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Worldwide Healthcare Trust Plc
Worldwide Healthcare Trust PLC - Update statement regarding the re-election of two Directors at the 2024 Annual General Meeting (AGM)
15th November 2024, 14:59
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Worldwide Healthcare Trust PLC

15 November 2024

Update statement regarding the re-election of two Directors at the 2024 Annual
General Meeting (AGM).

All of the resolutions proposed at the Company's AGM on 10 July 2024 were passed
comfortably, although the votes in favour of the resolutions to re-elect Doug
McCutcheon and Sven Borho as Directors of the Company had more than 20% of votes
cast against the respective resolutions. The Board understands that some
shareholders deemed Mr. McCutcheon not to be independent due to his length of
service on the Board (11 years) and that Mr. Borho should not be a Director due
to his role as a Managing Partner at OrbiMed Capital LLC, the Company's
Portfolio Manager.

The Company is actively engaged with its shareholders on these and other
matters. Mr. McCutcheon, as Chair of the Board, Mr. Borho and Dr. Bina Rawal, as
Senior Independent Director on the Board, met with the Company's principal
shareholders ahead of the AGM. Since then, the programme of regular meetings
with shareholders has continued.

The Board shares the widely accepted view that length of service does not in
itself impair a director's ability to act independently. On the contrary, the
Board believes that long serving Directors' perspectives can add value to the
deliberations of the Board. As stated in this year's Annual Report, Mr.
McCutcheon was asked by the Board to take on the role of Board Chair from July
2022 for a period of three to five years. This was to oversee the renewal of the
Board composition, to provide continuity and to ensure an orderly succession. In
October of this year, the Company appointed two new additional Independent
Directors, Sian Hansen and William Hemmings. With these appointments, four of
the Company's six Independent Directors have joined the Board in the past 14
months. In light of the progress being made, while also enabling sufficient
overlap with the newly appointed directors, Mr. McCutcheon is now expected to
retire as Chair of the Company after four years at the 2026 AGM.

Mr. Borho was appointed a Director of the Company in June 2018. Mr. Borho is the
only Director deemed not to be independent by the Board. The Board believes that
the Company benefits from his extensive knowledge and experience in investment
matters. The Board routinely takes steps to avoid any potential conflicts of
interest. Each Board meeting includes a separate session for the independent
Directors only, which provides the opportunity for open discussion and
consideration of any areas where potential conflicts might be relevant. In
addition, Mr. Borho does not sit on any of the Board's Committees and he does
not receive a fee for serving as a Director.

-ENDS-

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