) thereof by using the procedures described in the CREST Manual which can be viewed at www.euroclear.com. CREST personal Shareholders or other CREST sponsored Shareholders, and those CREST Shareholders who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

5. In order for the appointment of a proxy or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy, the revocation in appointment of a proxy or 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 RA19) by the latest time(s) for receipt of appointments of proxy specified in Note 4 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp 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 a proxy appointed through CREST should be communicated to the appointed Proxy by other means.

6. CREST Shareholders (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST Shareholder concerned to take (or, if the CREST Shareholder is a CREST personal Shareholder or sponsored Shareholder or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) 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 Shareholders (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

7. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

8. Any corporation which is a Shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers, provided that if two or more representatives purport to vote in respect of the same shares: (i) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and (ii) in other cases, the power is treated as not exercised. Given that current restrictions prohibit attendance at the AGM, corporations should consider appointing the Chairman of the AGM as a proxy to ensure their votes can be cast in accordance with their wishes.

Spire Healthcare Group plc

Notice of Annual General Meeting 2021

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Notes continued

1. Shareholders should note that under Section 527 of the Companies Act it is possible that Shareholders meeting the threshold requirements set out in that section may require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an Auditor of the Company appointed for the financial year ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the Shareholder requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the Companies Act. Where the Company is required to place a statement on the website under Section 527 of the Companies Act, it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act to publish on a website.

2. Due to the COVID-19 pandemic and Government legislation and guidance prohibiting public gatherings and restricting non-essential travel, shareholder attendance at the AGM is no longer possible. Shareholders are encouraged to submit any questions in advance by e-mail to companysecretary@spirehealthcare.com. A summary of questions and responses will be put on the Company's website ahead of the Meeting. As shareholders will not be able to attend the annual general meeting this year, to ensure their votes are counted, shareholders are strongly encouraged to appoint the Chairman of the annual general meeting as their proxy. Any other person appointed as a proxy may be refused entry to the meeting.

3. Shareholders have the right, under Section 338 of the Companies Act, to require the Company to give Shareholders entitled to receive notice of the AGM, notice of a resolution which the Shareholders wish to be moved at the Company's AGM. Additionally, Shareholders have the right under Section 338A of the Companies Act to require the Company to include a matter (other than a proposed resolution) in the business to be dealt with at the AGM. The Company is required to give such notice of a resolution or include such matter once it has received requests from Shareholders representing at least 5% of the total voting rights of all the Shareholders who have a right to vote at the AGM or from at least 100 Shareholders with the same right to vote who hold shares in the Company on which there has been paid up an average sum per Shareholder of at least £100. A resolution may properly be moved or a matter may properly be included in the business unless:

(i) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise),

(ii) it is defamatory of any person; or

(iii) it is frivolous or vexatious.

Such a request may be in hard copy form or electronic form and must be received by the Company not later than six clear weeks before the AGM or, if later, the time at which notice is given of the AGM. In the case of a request relating to Section 338A of the Companies Act, the request must be accompanied by a statement setting out the grounds for the request.

1. In accordance with Section 311A of the Companies Act, the contents of this Notice of Meeting, details of the total number of shares in respect of which Shareholders are entitled to exercise voting rights at the AGM, details of the total number of the voting rights that Shareholders are entitled to exercise at the AGM and, if applicable, any Shareholders' statements, Shareholders' resolutions or Shareholders' matters of business received by the Company after the date of this Notice will be available on the Company's website at www.spirehealthcare.com.

2. Email addresses provided in this Notice of Meeting or any related documents (including the Form of Proxy) should not be used to communicate with the Company for any purposes other than those expressly stated.

3. Each of the resolutions to be put to the meeting will be voted on by poll. This is a more transparent method of voting as Shareholders' votes are counted according to the number of shares held. As soon as practicable after the AGM the results of the poll (and other information required by Section 341 of the Companies Act) will be announced via a regulated information service and made available on the Company's website at www.spirehealthcare.com.

4. Copies of all contracts of service or, where applicable, letters of appointment of the Directors are available for inspection during business hours at the registered office of the Company. So that appropriate arrangements can be made for shareholders wanting to inspect documents, we request that shareholders contact the Company Secretary at companysecretary@spirehealthcare.com in advance of any visit to ensure that access can be arranged. Any such access will be subject to health and safety requirements and any limits on gathering and social distancing and any other measures imposed or recommended by the UK Government.

5. Only Shareholders of ordinary shares (or their proxy) are entitled to vote at the AGM.

6. This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or otherwise transferred all your shares in Spire Healthcare Group plc, please pass this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom you made the sale or transfer, for transmission to the purchaser or transferee.

Spire Healthcare Group plc

Notice of Annual General Meeting 2021

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Explanatory Notes to Business of the Annual General Meeting 2021

Ordinary and Special Resolutions

Resolutions 19 to 22 are special resolutions; the remainder are ordinary resolutions. Ordinary resolutions require a simple majority of Shareholders voting in person or by proxy to pass the resolutions, whereas special resolutions require at least 75% of Shareholders voting in person or by proxy to pass the resolutions.

Items of business

Receipt of 2020 Annual Report (Resolution 1)

Resolution 1 deals with the receipt of the Directors' report and audited accounts of the Company.

Remuneration Report (Resolution 2)

In accordance with the provisions of the Companies Act the Directors' Remuneration Report contained within the 2020 Annual Report comprises:

• an Annual Statement from the Remuneration Committee chair, Tony Bourne; and
• the Annual Report on Remuneration.

Resolution 2 seeks Shareholder approval for the Directors' Remuneration Report as set out on pages 134 and 136, and pages 147 to 155 (inclusive) of the 2020 Annual Report. This vote by ordinary resolution is advisory only.

Director's Remuneration Policy (Resolution 3)

Resolution 3 seeks Shareholder approval for the Directors' Remuneration Policy as set out on pages 137 and 146 (inclusive) of the 2020 Annual Report. This vote by ordinary resolution is binding.

Election of Directors (Resolutions 4 to 14)

All the Directors with the exception of Garry Watts will retire and offer themselves for election or re-election at the AGM in accordance with the Company's Articles of Association and the UK Corporate Governance Code (which recommends that all Directors of FTSE 350 companies be subject to annual election by Shareholders).

The Company completed a formal evaluation of the Board's performance and effectiveness in 2020 in relation to the fulfilment of its duty to act in the long-term interest of the Company on behalf of its Shareholders (while also having due regard for other stakeholders). This was facilitated by Lintstock Ltd. The Company concluded that the Board was operating effectively, in an open and transparent manner, and providing support and challenge to senior management. Each Non-Executive Director has shown sufficient time commitment to the role. As such, the Chairman recommends the election or re-election of each of the Directors standing.

The biographies on pages 120 to 123 contain details of the individual skills and experience that each Director brings to the Board and why they contribute to the long-term sustainable success of the Company.

Adèle Anderson, Independent Non-Executive Director

A C N

Adèle Anderson was appointed an independent Non-Executive Director in July 2016.

Current external appointments

• member of the audit committee of the Wellcome Trust

Skills and previous experience

Adèle has gained extensive financial experience throughout her career and has significant knowledge of audit committees. Until July 2011, she was a partner at KPMG LLP and held a number of senior roles across their business including chief financial officer of KPMG UK, chief executive officer of KPMG's captive insurer and chief financial officer of KPMG Europe. Adèle was a non-executive director and chair of the audit committees of easylet plc until February 2019, and intu properties plc until October 2019.

Martin Angle, Deputy Chairman and Senior Independent Director

A D N R

Martin Angle was appointed as Deputy Chairman and Senior Independent Director in May 2019, having initially joined the Board as an independent Non-Executive Director in March 2019.

Current external appointments

• deputy chairman and senior independent director of Gulf Keystone Petroleum plc
• Honorary Professor, College of Social Sciences and International Studies, University of Exeter

Skills and previous experience

Martin has previously held a number of non-executive positions including with Pennon Group plc and its separately regulated subsidiary South West Water, Savills Plc (senior independent director), National Exhibition Group (chairman), Severstal, then a world top ten steel company listed in London, Dubai International Capital, and Shuaa Capital, then the only listed Gulf investment bank.

In his earlier executive career, he held a number of senior positions in investment banking with S.G. Warburg & Co, Morgan Stanley where he headed UK M&A, and Kleinwort Benson, before becoming Group Finance Director of TI Group, then a FTSE 100 with worldwide engineering activities.

Martin subsequently joined Terra Firma Capital Partners as an operating managing director where he held a number of senior roles in its portfolio companies including Le Meridien Hotel Group (executive deputy chairman and acting chairman) and the Waste Recycling Group (executive chairman), then one of the leading UK waste management businesses. He is a chartered accountant and a graduate in physics from the University of Warwick.

Justin Ash, Chief Executive Officer

C D E

Justin Ash was appointed Chief Executive Officer and an Executive Director in October 2017.

Current external appointments

• non-executive chairman of The New World Trading Company Co.
• member of the strategic council of Independent Healthcare Providers Network
• member of the working advisory group of the National Guardian's Office

Skills and previous experience

Justin was previously chief executive of Oasis Dental Care between 2008 and 2017, before leading its sale to Bupa. Prior to this, he was managing director of Lloyds Pharmacy and has held several other senior retail positions including general manager of KFC in the UK/Ireland, and commercial director of Allied Domecq Spirits and Wines (Europe). Justin was previously a senior consultant with Bain and Company in London and Paris, and a non-executive board member and chair of the audit and risk committee of Al Nadhi Medical Company. He was chair of Independent Healthcare Providers Network until December 2020.

Spire Healthcare Group plc

Notice of Annual General Meeting 2021

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Explanatory Notes to Business of the Annual General Meeting 2020 continued

Tony Bourne, Independent Non-Executive Director
A C B

Tony Bourne was appointed an independent Non-Executive Director in June 2014.

Current external appointments

• non-executive director of Barchester Healthcare Limited
• non-executive director of Sensyne Health Plc
• non-executive director of Totally plc
• non-executive chairman of CW+ (the Chelsea and Westminster Hospital NHS Foundation Trust charitable trust)

Skills and previous experience

Tony brings considerable knowledge of the healthcare industry to his role having been chief executive of the British Medical Association for nine years until 2013. Prior to this he was in investment banking for over 25 years, including as a partner at Hawkpoint, an independent corporate finance advisory firm, and as global head of the equities division and a member of the managing board of Paribas. Tony has also previously served as a non-executive director of Bioquell Plc, Southern Housing Group, and the charity, Scope.

Dame Janet Husband, Independent Non-Executive Director
A C N

Dame Janet Husband was appointed an independent Non-Executive Director in June 2014.

Current external appointments

• Emeritus Professor of Radiology at the Institute of Cancer Research

Skills and previous experience

Having trained in medicine at Guys Hospital Medical School, Dame Janet's extensive career in healthcare allows her to bring invaluable insight and knowledge of the industry.

Janet has previously served as a non-executive director and special adviser to the Royal Marsden NHS Foundation Trust, a Specially Appointed Commissioner to the Royal Hospital Chelsea and chair of the National Cancer Research Institute. She was elected President of the Royal College of Radiologists in 2004 and also served as vice chair of the Academy of Medical Royal Colleges.

These appointments followed a long career as a professor of radiology at the Institute of Cancer Research and Royal Marsden Hospital during which Dame Janet gained global recognition for her pioneering research in cancer imaging. Prior to retirement from clinical practice, she was appointed medical director of the Royal Marsden where she worked closely with senior management to develop a programme of robust clinical governance and continuous improvement in the quality of patient services.

Key to committees

A Audit and Risk Committee
C Clinical Governance and Safety Committee
D Disclosure Committee
N Nomination Committee
R Remuneration Committee
E Executive Committee
C Committee chair

Jenny Kay, Independent Non-Executive Director
C R

Jenny Kay was appointed an independent Non-Executive Director in June 2019. She has been designated Spire's Non-Executive Director Lead for Safeguarding and the Board's Freedom to Speak Up Guardian.

Skills and previous experience

Jenny brings extensive experience as a front line registered nurse and subsequent experience in senior management and board roles across the NHS including as Director of Nursing in a successful acute Trust in Kent. She was a senior independent director at East London NHS Foundation Trust until the end of December 2020. Jenny also worked at the Department of Health in the Chief Nursing Officer's team, leading on communications. Additionally, Jenny has experience as Director of Quality in a Clinical Commissioning Group.

Jenny's clinical background is in children's nursing. She was a ward sister at King's College Hospital for many years, specialising in care for children with liver disease and children requiring intensive care. Jenny trained at St Thomas' (RGN) and Guy's Hospitals (RSCN).

Before commencing her nursing career, Jenny studied languages at Durham University and she also has a Master's degree in Business Administration from the Bristol Business School.

Simon Rowlands, Independent Non-Executive Director
R

Simon Rowlands was appointed a Non-Executive Director in June 2014.

Current external appointments

• non-executive director of MD Medical Group Investment plc, Russia
• non-executive director of Alfa Medical Group, Egypt
• founding partner of Africa Platform Capital
• member of University of Cranfield Council and chairman of the School of Management Advisory Board

Skills and previous experience

Simon's extensive knowledge of the Company and its markets, combined with his wise counsel over a number of years, were among the reasons he was asked to continue to serve as a member of the Board following Cinven's sale of their shareholding in 2015.

He was a founding partner of the private equity firm Cinven until 2013, establishing and leading its healthcare team, and then served as a senior adviser until 2017. Simon founded a new private equity firm in 2016 focused on healthcare and disruptive technology in Africa. Prior to joining Cinven, he worked with an international consulting firm on multidisciplinary engineering projects in the UK and southern Africa.

Jitesh Sodha, Chief Financial Officer
D E

Jitesh Sodha was appointed Chief Financial Officer and an Executive Director in October 2018.

Skills and previous experience

Jitesh graduated from New College, Oxford with a degree in Philosophy, Politics and Economics, and is a CIMA qualified accountant. He has worked in a range of businesses with an international footprint, most recently as chief financial officer of De La Rue plc. He was previously chief financial officer of Greenergy International, Mobilestreams Plc, where he led the IPO, and T-Mobile International UK.

Dr. Ronnie van der Merwe, Non-Executive Director
N

Dr. Ronnie van der Merwe was appointed as a Non-Executive Director in May 2018. The Company does not consider Ronnie to be independent as he has been appointed to the Board by the Company's principal shareholder, Mediclinic International PLC, under the terms of the relationship agreement with them.

Spire Healthcare Group plc
Notice of Annual General Meeting 2021

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Spire Healthcare Group plc
Notice of Annual General Meeting 2021

Current external appointments

• chief executive officer of Mediclinic International PLC

Skills and previous experience

Ronnie is a specialist anaesthetist who worked in the medical insurance industry before joining the Mediclinic Group in 1999 as Clinical Manager. He established the Clinical Information, Advanced Analytics, Health Information Management and Clinical Services functions at Mediclinic, and subsequently served as the Mediclinic Group's Chief Clinical Officer. He was appointed as an executive director of Mediclinic International Limited in 2010 up until the combination of the businesses of the Company (then Al Noor Hospitals Group plc) and Mediclinic International Limited.

Sir Ian Cheshire, Chairman-designate

Sir Ian Cheshire joined Spire Healthcare as Chairman-designate in early March 2021 and will become Chairman at the conclusion of its next annual general meeting on 13 May 2021.

Current external appointments

• chairman of Menhaden plc
• non-executive director of Barclays Bank plc
• non-executive director of BT Group plc
• trustee of Institute for Government

Skills and previous experience

Sir Ian brings to Spire Healthcare considerable FTSE experience, deep understanding of the government-business interface and broad ESG credentials which are important to the Company's strategy and long-term sustainable success. He was chairman of Barclays Bank UK until December 2020 and was also previously group chief executive of Kingfisher and senior independent director and remuneration committee chair of Whitbread. Sir Ian held a variety of posts whilst at Kingfisher from 1998 to 2014, including chief executive of B&Q from 2005 to 2008 and group chief executive from 2008 to 2014. He is involved with many charitable organisations, such as The Prince of Wales's Charitable Foundation, and has also worked with various Government departments.

Professor Cliff Shearman, Independent Non-Executive Director

Professor Cliff Shearman was appointed an independent Non-Executive Director in October 2020.

Current appointments

• Emeritus Professor of Vascular Surgery, University of Southampton
• non-executive director of University Hospitals Dorset NHS Foundation Trust
• vice president, a member of the council and trustee of the Royal College of Surgeons of England (until July 2021)

Skills and previous experience

Cliff Shearman was a Consultant Vascular Surgeon for 26 years, initially in Birmingham and then in Southampton, and Professor of Vascular Surgery at the University of Southampton. His research interests focus on factors that lead to diabetic vascular disease and how to improve the clinical outcomes for people with diabetes.

Cliff was a clinical service director and associate medical director in the University Hospital Southampton. At a national level he was president of the Vascular Society of Great Britain and Ireland and was part of the team that separated vascular surgery from general surgery, leading to a new speciality, centralisation of services and a new training programme for vascular surgeons. These changes have been associated with dramatic improvements in outcomes for patients. Cliff continues to work to help improve outcomes for people who have diabetes and develop complications affecting their feet, a common cause of amputation in the UK. He is a member of the National Diabetes Foot Audit Steering Group.

Reappointment of Auditor and authorisation of Directors to determine its remuneration (Resolutions 15 and 16)

Resolutions 15 and 16 deal, respectively, with the reappointment of Ernst & Young LLP as Auditor of the Company and the authorisation of the Directors to determine its remuneration for the current financial year. The level of remuneration paid in 2020 by way of audit fees to the Auditor, together with the amounts paid in respect of non-audit fees, are shown in note 4 on page 185 of the 2020 Annual Report and Accounts.

Authority for the Company to incur political expenditure (Resolution 17)

Resolution 17 is an ordinary resolution which authorises the Company and its UK subsidiaries to make political donations and to incur political expenditure. The Companies Act requires companies to obtain Shareholders' authority for donations to registered political parties, other political organisations and independent election candidates totalling more than £5,000 in any 12-month period, and for any political expenditure, subject to limited exceptions. The definitions of 'donations', 'political organisations', 'independent election candidates' and 'political expenditure' are very wide in this context and there is concern that they may have had the effect of covering a number of normal business activities that would not be thought to be political donations in the usual sense.

As required by the Companies Act, the resolution is in general terms and does not purport to authorise particular donations. It remains the policy of the Company not to make political donations or incur political expenditure as those expressions are normally understood, and the Company has no present intention of using such authority granted. This was previously approved by Shareholders at the annual general meeting in May 2020.

Hence, to avoid inadvertent infringement of the Companies Act, the Directors are again seeking Shareholders' authority for the Company and its subsidiaries to make political donations and to incur political expenditure during the period from the passing of the resolution until the conclusion of the Company's next annual general meeting or 12 August 2022, whichever is the earlier, up to a maximum aggregate amount of £100,000.

Directors' authority to allot shares (Resolution 18)

Under the Companies Act the Directors may only allot unissued shares and grant rights to subscribe for, or convert any security into shares if authorised to do so by the Shareholders in a general meeting. The authority conferred on the Directors at last year's annual general meeting held on 14 May 2020 under Section 551 of the Companies Act to allot shares expires on the date of the AGM.

Resolution 18, part (a), thus seeks new authority to allow the Directors to allot shares or grant rights to subscribe for or convert any security into shares: (a) up to an aggregate nominal amount of £1,336,942; and (b) in connection with a fully pre-emptive rights issue up to an aggregate nominal amount (reduced by allotments under part (a) of the resolution) of £2,673,884.

These amounts represent no more than one third and two thirds respectively of the Company's total issued share capital as at 29 March 2021 (being the latest practicable date prior to publication of this document). The authorities granted in Resolution 18 will expire on the date of the Company's next annual general meeting or 12 August 2022, whichever is the earlier.

The Investment Association guidance on the Directors' authority to allot permits resolutions seeking authority to allot shares representing two-thirds of the Company's issued share capital, provided that the extra authority (i.e. that provided by part (b) of Resolution 18) shall only be used to allot shares pursuant to a fully pre-emptive rights issue.

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Explanatory Notes to Business of the Annual General Meeting 2021 continued

The Company has no present intention of undertaking a rights issue, or of allotting new shares other than in connection with any outstanding share option awards. However, if they do exercise the authority, the Directors intend to follow emerging best practice as regards its use as recommended by the Investment Association. The Company's Directors intend to renew this authority annually.

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. If this authority – as set out in part (b) of Resolution 18 – was used, the Board anticipates that all Directors would submit themselves for re-election at the subsequent annual general meeting.

Special Resolutions

Disapplication of pre-emption rights (Resolution 19)

Following on from Resolution 18, Resolution 19 would give the Directors additional authority from Shareholders to allot equity securities or sell treasury shares for cash otherwise than to existing Shareholders pro rata to their holdings. The authority granted at the last annual general meeting is due to expire at the end of this year's annual general meeting. Accordingly, a special resolution will be proposed at this year's annual general meeting to renew such authority.

Apart from offers or invitations in proportion to the respective number of shares held, the power will be limited to the allotment of equity securities and the sale of treasury shares for cash up to an aggregate nominal value of £200,542 (which represents five per cent. of the Company's issued share capital as at 29 March 2021, being the latest practicable date prior to the publication of this document). If given, this authority will expire on the date of the Company's next annual general meeting or 12 August 2022, whichever is the earlier. This authority is in line with the guidance issued by the Investment Association and The Pensions and Lifetime Savings Association.

The Directors will have due regard to institutional guidelines in relation to the exercise of this authority, in particular the requirement for advance consultation and explanation before making any non-preemptive cash issue pursuant to this resolution which exceeds 7.5 per cent. of the Company's issued share capital in any rolling three-year period. The Directors do not have any present intention of exercising this authority, but consider it desirable to have the flexibility to use it should opportunities arise.

Disapplication of pre-emption rights for an acquisition or specified capital investment (Resolution 20)

The Directors are again seeking this year a power from Shareholders to allot equity securities or sell treasury shares for cash otherwise than to existing Shareholders pro rata to their holdings, to reflect the Pre-emption Group 2015 Statement of Principles for the disapplication of pre-emption rights (the 'Statement of Principles'). Accordingly, Resolution 20 will be proposed as a special resolution to grant such a power. The power will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal value of £200,542 (which represents five per cent. of the Company's issued ordinary share capital at 29 March 2021, being the latest practicable date prior to publication of this Notice).

This is in addition to the five per cent. referred to in Resolution 18. If given, this power will expire on the date of the Company's next annual general meeting or 12 August 2022, whichever is the earlier. The Directors will have due regard to the Statement of Principles in relation to any exercise of this power and in particular they confirm that they intend to use this power only in connection with an acquisition or specified capital investment (within the meaning of the Statement of Principles from time to time) which is announced contemporaneously with the issue, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue.

Authority for the Company to purchase its own shares (Resolution 21)

Resolution 21 to be proposed at the annual general meeting will give the Company the authority to purchase up to 40,108,261 ordinary shares (which represents 10 per cent. of the Company's issued ordinary share capital as at 29 March 2021, being the latest practicable date prior to the publication of this document). The maximum and minimum prices are stated in the Resolution. This would give the Company the ability to buy and sell treasury shares quickly and cost effectively and provide the Company with additional flexibility in the management of its capital base. The Directors have no present intention of exercising this authority and, in the event that market purchases were made, the shares would be cancelled and the number of shares in issue reduced accordingly or, in accordance with the Companies Act, retained as treasury shares. The authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and would be likely to promote the success of the Company for the benefit of its Shareholders as a whole. These regulations enable companies to hold repurchased shares as treasury shares with a view to possible re-sale at a future date rather than having to cancel them. This authority is in line with the Listing Rules of the Financial Conduct Authority and the Investment Association's guidance.

Authority for the Company to call a general meeting on 14 clear days' notice (Resolution 22)

Under the Companies Act, the notice period required for all general meetings of the Company is 21 days. Annual general meetings will always be held on at least 21 clear days' notice but Shareholders can approve a shorter notice period for other general meetings, as long as this is not less than 14 clear days.

Resolution 22 is a special resolution which will preserve the ability of the Company to call general meetings (other than an annual general meeting) on 14 clear days' notice. The Company does not propose to use this reduced notice period as a matter of routine, but wishes to maintain the flexibility to do so where it is merited by the business of the meeting (for example because the matter to be discussed is time sensitive) and is thought to be to the advantage of Shareholders as a whole. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

The Company will also need to meet the requirements for electronic voting under the Companies (Shareholders' Rights) Regulations 2009 in order to be able to call a general meeting on 14 clear days' notice.

Spire Healthcare Group plc
Notice of Annual General Meeting 2021

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Glossary

Definitions

'2020 Annual Report'	The annual report and accounts of the Company for the year ended 31 December 2020	'Director'	A director of the Company
'AGM' or the 'Meeting'	The 2021 annual general meeting, notice of which is contained in this document	'Listing Rules'	The listing rules produced by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000, as amended
'Board'	The board of directors of the Company	'Notice'	This notice of the 2021 annual general meeting
'Companies Act'	The Companies Act 2006	'share'	An ordinary share of 1 pence each in the capital of the Company
'Company'	Spire Healthcare Group plc, registered in England and Wales with company number 09084066	'Shareholder'	A holder of Shares

Spire Healthcare Group plc

Notice of Annual General Meeting 2021

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Spire Healthcare Group plc
3 Dorset Rise, London
EC4Y 8EN
Company number: 09084066
Registered in England and Wales
spirehealthcare.com