THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE YOU SHOULD CONSULT AN INDEPENDENT FINANCIAL ADVISER WHO, IF YOU ARE TAKING ADVICE IN THE UNITED KINGDOM, IS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 OR, IF YOU ARE NOT IN THE UNITED KINGDOM, ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT ADVISER. IF YOU HAVE RECENTLY SOLD OR TRANSFERRED ALL OF YOUR SHARES IN ASSURA PLC THEN THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS SHOULD BE PASSED TO THE PERSON THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE. Assura plc (incorporated in England and Wales under the Companies Act 2006 with registered number 9349441) Directors: Registered office: Simon Laffin ( Non-executive Chairman ) The Brew House Jonathan Murphy ( CEO ) Greenalls Avenue Jayne Cottam ( CFO ) Warrington Jenefer Greenwood ( Non-executive Director ) Cheshire David Richardson ( Non-executive Director ) WA4 6HL Ed Smith ( Non-executive Director ) Jonathan Davies ( Non-executive Director ) Dear Shareholder 2018 Annual General Meeting I am pleased to be writing to you with details of our 2018 Annual General Meeting (“AGM”) to be held at the offices of CMS, Cannon Place, 78 Cannon Street, EC4N 6AF on 10 July 2018 at 11.00am. The notice convening the AGM is set out on pages 2 to 4 and contains the resolutions dealing with the business of the AGM. The Explanatory Notes for all business of the AGM are set out on pages 5 to 7. Voting Once again, voting on all resolutions to be proposed at the AGM will be by way of a poll as permitted by the Company’s articles of association. All resolutions apart from resolutions 12 to 15 are proposed as ordinary resolutions. An ordinary resolution will be passed on a poll if it is passed by shareholders representing a simple majority of the total voting rights of shareholders who (being entitled to do so) vote at the AGM. Resolutions 12 to 15 are proposed as special resolutions. A special resolution will be passed on a poll if it is passed by a majority of shareholders representing not less than 75% of the total voting rights of shareholders who (being entitled to do so) vote at the AGM. Action to be taken Shareholders will find enclosed with this document a Form of Proxy for use in connection with the AGM. Shareholders, whether or not they propose to attend the AGM in person, are requested to complete, sign and return the enclosed Form of Proxy, in accordance with the instructions printed thereon, so as to be received by the Company’s registrars, Link Asset Services, PXS1 34 Beckenham Road, Beckenham, Kent BR3 4ZF as soon as possible and, in any event, no later than 11.00 am on 6 July 2018. Completion and return of the Form of Proxy will not preclude shareholders from attending and voting at the AGM in person if they wish to do so (and are so entitled). Recommendation The Directors recommend all shareholders to vote in favour of all the resolutions – as the Directors intend to do in respect of their own shares (other than in respect of those resolutions in which they are interested) – and consider that they are in the best interests of the Company and the shareholders as a whole. Yours faithfully, Simon Laffin Non-executive Chairman
Notice of 2018 Annual General Meeting Notice is given that the 2018 Annual General Meeting of the shareholders of Assura plc (the “Company”) will be held at the offices of CMS, Cannon Place, 78 Cannon Street, EC4N 6AF on 10 July 2018 at 11.00am to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 11 will be proposed as ordinary resolutions and resolutions 12 to 15 will be proposed as special resolutions. 1 To receive the Company’s audited accounts and the reports of the Directors and the auditor for the financial year ended 31 March 2018. 2 To approve the Directors’ Remuneration Report for the financial year ended 31 March 2018. 3 To re-appoint Deloitte LLP as the Company’s auditor. 4 To authorise the Audit Committee of the Board of Directors to determine the auditor’s remuneration. 5 To elect Ed Smith as a Director of the Company, who was appointed by the Directors since the last Annual General Meeting. 6 To re-elect Jonathan Murphy as a Director of the Company. 7 To re-elect Jenefer Greenwood as a Director of the Company. 8 To re-elect David Richardson as a Director of the Company. 9 To elect Jayne Cottam as a Director of the Company, who was appointed by the Directors since the last Annual General Meeting. 10 To elect Jonathan Davies as a Director of the Company, who was appointed by the Directors since the last Annual General Meeting. 11 That the Directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares (“Allotment Rights”), but so that: (a) the maximum amount of shares that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £159,031,868, of which one-half may be allotted or made the subject of Allotment Rights in any circumstances and the other half may be allotted or made the subject of Allotment Rights pursuant to any rights issue (as referred to in the Listing Rules published by the Financial Conduct Authority) or pursuant to any arrangements made for the placing or underwriting or other allocation of any shares or other securities included in, but not taken up under, such rights issue; (b) this authority shall expire on 30 September 2019 or, if earlier, on the conclusion of the Company’s next annual general meeting; (c) the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry and the Directors may allot shares or grant Allotment Rights under any such offer or agreement as if the authority had not expired; and (d) all authorities vested in the Directors on the date of the notice of this meeting to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this meeting are revoked. 12 That, subject to the passing of resolution 11 in the notice of this meeting, the Directors are empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities, as defined in section 560 of that Act, pursuant to the authority conferred on them by resolution 11 in the notice of this meeting or by way of a sale of treasury shares as if section 561 of that Act did not apply to any such allotment, provided that this power is limited to: (a) the allotment of equity securities in connection with any rights issue or open offer (each as referred to in the Listing Rules published by the Financial Conduct Authority) or any other pre-emptive offer that is open for acceptance for a period determined by the Directors to the holders of ordinary shares on the register on any fixed record date in proportion to their holdings of ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject in each case to such exclusions or other arrangements as the Directors may deem necessary or appropriate in relation to fractions of such securities, the use of more than one currency for making payments in respect 2
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