Advanced Health Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2013/059246/06)
Share code: AVL ISIN: ZAE000189049
(“Advanced Health” or “the Company”)


FIRM INTENTION ANNOUNCEMENT TO MAKE AN OFFER TO ACQUIRE THE ISSUED SHARES OF
ADVANCED HEALTH BY SCHEME OF ARRANGEMENT


1. Introduction

   Shareholders are advised that Advanced Health has concluded an agreement with Eenhede Konsultante
   Eiendoms Beperk (“Eenhede Konsultante” or the “Offeror”) in terms of which the Offeror notified Advanced
   Health of the Offeror’s firm intention to make an offer to acquire all of the issued shares of Advanced Health,
   other than the Advanced Health shares held by VC Family Trust, Carl Grillenberger Family Trust and Pres
   Medical Witbank Proprietary Limited (the “Excluded Shareholders”) for an offer consideration of 80 cents per
   Advanced Health share, to be effected by way of a scheme of arrangement in terms of 114(1)(c) of the
   Companies Act, 71 of 2008 (the “Companies Act”) (read with section 115 of the Companies Act)) between
   Advanced Health and its shareholders (the “Scheme”). Implementation of the Scheme will result in Advanced
   Health’s delisting form the JSE.

2. Rationale for the Scheme

   Advanced Health listed on the JSE in 2014. Its reasons for listing included, inter alia, access to institutional
   investment funding and the potential to use its shares as acquisition currency.

   Since listing Advanced Health has been unable to attract significant institutional interest to justify the limitations
   imposed by the regulatory processes and the ongoing compliance costs incidental to being listed on the JSE.

   Advanced Health’s ability to raise capital is hampered by the lack of investment interest in small, illiquid counters,
   as well as the Advanced Health shares trading at a discount to their underlying net asset value which results in
   any capital raise at market value being highly dilutive to Advanced Health shareholders. In the medium to long-
   term Advanced Health’s capital raising needs will be better served in the unlisted environment.

   Following the disposal of PresMed Australia (as detailed in the circular issued to Advanced Health shareholder
   on 23 February 2023) the directors of Advanced Health are focusing on turning its South African operations into
   a profitable business through implementing a number of strategies. As part of this focus, the Advanced Health
   board of directors has reconsidered whether its smaller asset base (and need to reduce overhead costs)
   warrants Advanced Health’s continued listing on the JSE. Given the current lack of investment interest in small,
   illiquid counters, the Advanced Health board is of the view that the costs associated with a JSE listing outweigh
   the benefits of a JSE listing.

   The Advanced Health board has therefore resolved to propose the Scheme to provide Advanced Health
   shareholders with the ability to realise their investment in Advanced Health at a price considerably higher than
   the 5, 10, 20 and 30-day volume weighted average price (‘’VWAP’’) of Advanced Health Shares (measured with
   reference to the date preceding the date of this Firm Intention Announcement).

3. Terms and conditions of the Scheme

    3.1. Scheme Consideration

         The cash consideration payable by the Offeror to Advanced Health shareholders in respect of their
         Advanced Health Shares pursuant to the Scheme, shall be 80 cents per Advanced Health share (the
         “Scheme Consideration”).

    3.2. Conditions precedent

        The implementation of the Scheme will be subject to the fulfilment and/or waiver (in whole or in part where
        capable of waiver) of the following conditions precedent:
       -   the approval of the Scheme Resolution by the requisite majority of Advanced Health Shareholders, as
           contemplated in section 115(2) of the Companies Act, and:

           -       to the extent required, the approval of the implementation of such resolution by the Court; and

           -       if applicable, Advanced Health not treating the Scheme Resolution as a nullity, as contemplated
                   in section 115(5)(b) of the Companies Act.

       The implementation of the Scheme is subject to a compliance certificate being issued by the TRP in respect
       of the Scheme in terms of section 119(4)(b) of the Companies Act, which compliance certificate will only
       be issued by the TRP once the conditions precedent have been fulfilled, or waived, as the case may be.

4. Funding of the Scheme Consideration and confirmation of financial resources

   In accordance with regulation 111(4) and regulation 111(5) of the Companies Regulations, ABSA Bank Limited
   has provided an unconditional and irrevocable bank guarantee to the TRP and for the benefit of Advanced
   Health Shareholders, confirming that, in aggregate, the Offeror has sufficient cash resources available to it to
   satisfy payment of the aggregate Scheme Consideration.

5. Shareholding of the Offeror and its associates in Advanced Health

   The Offeror and the Excluded Shareholders hold the following Advanced Health shares as at the date of this
   Firm Intention Announcement:

    Name                                                                     Number of Shares                 %
    Eenhede Konsultante                                                          287 495 276             57.64%
    Pres Medical Witbank                                                           53 190 440            10.66%
    VC Family Trust                                                                 3 661 259             0.73%
    Carl Grillenberger Family Trust                                                10 420 508             2.09%
    Total                                                                        354 767 486             71.13%

6. Irrevocable undertakings to vote in favour of the Scheme

    The following shareholders have given irrevocable undertakings to vote in favour of the Scheme (and
    subsequent delisting of Advanced Health):

     Shareholder                                                    Number of      % of issued      % of issued
                                                                      Shares           Shares           Shares
                                                                                                     (excluding
                                                                                                      Excluded
                                                                                                  Shareholders)
     Bremer Investments Proprietary Limited                          6 497 500           1.30%            4.51%
     John Biccard                                                   12 831 384           2.57%            8.91%
     Fiona Biccard (wife of John Biccard)                              836 391           0.17%            0.58%
     Rendement Proprietary Limited                                  12 800 000           2.57%            8.89%
     Total                                                          32 965 275           6.61%          22.89%

7. Appointment of Independent Board and Independent Expert

   An independent sub-committee of the board of directors of Advanced Health, comprising Phil Jaffe, Dr Tommy
   Mthembu and Cobus Visser, all of whom are independent, as contemplated in regulation 108(8) of the
   Companies Regulations, comprising the independent board for the purposes of considering the Scheme has
   been constituted (the “Independent Board”).

   Advanced Health has appointed BDO Corporate Finance Proprietary Limited (the “Independent Expert”) to
   act as independent expert in accordance with the requirements of the Companies Regulations to advise the
   Independent Board and report to the Independent Board on the Scheme by way of a fair and reasonable
   opinion. The Independent Expert’s full report will be included in the circular issued to Advanced Health
   shareholders.
8. Responsibility statements

   The Independent Board accepts responsibility for the information contained in this announcement, confirms
   that to the best of its knowledge and belief, the information contained in this announcement is true and correct
   and that this announcement does not omit anything likely to affect the importance of the information contained
   in it.

9. Circular posting date

   A circular detailing the Scheme is in the process of being prepared. It is anticipated that the circular will be
   posted to Advanced Health shareholders on or about 3 August 2023.

   Shareholders will be advised of the posting of the circular by means of a SENS announcement.


   Pretoria

   28 June 2023


   Corporate Advisor and Transaction Sponsor