Result of EGM

Primary Health Properties PLC
21 November 2002

PRIMARY HEALTH PROPERTIES PLC



The Board announces that the following resolutions were passed at the
Extraordinary General Meeting held today (21 November 2002).



Special Resolution- Amendment of Articles of Association



1.  Scrip dividends



The Board may, if authorised by an ordinary resolution of the Company, offer any
holders of ordinary shares the right to elect to receive ordinary shares,
credited as fully paid, instead of cash in respect of the whole (or some part,
to be determined by the Board) of any dividend specified by the ordinary
resolution.   The following provisions shall apply:



(i)                  an ordinary resolution may specify a particular dividend
(whether or not already declared) or may specify all or any dividends declared
or paid within a specified period, but such period may not end later than the
fifth anniversary of the date of the meeting at which the ordinary resolution is
passed;

(ii)                the entitlement of each holder of ordinary shares to new
ordinary shares shall be such that the relevant value of the entitlement shall
be as nearly as possible equal to (but no greater than) the cash amount of the
dividend that such holder elects to forgo.   For this purpose "relevant value"
shall be calculated by reference to the average of the middle market quotations
for the Company's ordinary shares as derived from the Daily Official List, on
the day on which the ordinary shares are first quoted "ex" the relevant dividend
and the four subsequent dealing days, or in such other manner as may be
determined by or in accordance with the ordinary resolution.   A certificate or
report by the Auditors as to the amount of the relevant value in respect of any
dividend shall be conclusive evidence of that amount and in giving such a
certificate or report the Auditors may rely on advice or information from
brokers or other sources of information as they think fit;

(iii)               no fraction of any ordinary share shall be allotted.   The
Board may make such provision as it thinks fit for any fractional entitlements
including provisions whereby, in whole or in part, the benefit thereof accrues
to the Company and/or under which fractional entitlements are accrued and/or
retained and in each case accumulated on behalf of any member and such accruals
or retentions are applied to the allotment by way of bonus to or cash
subscription on behalf of such member of fully paid ordinary shares and/or
provisions whereby cash payments may be made to members in respect of their
fractional entitlements;

(iv)              the Board, if it intends to offer an election in respect of
any dividend, shall give notice to the holders of ordinary shares of the right
of election offered to them, and specify the procedure to be followed which, for
the avoidance of doubt, may include an election by means of a relevant system
(as defined in the Uncertificated Securities Regulations 2001) and the place at
which, and the latest time by which, elections must be lodged in order for
elections to be effective;

(v)                the Board shall not proceed with any election unless the
Company has sufficient unissued shares authorised for issue and sufficient
reserves or funds that may be capitalised to give effect to it after the basis
of allotment is determined;

(vi)              the Board may exclude from any offer or make other
arrangements in relation to any holders of ordinary shares where the Board
believes that such exclusion or arrangement is necessary or expedient in
relation to legal or practical problems under the laws of, or the requirements
of any recognised regulatory body or any stock exchange in, any territory, or
the Board believes that for any other reason the offer should not be made to
them;

(vii)              the dividend (or that part of the dividend in relation of
which a right of election has been offered) shall not be payable on ordinary
shares in respect of which an election has been made (for the purposes of this
Article "the elected ordinary shares") and instead additional ordinary shares
shall be allotted to the holders of the elected ordinary shares on the basis of
allotment calculated as stated.   For such purpose, but subject always to the
restrictions of Article 139, the Board shall capitalise, out of any amount for
the time being standing to the credit of any reserve or fund (including the
revenue account) whether or not the same is available for distribution as the
Board may determine, a sum equal to the aggregate nominal amount of the
additional ordinary shares to be allotted on that basis and apply it in paying
up in full the appropriate number of unissued ordinary shares for allotment and
distribution to the holders of the elected ordinary shares on that basis;

(viii)           the additional ordinary shares when allotted shall rank pari
passu in all respects with the fully-paid ordinary shares then in issue except
that they will not be entitled to participation in the relevant dividend;

(ix)              unless the Board otherwise determines, or unless the
Uncertificated Securities Regulations 2001 and/or the rules of the relevant
system concerned otherwise require, the new ordinary share or shares which a
member has elected to receive instead of cash in respect of the whole (or some
part) of the specified dividend declared or paid in respect of his elected
ordinary shares shall be in uncertificated form (in respect of the member's
elected ordinary shares which were in uncertificated form on the date of the
member's election) and in certificated form (in respect of the member's elected
ordinary shares which were in certificated form on the date of the member's
election); and

(x)                the Board may also from time to time establish or vary a
procedure for election mandates, which, for the avoidance of doubt, may include
an election by means of a relevant system, under which a holder of ordinary
shares my elect in respect of future rights of election offered to that holder
under this Article until the election mandate is revokes in accordance with the
procedure; and

(xi)              notwithstanding the foregoing, the Board may at any time prior
to payment of the relevant dividend determine, if it appears to them desirable
to do so because of a change in circumstances, that the relevant dividend shall
be payable wholly in cash after all and if they so determine then all elections
made shall be disregarded.   The relevant dividend shall be payable wholly in
cash if the ordinary share capital of the Company ceases to be listed in the
Official List of the UK Listing Authority at any time prior to the due date of
issue of the additional shares or if the listing is suspended and not reinstated
by the date immediately preceding the due date of such issue.



Ordinary Resolution - Directors' Authority to offer shareholders the right to
receive shares in lieu of a cash dividend



2.       THAT, conditional upon the passing of Resolution 1 above, the Directors
be authorised to offer any holders of ordinary shares the right to elect to
receive ordinary shares credited as fully paid instead of cash in respect of the
whole or some part (to be determined by the Board) of any future dividends
declared or paid before 21 November 2007.



Special Resolution - Directors' Authority to allot shares



3.       To authorise the Directors, to exercise all powers of the Company to
allot relevant securities generally and unconditionally pursuant to Section 80
of the Companies Act 1985 (the "Act") up to an aggregate nominal amount of
£11,757,500 in connection with the Scheme referred to in resolution 2 above
during the period from the date of this resolution until 21 November 2007 at
which time such authority will expire except that the Company may before the
expiry of such period make an offer or agreement in connection with the Scheme
which would or might require relevant securities to be allotted after the expiry
of such period and the Directors may allot relevant securities in pursuance of
such offer or agreement as if the power conferred hereby had not expired (this
authority shall be in addition to all existing authorities under Section 80 of
the Act).













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