Worldwide Healthcare Trust PLC

AGM Information • Jul 17, 2019

WORLDWIDE HEALTHCARE TRUST PLC (the "Company") Company Number. 3023689

The Full Text of the Resolutions passed as Special Business at the Annual General Meeting of the Company held on Tuesday, 9 July 2019

1. AUTHORITY TO ALLOT SHARES (Ordinary Resolution)

THAT in substitution for all existing authorities the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot relevant securities (within the meaning of section 551 of the Act) up to a maximum aggregate nominal amount of £1,325,756 and representing 5,303,027 shares of 25 aggregate nominal amat this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2020 or 15 months from the date of passing this resolution, whichever is the earlier, unless previously revoked, varied or passing the Company in General Meeting and provided that the Company shall renewed, by the osmpar to the expiry of such authority, an offer or agreement which would or might require relevant securities to be allotted after such expiry and the would of might relevant securities pursuant to such offer or agreement as if the authority conferred hereby had not expired.

2. DISAPPLICATION OF PRE-EMPTION RIGHTS (Special Resolution)

THAT in substitution of all existing powers (but in addition to any power conferred on THAT In Substitution of all existing powers (barnual General Meeting at this resolution is proposed ("Notice of Annual General Meeting")) the Directors which this resolution is propose (wered pursuant to Section 570 of the Companies be and are nereby generally orifyoworous p (within the meaning of Section 560 of the Act 2000 (the Act ) to allet oquity conferred on them by resolution 10 set out in Act) for cash pursualit to the authority of otherwise as if Section 561(1) of the Act did not apply to any such allotment:

• (a) pursuant to an offer of equity securities open for acceptance for a period fixed by the Directors where the equity securities respectively attribute to the interests of Diffectors where the "Equity" Securities" roops ("Shares") are proportionation to such noidels of Shares of 20p each in the Gompany ( en and by them but subject to such as may be) to the respective numbers of onarection with the issue as the Directors may consider necessary, appropriate or expedient to deal with equity securities consider "hecessary," approphate" or "oxportuners or practical problems arisings representing tractional entitlements of to acar with loggadory body or stock exchange, or any other matter whatsoever; and
• (b) provided that (otherwise than pursuant to sub-paragraph (a) above) this power shall provided that (otherwise than pursuant to cas parts an aggregate nominal value of be limited to the allothent of equity occare capital of the Company, and representing 5,303,027 Shares, and provided further that (i) the number of equity securities to which this power applies shall be reduced from time by the number of treasury which this power applies shall be reduced from the Directors by resolution 12 set out in the Notice of Annual General Meeting and (ii) no allotment of equity securities shall be made under this power which would result in Shares being issued securities shall be made than the net asset value per Share as at the latest practicable at a price which is less than the not equity securities as determined by the Directors in their reasonable discretion; and

and such power shall expire at the conclusion of the next Amual General Meeting of and Such power Shall expire at the ocholdion or 15 months from the date of the Company alter the passing of this roofically revoked, varied or renewed by the Company in general meeting and provided that the Company shall be entitled to make, prior to the expiry of such authority, an offer or agreement which would or might otherwise requiry securities to be allotted after such expiry and would of might otherwoo roquities pursuant to such offer or agreement as if the power conferred hereby had not expired.

3. DISAPPLICATION OF PRE-EMPTION RIGHTS (Special Resolution)

THAT in substitution of all existing powers (but in addition to any power conferred on THAT In Subothation of all only in the Notice of Annual General Meeting) the Directors them by rocerally empowered pursuant to Section 570 of the Companies be and are nereby generally omponsive of within the meaning of Section 560 of the Act 2000 (the 710t ) to on relovans such shares are held by the Company as treasury shares (as defined in Section 724 of the Act ("treasury shares")), for cash as if Section 561(1) of the Act did not apply to any such sale provided that:

• (a) where any treasury shares are sold pursuant to this power at a discount to the the then where any troasary onares of 25p each in the Company ("Shares"), "Shares"), " provaling not asset value than the discount to the net asset value ner Share at which the Company acquired the Shares which it then holds in treasury and (ii) not writer the Oompany acquiring diluted cum income net asset value per Share at the greater than 0% to the provailisms (and for this purpose the Directors shall be entitled to determine in their reasonable discretion the discount to their net asset entitled to determine in their reasonable the Company and the net asset value value at which such Onares were abquiled by mares are sold pursuant to this power); and
• (b) this power shall be limited to the sale of relevant shares having an aggregate nominal this power shall be limited to the sale of researce share capital of the Company and representing 5,303,027 Shares, and provided further that the number of relevant representing 5,303,027 Shares, and provided from time to time by the number of Shares to which are allotted for cash as if Section 561(1) of the Act did not apply Shares which are allotted for cash as if Society on the Directors by resolution 11 set out in the Notice of Annual General Meeting,

and such power shall expire at the conclusion of the next Annual General Meeting of and such power shall expire at the consideren on 15 months from the date of
the Company after the passing of this resolution or 15 months from the date of the Company alter the passing of this resolution revolusiv revoked, varied or passing this resolution, whichever is canier, and provided that the Company shall renewed by the Company in General Mccing anthority, an offer or agreement which be entitled to make, phor to the expiry of such addrently, and after such expiry and the would or might otherwise require treasury onares to such offer or agreement as if the power conferred hereby had not expired.

4. AUTHORITY TO REPURCHASE ORDINARY SHARES (Special Resolution)

THAT the Company be and is hereby generally and unconditionally authorised in THAT the Company be and is neredy generally generally of the "Act") to make one one of accordance with section 701 of the meaning of section 693(4) of the Act) of ordinary
more market purchases (within the meaning of section 693(4) (either for refention more market purchases (within the meaning or Shares") ("Shares") ("ither for retention shares of 25 pence each in the capital of the Ochipany ( Succellation), provided that:

• (a) the maximum aggregate number of Shares authorised to be purchased is 7,949,238 the maximum aggregate hambor of the issued share capital of the Company);
• (b) the minimum price (exclusive of expenses) which may be paid for a Share is 25 pence;
• (c) the maximum price (exclusive of expenses) which may be paid for a Share is an the maximum price (exclusive of expenses) wither migrage of the middle market quotations for a Share as derived from the Daily Official List of the London Stock quotations for a Share as denved from the Bully onceding the day on which that

Share is purchased and (ii) the higher of the price of the last independent trade in Shares and the highest then current independent bid for shares on the London Stock Shares and the mghool in Article 5(1) of Regulation No. 2233/2003 of the European Commission (Commission Regulation of 22 December 2003 implementing the Market Oommionen (Oomments exemptions for buyback programmes and stabilisation of financial instruments);

• (d) the authority hereby conferred shall expire at the conclusion of the Annual General the authority neroby oon to be held in 2020 or, if earlier, on the expiry of 15 months from the date of the passing of this resolution unless such authority is renewed prior to such time; and
• (e) the Company may make a contract to purchase Shares under this authority before the Company may make a contract to parences executed wholly or partic after the the expiry of such authority, whichay make a purchase of Shares in pursuance of any such contract.

5. GENERAL MEETINGS (Special Resolution)

THAT the Directors be authorised to call general meetings (other than the Annual General Meeting of the Company on not less than 14 clear days' notice, such General Meeting of the conclusion of the next Annual General Meeting of the authority to expire on the expiry of 15 months from the date of the passing of the resolution.

6. INCREASE IN LIMIT ON ANNUAL AGGREGATE DIRECTORS' FEES (Ordinary Resolution)

That Article 113 of the Articles of Association of the Company, concerning the limit on That Anticle 115 of the Articles of Association Directors, be amended by substituting "£350,000" for "£250,000".

7. INVESTMENT POLICY (Ordinary Resolution)

That the Investment Policy as set out in the Company's Annual Report and Financial That the Investment Policy as set out in the company of the meeting, be and Statements for the year ended of Maron 2016 and series existing Investment Policy.

8. CONTINUANCE OF THE COMPANY (Ordinary Resolution)

To approve the continuance of the Company as an investment trust for a further period of five years.

Certified as a true copy

For and on behalf of Frostrow Capital LLP Company Secretary

Authorised Signatory 16 July 2019