Takeover Offers

AdurBN99 6DA50.825222-0.330646Financial Services and Markets Act 2000COMPANIES ACT 2006Companies Act 20062025-04-092025-06-272025-07-042025-07-09TSO (The Stationery Office), customer.services@thegazette.co.uk492075864787

NOTICE OF RECOMMENDED INCREASED SHARES AND CASH OFFER BY PRIMARY HEALTH PROPERTIES PLC (“PHP”) FOR ASSURA PLC (“ASSURA”) PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006

Notice is hereby given in accordance with section 978(1)(c)(ii) of the Companies Act 2006 that a recommended increased shares and cash offer (the "Revised Offer") has been made by PHP to acquire all the issued and to be issued ordinary share capital of Assura. Under the Revised Offer, Assura Shareholders are entitled to receive 12.5 pence in cash and 0.3865 new ordinary shares of 12.5 pence each in the capital of PHP for each Assura Share. In addition, Assura Shareholders are entitled to receive a special dividend of 0.84 pence per Assura share conditional on the combination becoming unconditional. Furthermore Assura shareholders will retain, with no adjustment to the terms of the transaction, the Assura dividend of 0.84 pence per share paid on 9 April 2025 and receive the Assura dividend of 0.84 pence per share due to be paid on 9 July 2025.

The revised offer document, containing the terms of the Revised Offer and the procedures for acceptance (the "Revised Offer Document") was dated, published and posted to Assura shareholders on 27 June 2025.

Terms defined in the Revised Offer Document have the same meanings in this notice.

The Revised Offer Document may be inspected, and copies thereof may be obtained, during normal office hours at the offices of the Receiving Agent, Equiniti Limited, at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

This notice does not constitute, and must not be construed as, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities, pursuant to the Revised Offer or otherwise. The Revised Offer is being made solely on and subject to the terms set out in the Revised Offer Document and the Original Offer Document and, in the case of Assura Shareholders holding Assura Shares in certificated form, the Forms of Acceptance and Election, which together contain the full terms of the Revised Offer. Assura Shareholders should read the Revised Offer Document and Original Offer Document in conjunction with the Original Combined Circular and Prospectus and the Supplementary Prospectus and, in the case of Assura Shareholders holding Assura Shares in certificated form, the Forms of Acceptance and Election as each of these documents contains important information.

The Revised Offer is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, persons reading this notice or receiving copies of the Revised Offer Document, the Original Offer Document, the Forms of Acceptance and Election and any accompanying document (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation or who may otherwise intend to forward this notice, the Revised Offer Document, the Original Offer Document, the Forms of Acceptance and Election and any accompanying document must not, directly or indirectly, mail or otherwise distribute, forward, transmit or send them in or into a Restricted Jurisdiction, and doing so may invalidate any related purported acceptance of the Revised Offer. The availability of the Revised Offer to Assura Shareholders who are not resident in the United Kingdom, or who are citizens, residents or nationals of jurisdictions outside the United Kingdom or who are nominees of, or custodians or trustees for such persons, may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdictions.

The Combination relates to the shares of an English company and is subject to English procedural and disclosure requirements that are different from certain of those of the United States. The financial statements and other financial information included in the Revised Offer Document and the Original Offer Document have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Combination, since PHP and Assura are located in countries other than the United States, and all or some of their officers and directors may be residents of countries other than the United States. US holders of shares in PHP or Assura may not be able to sue PHP, Assura or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel PHP, Assura and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

It is intended that the Combination will be implemented by way of a takeover offer within the meaning of the Companies Act. The Revised Offer will not be subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. If made into the United States, the Revised Offer will be made in accordance with applicable requirements of Regulation 14E under the US Exchange Act. However, the Revised Offer will qualify for “Tier II” exemptions from the tender offer rules included in Regulation 14E under the US Exchange Act. Accordingly, the Revised Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law.

In accordance with normal United Kingdom market practice and to the extent permissible under applicable law or regulatory requirements, including Rule 14e-5 under the US Exchange Act (to the extent applicable), PHP and its affiliates or its brokers and its brokers' affiliates (acting as agents for PHP or its affiliates, as applicable) may from time to time whilst the Revised Offer remains open for acceptance make certain purchases of, or arrangements to purchase, Assura Shares outside the United States otherwise than under the Revised Offer, such as in the open market or through privately negotiated purchases. Such purchases, or arrangements to purchase, shall comply with applicable rules in the United Kingdom and the rules of the London Stock Exchange. Details about any such purchases will be available from a Regulatory Information Service and will be available on the London Stock Exchange website (www.londonstockexchange.com).

Any Assura Shareholder who is in any doubt as to what action they should take is recommended to seek their own personal financial advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if such person is taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 (as amended) or, if such person is in a territory outside the United Kingdom, from an appropriately authorised independent financial adviser.

The Revised Offer is made in respect of the entire issued and to be issued share capital of Assura. The Revised Offer is, by means of this notice, being notified to all persons located in Restricted Jurisdictions to whom the Revised Offer Document and Original Offer Document may not be dispatched. Any such persons may review a copy of the Revised Offer Document, the Original Offer Document and the relevant Second Form of Acceptance and Election during normal office hours at the offices of the Receiving Agent, Equiniti Limited at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

4 July 2025.