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Distribution of Disposal Circular and notice of General Meeting

Published: 2023-02-24 12:00:25 ET
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                                                    ADVANCED HEALTH LIMITED
                                            (Incorporated in the Republic of South Africa)
                                               (Registration number 2013/059246/06)
                                                    (“the Group” or “Advanced”)
                                                       ISIN Code: ZAE000189049
                                                             JSE Code: AVL



 Distribution of Disposal Circular and notice of General Meeting


1. Introduction
Shareholders are referred to the detailed terms and cautionary announcement released on SENS on 23 December 2022 and the Firm
Intention Announcement released on 30 January 2023, in which shareholders were advised that PresMed BidCo Pty Limited entered
into a binding Share Sale Agreement (“SSA”) on 23 December 2022 (“Signature Date”) to purchase 100% of the shares within PresMed
Australia Pty Limited (“PMA”), the Australian subsidiary of Advanced Health, from Advanced Health and other PMA shareholders (the
“Transaction” or “Disposal”). PresMed BidCo Pty Limited is an entity owned by ICG Asia Pacific Fund IV (a USD 1.1 billion fund managed
by London Stock Exchange listed Intermediate Capital Group plc (“ICG”)) and a consortium of management and medical shareholders
(the “Consortium”). Pursuant to the Transaction, Advanced Health will dispose of 635,274 issued ordinary PMA shares (representing
its entire equity interest, being 56.44% of PMA’s shares for a total transaction consideration of AUD45.2 million (approximately
ZAR522.0 million).

2.Distribution of Disposal Circular
Shareholders are advised that the circular providing shareholders with relevant information regarding the Disposal (the “Disposal
Circular”) was distributed to shareholders today, 24 February 2023.

The Disposal Circular is available on the Company website: www.advancedhealth.co.za

Notice of General Meeting
Notice is hereby given that the General Meeting (“GM”) of ordinary shareholders will be held at 10:00 on Tuesday, 28 March 2023, at
Building 3, 2nd Floor, Walker Creek Office Park, 90 Florence Ribeiro Avenue, Muckleneuk, Pretoria, to transact the business as stated
in the Notice of General Meeting forming part of the Disposal Circular.

The salient dates and times regarding the Disposal and GM meeting are set out below:


                                                                                                                                     2023

   Record date to determine which shareholders are eligible to receive this Circular                                   Friday, 17 February

   Posting of this Circular including notice of general meeting to shareholders                                        Friday, 24 February


   Last day to trade in Advanced Health ordinary shares in order to be recorded in the register to                     Tuesday, 14 March
   vote at the general meeting

   Voting record date to vote at the general meeting                                                                     Friday, 17 March


   Last day to lodge forms of proxy in respect of general meeting by 10h00 on                                            Friday, 24 March


   General meeting to be convened at 10h00 on                                                                          Tuesday, 28 March


   Last date and time for Advanced Health Shareholders to give notice to Advanced Health objecting                     Tuesday, 28 March
   to the Disposal in terms of section 164(3) of the Companies Act, by 10:00 on

   Publication of results of general meeting on SENS                                                                   Tuesday, 28 March
     ACTION

     If the Disposal is approved by the Shareholders at the General Meeting, the following dates
     assume that neither Court approval nor the review of the Disposal is required and will be
     confirmed in the finalisation announcement to be released simultaneously with the results of the
     General Meeting.




     Last day for Advanced Health Shareholders who voted against the Disposal to require Advanced         5 Business Days after the General
     Health to seek court approval for the Disposal in terms of section 115(3)(a) of the Companies Act,   Meeting, currently anticipated to
     if at least 15% of the total votes of Advanced Health Shareholders at the General Meeting were                  be Wednesday, 5 April
     exercised against the Disposal on

                                                                                                                  10 Business Days after the
                                                                                                                 General Meeting, currently
     Last day for Advanced Health Shareholders who voted against the Disposal to apply to the court for
                                                                                                           anticipated to be Wednesday, 12
     a review of the Disposal in terms of section 115(3)(b) of the Companies Act on
                                                                                                                                       April


     Should votes against or objections to the Disposal be lodged as contemplated in paragraph 22 of
     this Circular, the dates set out below will not be applicable, and a further finalisation
     announcement will be released in due course.

                                                                                                                         Tuesday, 28 March
     Finalisation date expected to be on

                                                                                                                         Tuesday, 28 March
     Finalisation date announcement expected to be released on SENS on

                                                                                                                            Monday, 3 April
     Expected operative date of the Disposal: TRP issues compliance certificate in terms of the Act

Notes:

1)     The above dates and times may be subject to amendment. Any such amendment will be released on SENS and published in the
       South African press.

2)     Unless otherwise indicated, all times are South African times;

3)     Any Form of Proxy (yellow) not delivered by 10h00 on Friday, 24 March 2023 may be handed to the chairman of the general
       meeting immediately before the appointed proxy exercises any of the shareholder rights at the general meeting;

4)     The dates have been determined based on certain assumptions regarding the dates by which certain Advanced Health
       Shareholder and regulatory approvals will be obtained and that no court approval or review of the Disposal will be required. If
       the relevant dates change and the dates set out above are therefore impacted, details of the relevant change will be released on
       SENS and published in the South African press; and

5)     If the general meeting is adjourned or postponed, forms of proxy submitted for the initial general meeting will remain valid.


Shareholders are encouraged to view the notice of GM and the Disposal Circular on the Company’s website.

Johannesburg
24 February 2023




                                                           Designated Advisor
                                                          Grindrod Bank Limited




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