advanced health limited prospectus · the shares in advanced health will only be tradable on the...

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ADVANCED HEALTH LIMITED

(formerly AC Motor Group Limited) (Incorporated in the Republic of South Africa)

(Registration number 2013/059246/06) (―the Company‖ or ―Advanced Health‖)

ISIN Code: ZAE000189049 JSE Code: AVL

PROSPECTUS

Prepared and issued in terms of the Listings Requirements (―the Listings Requirements‖) of the JSE Limited (―the JSE‖) and the Companies Act, 2008 (No. 71 of 2008), as amended (―the Act‖), relating to an offer for subscription of Advanced Health ordinary Shares by way of: an offer by the Company by way of a private placement and preferential offer for subscription

of 80 000 000 ordinary no par value Shares in the issued share capital of the Company at an issue price of 100 cents per ordinary share; and

the subsequent listing of the ordinary Shares of Advanced Health on the Alternative Exchange (AltX) of the JSE.

Opening date of the offer at 09h00 on Monday, 31 March 2014 Closing date of the offer at 12h00 on* Thursday, 17 April 2014 Anticipated listing date on AltX at commencement of trade on Friday, 25 April 2014 *Shareholders wishing to subscribe for ordinary Shares in dematerialised form must advise their Central Securities Depository Participant (“CSDP”) or broker of their acceptance of the offer to subscribe for Shares in the manner and within the cut-off time stipulated by their CSDP or broker. In the event of an over-subscription in terms of the offer, the directors will adjust the allocation of applicants on an equitable basis in accordance with paragraph 5.18 of the JSE Listings Requirements. The Shares offered in terms of this prospectus will rank pari passu with the existing ordinary Shares in Advanced Health and rank equally as to voting, share in profits, dividends and distributions. At the date of closing of the offer and assuming that the offer is fully subscribed, Advanced Health‘s share capital will comprise 1 000 000 000 authorised ordinary Shares of no par value and 210 831 414 issued ordinary Shares of no par value with stated capital of R210 831 414. There will be no convertible or redeemable Shares issued. The offer is subject to a minimum subscription of R30 000 000, which needs to be raised by the issue of 30 000 000 Shares in terms of this prospectus in order to meet the condition for listing to raise R50 000 000 (of which R20 000 000 has already been raised) as set by the AltX Advisory Committee of the JSE as well as to achieve the spread requirements that at least 10% of the Shares are held by the public and there are at least 100 public shareholders as stipulated in the AltX Listings Requirements. The offer has been partly underwritten as disclosed in paragraph 1.6 of this Prospectus. The Company does not have any treasury Shares in issue. Subject to achieving the required spread of public shareholders in terms of the JSE Listings Requirements, being obtained pursuant to the offer, the JSE has granted Advanced a listing in respect of up to 210 831 414 ordinary Shares on the AltX under the abbreviated name ―Advanced‖, share code ―AVL‖ and ISIN ZAE000189049. It is anticipated that the listing of the Shares on AltX will become effective from the commencement of business on Friday, 25 April 2014.

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Applications for ordinary Shares in Advanced Health must be for a minimum of 5 000 ordinary Shares at 100 cents per share, amounting to R5 000, and in multiples of 100 ordinary Shares thereafter. Fractions of Shares in Advanced Health will not be issued. The Shares in Advanced Health will only be tradable on the JSE in dematerialised form and, as such, all investors who elect to receive their ordinary Shares in Advanced Health in certificated form, will have to dematerialise their certificated Shares should they wish to trade therein. The directors, whose names are given in paragraph 1.2 of this document collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the prospectus contains all information required by law and the JSE Listings Requirements. The Designated Advisor, Auditors and Reporting Accountants, Attorneys, Commercial Banker and Transfer Secretaries, whose names are set out in this prospectus, have given and have not, prior to registration, withdrawn their written consents to the inclusion of their names in the capacities stated. An English copy of this prospectus, accompanied by the documents referred to under ―Registration of Prospectus‖ in paragraph 4.2 of this prospectus, was registered by the Commissioner on 28 March 2014 in terms of Regulation 52(5) of the Companies Act, 2008 (No. 71 of 2008), as amended. Designated Advisor Arcay Moela Sponsors

Attorney Phatshoane Henney Inc.

Underwriter Eenhede Konsultante (Edms) Bpk

Auditor, Reporting Accountants Mazars (Gauteng) Incorporated

Transfer Secretary Trifecta Capital Services

Date of issue: Monday, 31 March 2014

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CORPORATE INFORMATION AND ADVISORS Company secretary [Regulation 58(2)(b(iii)] M Janse Van Rensburg Professional Accountant (SA) Lifestyle Garden Centre, Corner Beyers Naude & Ysterhout Avenue Randpark Ridge, 2194 (PO Box 1849, Northwold, 2155)

Registered office One Health, Ground Floor Woodmead North Office Park 54 Maxwell Drive Woodmead, 2157 (PO Box 1476, Silverton, Pretoria, 0127)

Designated Advisor Arcay Moela Sponsors Proprietary Limited (Registration number 2006/033725/07) Ground Floor, One Health Building Woodmead North Office Park 54 Maxwell Drive Woodmead, 2157 (PO Box 62397, Marshalltown, 2107)

Reporting accountants and auditors [Regulation 58(2)(b(i)] Mazars (Gauteng) Incorporated (Registration number 2000/026635/21) Erasmus Forum A, 434 Rigel Avenue South Erasmusrand, Pretoria, 0181 (Private Bag x4 Hatfield 0028)

Group Bankers [Regulation 58(2)(b(ii)] ABSA Bank Limited 3rd Floor, ABSA Forum Building Nelson Mandela Drive Bloemfontein, 9301 (PO Box 323, Bloemfontein, 9300); and Grindrod Bank Limited (Registration number 1994/007994/06) 5th Floor Protea Place 40 Dreyer Street Claremont Western Cape (Postnet Suite 64, Private Bag X1005, Claremont, 7735)

Transfer Secretaries Trifecta Capital Services Proprietary Limited (Registration number 2009/018890/07) Business Partners Tower Hive 5th Floor, 3 Caxton Road, Industria, 2093 (PO Box 61272, Marshalltown, 2107)

Attorneys [Regulation 58(2)(b(ii)] Phatshoane Henney Inc. 35 Markgraaff Street Bloemfontein South Africa, 9301 (PO Box 153 or 260, Bloemfontein, 9300)

Place and date of incorporation Pretoria on 10 April 2013

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IMPORTANT INFORMATION

The definitions and interpretations commencing on page 9 of this Prospectus apply to this section on important Information. FORWARD-LOOKING STATEMENTS This Prospectus contains statements about the Company that are or may be forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the Group; growth prospects and outlook for operations, individually or in the aggregate; and liquidity and capital resources and expenditure. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee", "forecast‖, ―likely", "should", ―budget‖ "planned", "may", "estimated", "potential" or similar words and phrases. Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, estimates of capital expenditures, acquisition strategy, future capital expenditure levels, and other economic factors, such as, inter alia, interest rates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which the Company operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Prospectus. All these forward-looking statements are based on estimates and assumptions made by the Company, all of which estimates and assumptions, although the Company believes them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Many factors (including factors not yet known to the Company, or not currently considered material) could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those estimates, statements or assumptions. Offerees should keep in mind that any forward-looking statement made in this Prospectus or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of the Company not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known. The Company has no duty to, and does not intend to, update or revise the forward-looking statements contained in this Prospectus after the date of this Prospectus, except as may be required by law. FOREIGN PERSONS This Prospectus has been prepared for the purposes of complying with the Companies Act and the regulations published in terms thereof and the information disclosed may not be the same as that which would have been disclosed if this Prospectus had been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa. The release, publication or distribution of this Prospectus in jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.

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This Prospectus and any accompanying documentation is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities in any jurisdiction in which it is illegal to make such an offer, invitation or solicitation, or such offer, invitation or solicitation would require the Company to comply with filing and/or other regulatory obligations. In those circumstances this Prospectus and any accompanying documentation are sent for information purposes only and should not be copied or redistributed. Persons who are not resident in South Africa must satisfy themselves as to the full observance of the laws of any applicable jurisdiction concerning their participation in the offer, including any requisite governmental or other consents, observing any other requisite formalities and paying any transfer or other taxes due in such other jurisdictions. The Company accepts no responsibility for the failure by any person to inform himself/herself about, and/or to observe any applicable legal requirements in any relevant jurisdiction. The distribution of this Prospectus in jurisdictions outside South Africa and Australia may be restricted by law and persons who come into possession of it who are not in South Africa or Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Neither the Shares nor the Prospectus have, nor will they be, registered under the US Securities Act, 1933 or with the regulatory authority of any state or jurisdiction of the United States of America or under the applicable laws of the United Kingdom, Canada, or Japan and may not be offered, sold, pledged or otherwise transferred in the United States of America or to any national, resident or subject of the United Kingdom, Canada, or Japan. Neither this document nor any copy of it may be sent to or taken into the United State of America, Canada, or Japan.

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TABLE OF CONTENTS

Page

Corporate information and advisors 3

Important information 4

Definitions and interpretations 8

Prospectus

Section 1 - Information about the Company whose securities are being offered 17

1.1 Name, address and incorporation 17

1.2 Directors, other office holders, or material third parties 19

1.3 History, state of affairs and prospects of Company 27

1.4 Share capital of the Company 32

1.5 Options or preferential rights in respect of Shares 33

1.6 Commissions paid or payable in respect of underwriting 34

1.7 Material contracts 35

1.8 Interests of directors and promoters 37

1.9 Loans 38

1.10 Shares issued or to be issued otherwise than for cash 39

1.11 Property acquired or to be acquired 40

1.12 Amounts paid or payable to promoters 40

1.13 Preliminary expenses and issue expenses 40

Section 2 - Information about the offered securities 42

2.1 Purpose of the offer 42

2.2 Time and date of the opening and closing of the offer 42

2.3 Particulars of the offer 42

2.4 Minimum subscription 45

2.5 The Company‘s shareholding 45

Section 3 – Statements and Reports relating to the offer 47

3.1 Statement as to adequacy of capital 47

3.2 Report by directors as to material changes 47

3.3 Statement as to listing on a stock exchange 47

3.4 Report by auditor where business undertaking is to be acquired 47

3.5 Report by auditor where the Company will acquire a subsidiary 47

3.6 Report by the auditor of the Company 48

Section 4 – Additional material information 49

4.1 Litigation statement 49

4.2 Experts‘ consents 49

4.3 Directors‘ responsibility statement 49

4.4 Vendors and controlling shareholders 49

Section 5 – Inapplicable or immaterial matters 50

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Page

Annexures 1 Independent reporting accountant‘s report on the historical financial information of

Advanced Health 51

2 On incorporation balance sheet of Advanced Health 53

3 Independent reporting accountant‘s report on the historical financial information of Presmed Australia

73

4 Consolidated historical financial information of Presmed Australia 75

5 Independent reporting accountant‘s report on the pro forma financial information of Advanced Health

101

6 Pro forma financial information of Advanced Health 105

7 Independent reporting accountant‘s report on the profit forecasts of Advanced Health

112

8 Profit forecast on Advanced Health 114

9 Alterations to share capital and premium on Shares 117

10 Material borrowings, material loans receivable and inter-company loans 119

11 Other directorships held by directors of Advanced Health 121

12 Subsidiary companies 123

13 Details of immovable property leased from third parties 124

14 Curricula vitae of the directors and key management of Advanced Health 125

15 Extracts from the Advanced Health MOI 130

16 King Code on Corporate Governance 136

17 Details of the underwriter 147

18 Analysis of risks facing shareholders 148

Share application form Attached

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DEFINITIONS

In this prospectus and the annexures hereto, unless the context indicates otherwise, references to the singular include the plural and vice versa, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations of persons and vice versa, and the words in the first column hereunder have the meanings stated opposite them in the second column, as follows: ―acquisitions‖ the acquisition of controlling interests in Presmed Australia, eMalahleni Day

Hospital, Medgate Day Clinic directly from the Vendors by Advanced Health and indirectly through Advanced Health SA, which companies previously operated within the same group of companies controlled by Eenhede Konsultante under the same management going forward as the Advanced Health Group;

―Advanced Health‖ or ―the Company‖

Advanced Health Limited (Registration number 2013/059246/06) (formerly AC Motor Group Limited), a public company duly incorporated with the laws South Africa on 10 April 2013 having its registered address at One Building, Ground Floor, Woodmead North Office Park, 54 Maxwell Drive, Woodmead, 2157, which directly holds 100% in Advanced Health SA and 94.64% in Presmed Australia;

―Advanced Health SA‖

Advanced Health SA Proprietary Limited (Registration number 2013/053514/07) (formerly Vatonet (Pty) Limited), a private company duly incorporated with the laws of South Africa on 2nd April 2013 having its registered address at One Building, Ground Floor, Woodmead North Office Park, 54 Maxwell Drive, Woodmead, 2157 and a wholly owned subsidiary of Advanced Health, which will hold a controlling interest in the South African subsidiary operations through its shareholding in eMalahleni Day Hospital and Medgate Day Clinic;

―American option an option that can be exercised at any time during the period of the option;

―Arcay Moela Sponsors‖

Arcay Moela Sponsors Proprietary Limited, (Registration number 2006/033725/07), a private company duly incorporated in accordance with the laws of South Africa and designated advisor to Advanced Health;

―auditors‖ or ―independent reporting accountants‖

Mazars (Gauteng) Incorporated, Practice No. 928231A, with registered address at Erasmus Forum A, 434 Rigel Avenue South, Erasmusrand, Pretoria, 0181, the auditor and independent reporting accountant to Advanced Health;

―BBBEE Act‖ Broad-Based Black Economic Empowerment Act 2003 (Act 53 of 2003) (as amended);

―BEE‖ or BBBEE‖ the economic empowerment of all black people, including women, workers, youth, people with disabilities and people living in rural areas, through diverse but integrated socio-economic strategies as defined in the BBBEE Act;

―board of directors‖ or ―the board‖

the present board of directors of Advanced Health, further details of whom appear in paragraph 1.2 of this prospectus;

―broker‖ or ―stockbroker‖

any person registered as a ―broking member (equities)‖ in terms of the Rules of the JSE made in accordance with the provisions of the FMA;

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―business day‖

any day other than a Saturday, Sunday or gazetted national public holiday in South Africa;

―Carl Grillenberger‖

Carl Alfred Grillenberger, the Chief Executive Officer of the company under identity number 431001 506 808 2;

―Carl Grillenberger Family Trust‖

the Carl Grillenberger Family Trust (Registration number 10103/07), is a discretionary family trust of which the beneficiaries are CA Grillenberger, JL Grillenberger, Sandra Comfort, CQ Grillenberger, Estate Late CA Hanson, B Elliott, DP Viljoen, J Elliott, Sage Comfort, PA Grillenberger, JT Hanson, Luke Viljoen, B Viljoen and Liam Viljoen, with trustees being Carl Grillenberger, Cor van Zyl and Frans van Hoogstraten of 181 Kloof Road, Clifton, 8005, which trust is incorporated under the laws of South Africa, having its registered address at 302 Westerbloem, 39 van Heerden Street, Wilgehof, Bloemfontein 9301 and one of the Medgate Day Clinic Vendors;

―Central Coast Surgery Centre‖

Central Coast Surgery Centre Proprietary Limited (Registration number ABN 59 140 987 453 ), a private company duly incorporated with the laws of Australia on 7 December 2009 having its registered address at UHY Haines Norton, Level 11, 1 York Street, Sydney, NSW, 2000 and a 55.56% subsidiary of Presmed Australia, with the balance of the shares held equally between six minority shareholders unrelated to Advanced Health, holding 7.41% each;

―certificated shareholders‖

holders of certificated Shares;

―certificated Shares‖ issued ordinary Shares which have not been dematerialised, title to which is represented by share certificates or other physical documents of title;

―CIPC‖ Companies and Intellectual Property Commission (formerly CIPRO);

―common monetary area‖

South Africa, the Republic of Namibia and the Kingdoms of Swaziland and Lesotho;

―Companies Act‖ or ―the Act‖

the Companies Act, 2008 (No. 71 of 2008), as amended;

―Company Secretary‖

M Janse Van Rensburg, Professional Accountant (SA) having an address at Lifestyle Garden Centre, Corner Beyers Naude & Ysterhout Avenue, Randpark Ridge, 2194;

―controlling shareholder‖

the controlling shareholder of Advanced Health before and after the offer, being Eenhede Konsultante;

―Cor Van Zyl‖

Cornelis Johannes Petrus Gerhardus Van Zyl Financial Director of the company under identity number 470611 508 008 5;

―CSDP‖ a Central Securities Depository Participant, accepted as a participant in terms of the FMA, as amended, appointed by an individual shareholder for purposes of, and in regard to the dematerialisation of documents of title for purposes of incorporation into Strate;

"dematerialise" the process whereby certificated shares are converted into electronic format for purposes of Strate and are no longer evidenced by documents of title, and "dematerialised shares" will have a corresponding meaning;

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―directors‖ the directors of the Company whose details are set out in paragraph 1.2 and Annexure 14 to this prospectus;

―documents of title‖ share certificates, certified transfer deeds, balance receipts or any other documents of title acceptable to Advanced Health in respect of Shares;

―EBITDA‖

earnings before interest, taxation, depreciation and amortisation;

―Eenhede Konsultante‖

Eenhede Konsultante Eiendoms Beperk, (Registration number 1969/006230/07), a private company duly incorporated in accordance with the laws of South Africa having its registered address at 302 Westerbloem, 39 Van Heerden Street, Wilgehof, Bloemfontein, 9301, the directors of which are Carl Grillenberger, Cor van Zyl and Frans van Hoogstraten, which company is held by the VOCA Family Trust (50%) and VC Family Trust (50%) and the controlling shareholder of Advanced Health;

―eMalahleni Day Hospital‖

eMalahleni Day Hospital Proprietary Limited (Registration number 2007/018535/07), a private company duly incorporated in accordance with the laws South Africa on 5 July 2007 having its registered address at PFS Building, 11 Neven Street, Witbank, 1035 and a 100% subsidiary of Advanced Health SA;

―eMalahleni Vendors‖

Premedical Witbank (68.08%); Grand Palace Trading 58 (14.7%), Kodi Godfrey Moloto (14.7%), Martha Gelderblom (1.3%) and Joan Marlene Glanzmann (1.3%);

―emigrant‖ an emigrant from South Africa whose address is outside the common monetary area;

―Epping Surgery Centre‖

Epping Surgery Centre Proprietary Limited (Registration number ABN 76 106 747 193), a private company duly incorporated with the laws of Australia on 21 October 2003 having its registered address at UHY Haines Norton, Level 11, 1 York Street, Sydney, NSW, 2000 and a 56.50% subsidiary of Presmed Australia with the balance of the shares held equally between five minority shareholders unrelated to Advanced Health, holding between 7.75% and 1.30% each;

―Exchange Control Regulations‖

the Exchange Control Regulations, promulgated in terms of Section 9 of the Currency and Exchanges Act, 1933 (Act 9 of 1933), as amended;

―Frans Van Hoogstraten‖

Frans Andre Van Hoogstraten independent non-executive director of the company under identity number 480917 5075 08 4;

―Gerrit van den Berg‖

Gerrit van den Berg (ID number 660905 5004 081), one of the Medgate Vendors;

―Grand Palace Trading 58‖

Grand Palace Trading 58 Proprietary Limited (Registration number 2003/000603/07), a private company duly incorporated in accordance with the laws South Africa having its registered address at PFS Building, 11 Neven Street, Witbank, 1035 held by Mr Thabo Monareng (100%), the director of which is Mr Thabo Monareng and one of the eMalahleni Vendors;

―the Group‖ or ―the Advanced Health Group‖

Advanced Health and its Subsidiaries from time to time;

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―IFRS‖

International Financial Reporting Standards, which comprise standards and interpretations approved by the International Accounting Standards Board, International Financial Reporting Interpretations Committee and International Accounting Standards, and Standing Interpretations Committee interpretations approved by the International Accounting Standards Committee;

Ingham Analytics‖ Ingham Analytics Proprietary Limited (Registration number 100063), a private company duly incorporated in accordance with the laws of South Africa and independent valuer of the acquisitions to Advanced Health;

―Joan Marlene Glanzmann‖

Joan Marlene Glanzmann (ID number 610503 0006 085), one of the eMalahleni Vendors;

―JSE‖ Johannesburg Stock Exchange;

―JSE Limited‖ a company duly registered and incorporated with limited liability under the company laws of the Republic of South Africa under registration number 2005/022939/06, licensed as an exchange under the FMA;

Kinser Investments Kinser Investments Pty Limited (Registration number ACN 083796114), a private company duly incorporated in accordance with the laws of Australia on 7 August 1998 having its registered address at Tower 2, Level 14, 101 Grafton Street, Bondi Junction, New South Wales, which company is controlled by Marc Resnik (50%), a director of Advanced Health, and which holds a 5.36% minority interest in Presmed Australia;

―Kodi Godfrey Moloto‖

Kodi Godfrey Moloto (ID number 701211 5401 083), one of the eMalahleni Vendors;

―last practicable date‖

the last practicable date prior to the finalisation of this prospectus, being Friday, 14 March 2014 ;

―Maluti Aktien Gesellschaft‖

Maluti Aktien Gesellschaft (Registration number FL-0001.075.464-4) a company duly incorporated with the company laws of Liechtenstein with registered office at C/O Fiduciana Verwaltungsanstalt, Egerta 53, 9496 Balzers, Principality of Liechtenstein, a company owned by unrelated parties to Advanced Health and one of the Presmed Australia Vendors;

―Marc Resnik‖

Marc Colin Resnik, Managing Director, Presmed Australia, under passport number N 2897517 and a director of Advanced Health;

―Marti Gelderblom‖

Marti Gelderblom, key management and chairman of the Social and Ethics Committee under identity number 6310090084085 and one of the eMalahleni Vendors;

―Mazars‖ or ―Reporting Accountants‖

Mazars (Gauteng) Incorporated Chartered Accountants South Africa (Registration number 2000/026635/21) and the auditors and Reporting Accountants to Advanced Health;

―Medgate Day Clinic‖

Medgate Day Clinic Proprietary Limited (Registration number 2000/011092/07), a private company duly incorporated in accordance with the laws South Africa on 7 June 2000 having its registered address at PFS Building, 11 Neven Street, Witbank, 1035 and a wholly owned subsidiary of Advanced Health SA;

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―Medgate Vendors‖ Eenhede Konsultante (47.8%), VC Family Trust (13.5%), Carl Grillenberger Family Trust (38.3%) and Gerrit van den Berg (0.4%); ,

―MOI‖ Memorandum of Incorporation of the Company as amended from time to time;

―non-resident‖ a person whose registered address is outside the common monetary area and who is not an emigrant;

―offer for subscription‖ or ―the Offer‖

an offer in terms of which the Company is offering for subscription, via a public placing, of 80 000 000 ordinary Shares of no par value at an issue price of 100 cents per ordinary share;

―ordinary Shares‖ or ―Shares‖

ordinary Shares in the share capital of the Company, having no par value;

―own-name registration‖

registration in own name of shareholders who hold/will hold ordinary Shares which have been dematerialised and are recorded by a CSDP on the sub-register kept by that CSDP in the name of such shareholder;

―Phatshoane Henney Inc.‖ or ―attorneys‖

Phatshoane Henney Incorporated, is a specialist law firm based in Bloemfontein, South Africa and the attorney of Advanced Health;

―Phil Jaffe‖

Philip Jack Jaffe, independent non-executive director of the company under passport number N6808222;

―Preferential Placing‖

the placing of Shares in terms of the Offer by Advanced to directors, employees, pensioners and direct business associates, including customers, suppliers and other parties with whom there exists a direct and enduring contractual relationship, as well as doctors known to Advanced, which preferential placing will be by means of a non-transferable application form bearing the name of the specific party and stating a maximum number of securities that may be subscribed for in that application;

―Presmed Australia‖ Presmed Australia Proprietary Limited (Registration number ABN 46 077 299 104), a private company duly incorporated in accordance with the laws of Australia on 3 January 1997 having its registered address at UHY Haines Norton, Level 11, 1 York Street, Sydney, NSW, 2000 and a 94.64% subsidiary of Advanced Health, holding the Australian subsidiary operations through 72.58% in Sydney Surgery Centre, 56.50% in Epping Surgery Centre and 55.56% in Central Coast Surgery Centre and in which Kinser Investments, a company associated with Marc Resnik, a director of Advanced Health, retains a 5.36% minority interest;

―Presmed Australia Vendors‖

Eenhede Konsultante (83.75%) and Maluti Aktien Gesellschaft (10.9%);

―Presmedical Witbank‖

Presmedical Witbank Proprietary Limited (Registration number 1968/012308/07), a private company duly incorporated in accordance with the laws South Africa having its registered address at PFS Building, 11 Neven Street, Witbank, 1035 held by VOCA Trust (100%), the director of which is Carl Grillenberger and one of the eMalahleni Vendors;

―Private Placing‖ the private placing of Shares by way of a Prospectus to individuals, institutions, companies, stockbrokers and other entities, and including a Preferential Placing;

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―this Prospectus‖ the bound document dated 24 February 2014, including all annexures and enclosures thereto;

―Rand‖ or ―R‖ or ―cents‖

South African Rand, the official currency of South Africa;

―register‖ the register of Advanced Health shareholders;

―SARB‖ the South African Reserve Bank;

―SENS‖ the Stock Exchange News Service of the JSE;

―shareholders‖ the holders of issued ordinary Shares;

―South Africa‖ or ―the Republic‖

the Republic of South Africa;

―Strate‖ the settlement and clearing system used by the JSE, managed by Strate Limited, (Registration number 1998/022242/06), a public company duly incorporated under the laws of South Africa;

―Subsidiaries‖ the subsidiaries of Advanced Health, being one directly wholly-owned subsidiaries namely; Advanced Health South Africa Proprietary Limited, holding 100% in eMalahleni Day Hospital and Medgate Day Clinic and one 94.64% held subsidiary being Presmed Australia and three indirectly owned subsidiaries held through Presmed Australia, namely Sydney Surgery Centre Proprietary Limited (72.58%), Epping Surgery Centre Proprietary Limited (56.5%) and 55. 56% in Central Coast Surgery Centre Proprietary Limited;

―Sydney Surgery Centre‖

Sydney Surgery Centre Proprietary Limited (Registration number ABN 86 394 159 074), a private company duly incorporated with the laws of Australia on 22 July 1997 having its registered address at UHY Haines Norton, Level 11, 1 York Street, Sydney, NSW, 2000 and a 72.58% subsidiary of Presmed Australia, with the balance of the shares held equally between a number minority shareholders unrelated to Advanced Health, holding between 4.31% and 0.25% each;

―transfer secretaries‖

Trifecta Capital Services Proprietary Limited (Registration number 2009/018890/07), a private company incorporated in accordance with the laws of South Africa;

―UHY Haines Norton‖

UHY Haines Norton Chartered Accountants an Australian company (Registration number ABN 85 140 758 156) and the auditors to Presmed Australia and its subsidiaries;

―underwriter‖ Eenhede Konsultante;

―VAT‖ Value-Added Taxation;

―VC Family Trust‖

the VC Family Trust (Registration number 468/1993), is a discretionary family trust of which the beneficiaries are Sandra Comfort, CQ Grillenberger, Estate Late CA Hanson, B Elliott, DP Viljoen and J Elliott, with trustees being Carl Grillenberger, Cor van Zyl and Frans van Hoogstraten of 181 Kloof Road, Clifton 8005, which trust is incorporated under the laws of South Africa, having its registered address at 302 Westerbloem, 39 van Heerden Street, Wigehof, Bloemfontein, 9301 and a 50% shareholder in Eenhede Konsultante;

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―Vendors‖ Presmed Australia Vendors, the eMalahleni Vendors, the Medgate Vendors and the Advanced Health SA Vendors;

―VOCA Trust‖

the VOCA Family Trust (Registration number 9060/2001), is a discretionary family trust of which the beneficiaries are Sandra Comfort, CQ Grillenberger, Sage Comfort, PA Grillenberger, Estate Late CA Hanson and JT Hanson, with trustees being Carl Grillenberger, Cor van Zyl and Frans van Hoogstraten of 181 Kloof Road, Clifton 8005, which trust is incorporated under the laws of South Africa, having its registered address at 302 Westerbloem, 39 van Heerden Street, Wigehof, Bloemfontein, 9301 and a 50% shareholder in Eenhede Konsultante;

―Wilfred T Mthembu‖

Dr Wilfred Tommy Mthembu Independent non-executive director of the company under identity number 6206115608082; and

―Ysbrand Jacobus Visser‖

Ysbrand Jacobus Visser (alternate director to Phil Jaffe) under identity number 670175025084.

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ISIN Code: ZAE000189049 JSE Code: AVL

PROSPECTUS

DOCUMENTS AND CONSENTS AVAILABLE FOR INSPECTION In terms of Regulation 53 of the Companies Regulations, and section 7G of the Listings Requirements, certified copies of the following documents will be available for inspection at the registered office of the Company from the date of this Prospectus until the 10th Business Day following the closing date of the offer on Monday, 31 March 2014: the MOI and the MOI of the subsidiaries; the Prospectus, including the subscription form; the independent reporting accountants‘ reports on the Company‘s historical financial

information as set out in Annexure 1 of this Prospectus; the independent reporting accountants‘ reports on Presmed Australia‘s historical financial

information as set out in Annexure 3 of this Prospectus; the independent reporting accountants‘ report on the reviewed pro forma financial information

of the Company as set out in Annexure 5 of this Prospectus; the Independent reporting accountant‘s report on the profit forecast of Advanced Health for the

two years ending 30 June 2014 and 30 June 2015 respectively, as set out in Annexure 7 of this Prospectus;

the material contracts as detailed in Section 1, paragraph 1.7; the employment agreements with directors, managers and secretaries; the written consent of each of the persons referred to in Section 1, paragraph 1.2.3 of this

Prospectus; the written power of attorney executed by each director of the Company not signing the

Prospectus.

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SECTION 1 – INFORMATION ABOUT THE COMPANY WHOSE SECURITIES ARE BEING OFFERED 1.1 Name, address and incorporation

Company Name Advanced Health Limited [Regulation 57(1)(a)]

Registration Number 2013/059246/06 [Regulation 57(1)(a)]

Business Address One Health Ground Floor, Woodmead North Office Park, 54 Maxwell Drive, Woodmead, 2157 (PO Box 1476, Silverton, Pretoria, 0127) [Regulation 57(1)(b)(i)]

Registered Address One Health, Ground Floor, Woodmead North Office Park, 54 Maxwell Drive Woodmead, 2157 (PO Box 1476, Silverton, Pretoria, 0127) [Regulation 57(1)(b)]

Address of Transfer Secretary

Business Partners Tower Hive, 5th Floor, 3 Caxton Road Industria, 2094 (PO Box 61272, Marshalltown, 2107); [Regulation 57(1)(b)]

Date and place of Incorporation

10 April 2013 in Pretoria [Regulation 57(1)(c)]

1.1.1 Details of the holding company of Advanced Health [Regulation 57(3) (a)]

Company Name Eenhede Konsultante (Edms) Bpk (holding 77.15%

before the Offer)

Registration Number 1969/006230/07

Registered Address 302 Westerbloem, 39 van Heerden Str, Wilgehof, Bloemfontein, 9301

Date of Incorporation 23 April 1969

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1.1.2 Details of the subsidiary companies of Advanced Health [Regulations 57(3) (b)]

Company Name Advanced Health South Africa Proprietary Limited


Registration Address One Building, Ground Floor, Woodmead North Office

Park, 54 Maxwell Drive, Woodmead, 2157

Date of incorporation 2 April 2013

Company Name eMalahleni Day Hospital Proprietary Limited


Registered Address PFS Building, 11 Neven Street, Witbank, 1035 (Postnet Suit 114, Private Bag X7260)

Date of Incorporation 05 July 2007

Company Name Medgate Day Clinic Proprietary Limited


Registered Address PFS Building, 11 Neven Street, Witbank, 1035 (Postnet Suit 114, Private Bag X7260)

Date of Incorporation 07 June 2000

Company Name Presmed Australia Proprietary Limited

Registration Number ABN 46 077 299 104

Registered Address UHY Haines Norton, Level 11, 1 York Street, Sydney, NSW 2000, Australia. (Postal Address: 810 Pacific Highway, Gordon, NSW 2072, Australia)

Date of Incorporation 31 January 1997

Company Name Sydney Surgery Centre


Registered Address UHY Haines Norton, Level 11, 1 York Street, Sydney, NSW, 2000

Date of Incorporation 22 July 1997

Company Name Epping Surgery Centre



Date of Incorporation 21 October 2003

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Company Name Central Coast Surgery Centre



Date of Incorporation 1 December 2009

1.2 Directors, other office holders, or material third parties [Regulation 58] 1.2.1 Directors of the Company [Regulation 58(2)(a),(3)(a)]

Carl Grillenberger (70) Nationality South African

Business address One Health, Ground Floor, Woodmead North Office Park, 54 Maxwell Drive Woodmead

Appointment date 14 June 2013

Qualifications B.Comm; CA (SA); MBA

Occupation Businessman

Position in Company Chief Executive Officer Term of office No fixed term but subject to the provisions of the

MOI and the Act Cor Van Zyl (66) Nationality South African Business address One Health, Ground Floor, Woodmead North Office

Park, 54 Maxwell Drive Woodmead

Appointment date 06 January 2014 Qualifications B.Comm (Hons) Acc, CTA, CA(SA), RA(SA) Occupation Member of Boards Position in Company Financial Director Term of office No fixed term but subject to the provisions of the

MOI and the Act Frans Van Hoogstraten (65)

Nationality South African Business address One Health, Ground Floor, Woodmead North Office

Park, 54 Maxwell Drive Woodmead

Appointment date 06 January 2014 Qualifications Dip. Law (UCT) Occupation Attorney Position in Company Independent non-executive Chairman Term of office No fixed term but subject to the provisions of the

MOI and the Act

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Philip Jack Jaffe (73)

Nationality Australian Business address 810 Pacific Highway, Gordon, NSW 2072, Australia Appointment date 06 January 2014 Qualifications B.Comm, CA(SA), HDip Tax, CA (Australia) Occupation Chartered Accountant Position in Company Independent Non-executive Director Term of office No fixed term but subject to the provisions of the

MOI and the Act Marc Resnik (56) Nationality Australian Business address 810 Pacific Highway, Gordon, NSW 2072, Australia Appointment date 06 January 2014 Qualifications Dip Pharm (SA) Occupation Pharmacist and businessman Position in Company Managing Director of Presmed Australia Term of office No fixed term but subject to the provisions of the

MOI and the Act Wilfred T Mthembu (51) Nationality South African Business Address 206 Jeppe Street, Marble Towers, Johannesburg Appointment date 06 January 2014 Qualification MBBCH, FCOPHTH Occupation Ophthalmologist Position in company Term of office

Independent non-executive director No fixed term but subject to the provisions of the MOI and the Act

Alternate Director Ysbrand Jacobus Visser (47) Nationality South African Business address 2nd Floor, Bremer Building, 23 Donald Murray

Avenue, Parkwes, Bloemfontein. Appointment date 6 February 2014 Qualifications BLC; LLB (University of Pretoria) Occupation Managing director of Cuny Group (Pty) Ltd Position in Company Alternate director to Phillip Jaffe Term of office No fixed term but subject to the provisions of the

MOI and the Act Abridged CVs of the Company‘s directors are set out in Annexure 14 of this Prospectus.

1.2.2 Name and business address of the Company Secretary [Regulation 58(b)(iii)]

M Janse Van Rensburg Professional Accountant (SA) Lifestyle Garden Centre, Corner Beyers Naude & Ysterhout Avenue Randpark Ridge, 2194 (PO Box 1849, Northwold, 2155)

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1.2.3 Name and business addresses of the auditors, attorneys, banker and stockbroker

1.2.3.1 Auditors: Mazars (Gauteng) Incorporated

(Registration number 2000/026635/21) Erasmus Forum A, 434 Rigel Avenue South, Erasmusrand, Pretoria, 0181 (Private Bag x4 Hatfield 0028) A copy of the letter from Mazars (Gauteng) Incorporated consenting to be named as the Company‘s auditors in the Prospectus is available for inspection as set out in the introduction.

1.2.3.2 Attorneys: [Regulation 58(2)(b)(ii)]

Phatshoane Henney Inc. 35 Markgraaff Street, Bloemfontein, South Africa, 9301 (PO Box 153 or 260, Bloemfontein, South Africa, 9300) A copy of the letter from Phatshoane Henney Inc. consenting to be named as the Company‘s attorneys in the Prospectus is available for inspection as set out in the introduction.

1.2.3.3 Bankers:

ABSA Bank Limited 3rd Floor, ABSA Forum Building, Nelson Mandela Drive, Bloemfontein, 9301 (PO Box 323, Bloemfontein, 9300); and

Grindrod Bank Limited 5th Floor Protea Place, 40 Dreyer Street, Claremont Western Cape, 7735 (Postnet Suite 64, Private Bag X1005, Claremont, 7735)

A copy of the letters from ABSA Bank Limited and Grindrod Bank Limited consenting to be named as the Company‘s banker in the Prospectus is available for inspection as set out in the introduction.

1.2.3.4 Underwriter: Eenhede Konsultante 302 Westerbloem, 39 Van Heerden Street, Wilgehof, Bloemfontein, 9301 (PO Box 16371, Vlaeberg, 8018 A copy of the letter from Eenhede Konsultante consenting to be named as the Company‘s underwriter in the Prospectus is available for inspection as set out in the introduction.

1.2.4 Qualification, borrowing powers, appointment, voting powers and remuneration of directors of Advanced Health [Regulation 58(3)]

1.2.4.1 Directors’ and prescribed officer remuneration

No prescribed officers have been identified in addition to the directors of Advanced Health. The remuneration and anticipated fees to be paid to the directors of Advanced Health for the year ending 30 June 2014 are set out below, assuming a conversion rate of R9.096 to AU$1:

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2014 Salary

R Fees

R

Retirement Benefits

R Bonus

R Total

R Option

s Executive: Carl Grillenberger - - 95 680 - 95 680 Note 1 Cor Van Zyl - - - - - Note 2 Marc Resnik (Note 3) 4 251 834 - 205 133 1 490 000 5 946 967 Note 3 Sub-total 4 251 834 - 300 813 1 490 000 6 042 647

Non-executive: Frans Van Hoogstraten (Note 4) - 120 000 - - 120 000 Phil Jaffe (Note 5) - 495 300 - 495 300 Note 6 Wilfred T Mthembu (Note 7) -

80 000 - - 80 000

Ysbrand Jacobus Visser 40 000 40 000 Sub-total - 735 300 - - 735 300 Totals 4 251 834 735 300 300 813 1 490 000 6 777 947

Note 1 - Carl Grillenberger In lieu of remuneration, for a period of 3 (three) years from the date of publication of the results for the end of each financial year of the Company, Carl Grillenberger is granted an American option (―the Option‖) to purchase a maximum of 2 000 000 (two million) ordinary shares per year, totalling 6 000 000 shares over a three year period commencing from 30 June 2014 (the ‗Option Shares‘), which Option must be exercised after three years from the Option being granted, within a further three year period. The exercise price payable per share for the Option Shares shall equal the amount of the weighted average price per share per annum of the Company‘s shares as traded on the JSE during the financial year ended June each year for which the Option is granted. The purchase consideration will be payable on exercise of the Option or any part thereof. The first option is to be exercised three years from the date of granting (30th June 2014), on or before the 30th June 2017. The second option which applies to the year ended 30 June 2015 must be exercised on or before 30th June 2018. The third option which applies to the year ended 30th June 2016 must be exercised on or before 30th June 2019. If the Option, or any part thereof, is not exercised within a period of three years from the date on which the Option is granted, the Option shall lapse. No option premium has been paid, or is payable, for the Option. Note 2 - Cor van Zyl In lieu of remuneration, for a period of 3 (three) years from the date of publication of the results for the end of each financial year of the Company, Cor van Zyl is granted an American option (―the Option‖) to purchase a maximum of 1 500 000 (one million five hundred thousand) ordinary shares per year, totalling 4 500 000 shares over a three year period commencing from 30 June 2014 (the ‗Option Shares‘), which Option must be exercised after three years from the Option being granted, within a further three year period. The exercise price payable per share for the Option Shares shall equal the amount of the weighted average price per share per annum of the Company‘s shares as traded on the JSE during the financial year ended June each year for which the Option is granted. The purchase consideration will be payable on exercise of the Option or any part thereof.

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The first option is to be exercised three years from the date of granting (30th June 2014), on or before the 30th June 2017. The second option which applies to the year ended 30 June 2015 must be exercised on or before 30th June 2018. The third option which applies to the year ended 30th June 2016 must be exercised on or before 30th June 2019. Note 3 – Marc Resnik In addition to his salary and benefits, Marc is entitled to 7.5% of the pre-tax profit earned by Presmed Australia calculated in terms of a predetermined formula. This has been estimated at AU$151,825 based on the profit forecast for Presmed Australia for the year ending 30 June 2014 and has been converted at an assumed exchange rate of R9.81 to AU$1. Furthermore, in 2012 Marc, through his investment company Kinser Investments, was granted an option to subscribe for 76 672 shares (equating to 10%) in Presmed Australia at a subscription price of AU$8.00 per Presmed share, exercisable for a period of 10 years commencing 26 June 2012. Note 4 - Frans van Hoogstraten Frans is entitled to an additional remuneration at a rate of R7 500.00 per meeting attended in addition to the monthly retainer of R10 000 per month. Note 5 – Phil Jaffe The fees payable to Phil Jaffe are in respect of 22 subsidiary company board meetings per year. In addition to this Phil is entitled to a remuneration of AU$2,285 per additional meeting attended. Note 6 – Phil Jaffe For a period of 3 (three) years from the end of each financial year of the Company, Phil Jaffe is granted an option to purchase a maximum of 100, 000 (one hundred thousand) ordinary shares per year (the ‗Option Shares‘). If the Option or any part thereof is not exercised after a period of 3 (three) years from the date on which the option is granted, within a further three year period, the Option shall lapse. The total purchase consideration payable for the Option Shares shall equal the amount of the weighted average price per share per annum of the company‘s shares as traded on the JSE during the financial year ended June each year on the date on which the option is granted, payable on exercising of the Option or any part thereof. The first option is to be exercised three years from the date of granting (30th June 2014), on or before the 30th June 2017. The second option which applies to the year ended 30 June 2015 must be exercised on or before 30th June 2018. The third option which applies to the year ended 30th June 2016 must be exercised on or before 30th June 2019. Note 7 – Wilfred T Mthembu In addition to the annual retainer of R80 000-00, Wilfred T Mthembu is entitled to an additional remuneration at a rate of R5 000.00 per meeting attended. Note 8: Ysbrand Jacobus Visser In addition to the annual retainer of R40 000 Jacobus is entitled to an additional remuneration at a rate of R2 500.00 per meeting attended. The fees for non-executive directors were approved by shareholders on 27 January 2014.

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Of the above directors the following directors are paid by Presmed Australia:

2014 Salary

R Fees

R Benefit

R Bonus

R Total

R Options

Executive:

Marc Resnik 4 251 834 - 205 133 1 490 000 5 946 967 Note 3 above

Sub-total 4 251 834 - 300 813 1 490 000 6 042 647 Analyses of benefits that are to be received by directors from the Company are set out below. The company has not granted fringe benefits to any director other than to Marc Resnik who receives vehicle fringe benefit.

Analysis of benefits Fringe

benefits housing

R

Fringe benefits vehicles

R

Overseas travel

allowance R

Expense allowance

R

Total

R Carl Grillenberger - - - - - Cor Van Zyl - - - - - Frans Van Hoogstraten

- - - - -

Phil Jaffe - - - - - Marc Resnik - 181 920 - 181 920 Wilfred T Mthembu - - Ysbrand Jacobus Visser

- - - - -

Totals - 181 920 - - 181 920 Marc Resnik is remunerated in Australian Dollars and a conversion rate of R9.096 to AU$1 has been used for the above table. There will be no variation of the remuneration of directors pursuant to the listing of Advanced Health. The above remuneration will be paid by Advanced Health and Presmed Australia.

1.2.4.2 Directors’ service contracts [Regulation 58(3)(a)]

Fees of non-executive directors must be approved by shareholders in general meeting as detailed in Annexure 13. The directors have the power to vote remuneration to themselves or any members of the board, other than fees for non-executive directors. No payments were made by Advanced Health Limited or accrued as payable, or were proposed to be paid within the three years preceding the date of this Prospectus, either directly or indirectly, in cash or securities or otherwise to: the directors in respect of management, consulting, technical, secretarial fees

or restraint payments; a third party in lieu of directors‘ fees; and the directors as an inducement to qualify them as directors. None of the directors have any commission, gain or profit-sharing arrangements other than the profit sharing arrangement which applies to Marc Resnik as reflected in note 6 on paragraph 1.2.4.1 of this Prospectus.

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The Company does not have a provident or pension plan in place as at the last practicable date, other than the Australian Superannuation payments, which apply to Carl Grillenberger and Marc Resnik as reflected under ―benefits column which forms part of paragraph 1.2.4.1 above. No director or promoter has any material beneficial interest, direct or indirect, in the promotion of Advanced Health and in any property to be acquired or proposed to be acquired by Advanced Health out of the proceeds of the issue or during the three years preceding the date of this Prospectus. The Company has formal employment agreements with all the executive directors which provide for a one month notice period after completion of the first year‘s employment. The employment agreement entitles the director to participate in the Company‘s Incentive Bonus Scheme and a discretionary 13th cheque. The employment agreements do not provide for restraint provisions, restraint payments or payments on termination of employment. One third of non-executive directors are subject to rotation each year as stipulated in the MOI. The Chief Executive Officer may be appointed by contract for a maximum period of three years and is subject to rotation except during the period of any such contract. The employment agreements are available for inspection as detailed in page 15 of this Prospectus. The MOI does not provide for an age limit for the retirement of directors but has provisions for the disqualification of directors as detailed in Annexure 15 to this Prospectus. M Janse Van Rensburg Professional Accountant (SA) has been appointed as the Company Secretary to Advanced Health from January 2014 in anticipation of the listing of the Company. There are no other existing or proposed contracts with Advanced Health, written or oral, relating to the directors and managerial remuneration and other fees. The Company does not have any Share Option Schemes. The only options granted are to the directors and subsidiary directors as detailed in paragraph 1.5 below.

1.2.4.3 Borrowing powers of the Company and the Subsidiaries exercisable by the directors [Regulation 58(3) (c)]

The relevant provisions of the MOI of Advanced Health relating to the borrowing powers exercisable by the directors are set out in Annexure 15 to this Prospectus. Neither Advanced Health, nor its Subsidiaries, has exceeded its borrowing powers during the past three years. There are no exchange controls or other restrictions on the borrowing powers of Advanced Health and its Subsidiaries.

1.2.4.4 Appointment, qualification and remuneration of directors

The relevant provisions of the MOI of Advanced Health relating to qualification, appointment, remuneration, voting powers, rotation/retirement, and interests in transactions of the directors are set out in Annexure 15 to this Prospectus. Remuneration in relation to directors is set out in 1.2.4.1 above.

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1.2.4.5 Directors’ declarations

The directors do not have any interests in contracts with Advanced Health as at the last practicable date other than in the acquisitions to form the Advanced Health group ahead of the listing as detailed in paragraph 1.7.2 and paragraph 1.8 of this Prospectus.

1.2.4.6 Other matters

In terms of the declarations lodged by the directors in accordance with Schedule 21 of the Listings Requirements, none of the directors or senior management of Advanced Health or its Subsidiaries: has been declared bankrupt or insolvent, or has entered into an individual

voluntary compromise arrangement to surrender his or her estate; is or was a director with an executive function of any company at the time of (or

within 12 months preceding), any business rescue, or any company that has adopted a resolution proposing business rescue or made application to be put under business rescue or any notices in terms of section 129(7) of the Companies Act, or any receivership, compulsory liquidation, creditors' voluntary liquidation, administration, company voluntary arrangement or any compromise or arrangement with its creditors generally or with any class of its creditors;

is or has been a partner in a partnership at the time of, or within 12 months preceding, any compulsory liquidation, administration or voluntary arrangements of such partnership;

is or has been a partner in a partnership at the time of, or within 12 months preceding, a receivership of any assets of such partnership;

has had any of his or her assets subject to receivership; is or has been publicly criticised by any statutory or regulatory authorities,

including recognised professional bodies or been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company;

is or has been convicted of any offence involving dishonesty; has been declared delinquent or placed under probation in terms of section 162

of the Companies Act and/or section 47 of the Close Corporations Act, 1984, as amended or has been disqualified by a Court to act as a director in terms of section 69 of the Act;

has been removed from an office of trust on the grounds of misconduct involving dishonesty; and/or

subject to any court order declaring such person delinquent or placing him under probation;

1.2.5 Company subsidiaries

The Company has two directly owned subsidiaries namely; Advanced Health SA and Presmed Australia. Advanced Health SA in turn holds 100% in eMalahleni Day Hospital and 100% in Medgate Day Clinic. In addition, Presmed Australia in turns holds 72.58% in Sydney Surgery Centre Proprietary Limited 56.50%, Epping Surgery Centre Proprietary Limited and 55.56% in Central Coast Surgery Centre Proprietary Limited.

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1.3. HISTORY, STATE OF AFFAIRS AND PROSPECTS OF THE COMPANY

[Regulation 59]

1.3.1 History of the Company [Regulation 59(3)(a)(i); 59(3)(a)(ii)]

Advanced Health was incorporated as a public company on 10 April 2013 as AC Motor Group Limited and remained dormant until it was decided to utilise the company as a holding company for Advanced Health. Eenhede Konsultante acquired control of AC Motor Group on 26 June 2013 in anticipation of injecting its controlling interests in Presmed Australia as well as eMalahleni Day Hospital and Medgate Day Clinic for purposes of listing on the JSE. With effect from 27 January 2014, Advanced Health acquired the controlling interests in Presmed Australia as well as eMalahleni Day Hospital, Medgate Day Clinic and Advanced Health SA, essentially from the former controlling shareholder Eenhede Konsultante, which company remains as the controlling shareholder of the Advanced Health Group. Presmed Australia was founded by PresMed Limited (now known as Life Healthcare Limited), together with key members of the PresMed Limited Management team a number of years ago and Eenhede Konsultante acquired Presmed Australia when control of Presmed Limited was sold to Afrox Healthcare in 1999. Presmed Australia accounts for more than 90% of the Advanced Health group at the Last Practicable Date. Thus the asset base and the management of the Group remains the same and Advanced Health has merely been interposed as the holding company for purposes of the listing on the JSE. Carl Grillenberger was mainly involved in the property industry since the 1970‘s. During the early 1980‘s the South African property industry had to fend for its survival in an environment where the industry was plagued by interest rates well in excess of 20% per annum. At the time Grillenberger decided to visit the USA, where the property industry had to deal with similar interest rates. The main aim of Grillenberger‘s trip was to form an idea as to how he should re-position his property involvement given the high interest rates which the industry had to live with. In Houston Texas, Grillenberger met a property developer who focussed on the development of medical centres and ambulatory surgery centres. This developer informed him that the advantage of an investment in healthcare properties is that people need healthcare whether the economy is depressed or flourishing. In Houston he learned that an investment in a well-planned medical facility can offer good returns over the long-term, irrespective of the state of the economy. Back in South Africa he formed President Medical Investments Limited (―Presmed‖) in 1983 and bought his first interest in the Witbank Day Clinic which is today known as the eMalahleni Day Hospital. In Witbank he learned all the important features associated with the management and growth of day clinics. By 1986 Grillenberger had invested most of his capital in three day clinics. Based on the advice obtained from Philip Jaffe, a practising chartered accountant from Johannesburg, he decided to list these clinics on the Development Capital Market of the JSE in 1988. Presmed Limited was the company used for this listing. In addition to day clinics Presmed also focussed on the development of private hospitals. Grillenberger‘s main passion however remained the development of day clinics.

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During the early 1990‘s the main private hospital operators functioning in South Africa demonstrated concern about the competition coming from day clinics. As a result they implemented strategies in terms of which the medical scheme movement changed the tariff structure for hospitals and clinics in such a way that these were detrimental to day clinics. Following this industry change, Grillenberger decided to take a two year sabbatical from his South African business involvements and moved to Sydney, Australia with the aim to develop clinics in Australia. Once the first Australian clinic was up and running Marc Resnik, who was at that time a director at Presmed, joined him and took over the management of the Australian business. The group now manages and owns three day clinics in Australia. Back in South Africa, Grillenberger merged Presmed Limited with Afrox Health Proprietary Limited. The merged entity is now known as Life Healthcare Limited. During the years which followed, Grillenberger was restrained from the healthcare industry in South Africa as a result of a restraint of trade undertaking given by him to Afrox Health. During these years the South African Day Clinic Association, which was once chaired by Grillenberger, became defunct and the number of day clinics in operation dwindled. During 2005 Life Healthcare terminated the lease agreement, which applied to the Medgate Day Clinic. Grillenberger saw this as an opportunity to get back into the South African Day clinic industry. A similar event happened in respect of the Witbank Day Clinic which was closed down by Life Health. Here it must be noted that the fee structure implemented by the South African medical scheme movement was such that it enhanced the admission of patients to hospitals and that day clinics were not rewarded on a fair and reasonable basis. Nothing was done to stimulate the development of day clinics. During 2009 Grillenberger refurbished and reopened the original Witbank Day Clinic under the name of eMalahleni Day Hospital. During the middle of 2013 Discovery Health decided to implement a new compensation strategy in terms of which specialists, who treat a Discovery Medical Scheme member in a day clinic, will be paid a higher fee compared to the fee payable if the said patient is treated in a hospital. This was good news to Grillenberger who by now learned that more than 6,000 ambulatory surgery centres have been developed in the USA to attend to the short stay surgical requirements of United States citizens. Shortly after the Discovery announcement, the management of the various clinics took a decision to merge the Australian clinics with those in South Africa and to form Advanced Health Limited. In addition to this the management of Advanced Health actively lobbied with other clinics in South Africa to get the defunct Day Clinic Association going again. This move has been received with overwhelming support from owners of clinics and should help the industry as a whole, to get a better foothold in the South Africa healthcare industry. The existing management and directors of Advanced Health took a decision to have Advanced Health listed on the AltX division of the JSE. The board of directors of Advanced Health is confident that by listing the group sufficient equity funds can be generated to fund the future growth objectives of the Advanced Health group. There are no government protection or investment encouragement laws that impact on the company or the Group.

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The group structure of Advanced Health is set out below:

1.3.2 About the Company and the Offer

Advanced Health was founded by Carl Grillenberger (―Carl‖), who has since the early 1980s been a firm believer in the benefits of day surgery facilities. Having gained international exposure to organisations involved with the development and management of ambulatory surgery centres, he formed President Medical Investments Limited (―Presmed‖) in 1983. Presmed‘s objectives were to acquire and develop same day surgical facilities and hospitals in South Africa. The company, which was listed on the JSE, grew from strength to strength under Carl‘s leadership. During the 1990‘s Cor van Zyl and Marc Resnik joined Carl and served with him as directors of Presmed. In 1999, Presmed, then a group consisting of 12 day clinics and 19 hospitals, became the vehicle for the reverse listing of the healthcare interests of African Oxygen Limited. Presmed was renamed Afrox Healthcare Limited, and is today known as Life Healthcare Limited. During the late 1990s Carl spent two years in Australia where he established Presmed Australia Proprietary Limited (―PMA‖), a company currently holding interests in three ophthalmic day clinics. In Australia, Carl was assisted by Marc Resnik, a former managing director of the then South African Lifecare Clinics and, subsequently, a Presmed director. Marc is managing director of the Australian arm of the business, having first stabilised and then expanded the asset base there. In 2006, Carl, by then no longer under a restraint of trade as a result of the Afrox Healthcare transaction, acquired the Medgate Day Clinic (―MDC‖) in Roodepoort, Gauteng and in 2009 he opened the eMalahleni Day Hospital in eMalahleni (Witbank), Mpumalanga. The main challenge which Carl had with the day clinic industry in South Africa was that this segment of the healthcare industry was never really supported by the funders of healthcare. A substantial part of the overseas growth came as a result of the support which the industry enjoyed from the funders of healthcare services. This type of support was lacking in South Africa to such an extent that the industry declined here while growing elsewhere in the world. Over the past few years the South African funders of health care services complained about the ever increasing costs associated with the hospitalisation of members in private hospitals. Little if anything was done to give serious consideration to other alternatives such as ambulatory surgery centres. From the middle of 2013 the Discovery Health Medical Scheme (―Discovery‖) started to look seriously at alternatives in terms of which their exposure to the private hospital industry can be curtailed.

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During August 2013 a plan in terms of which Discovery decided to incentivise specialists who attend to the treatment of their patients in day surgery facilities was formulated and promoted. This was the first time that a medical scheme in South Africa actively started to support the use of day surgery centres. This encouraged Carl and his team to actively look at ways in terms of which the South African leg of his healthcare involvements can be grown. A decision was taken to form Advanced Health with the aim of consolidating the Australian and South African day clinic interests as part of one holding company. Acknowledging the window of opportunity for day-clinic development signalled by the decision of Discovery, Advanced Health plans to raise R100 million, to develop 10 day-surgery facilities in South Africa and to fund related development opportunities in Australia. Advanced Health plans to hold a controlling shareholding in the operational business of each of its day clinics. The company‘s objective is to secure long-term leases over suitable buildings with the aim to invest only in the operational side of the facilities.

1.3.3 Corporate governance [Regulation 54(1) (b) (i); 54(1)(b)(ii)]

The Company‘s statement on Corporate Governance has been included as Annexure 16 to this Prospectus.

1.3.4 Material changes [Regulation 59(3) (b)]

Other than the utilization of Advanced Health to facilitate the listing as described in this prospectus, there has been no material change in the financial or trading position of Advanced Health or its Subsidiaries that has occurred since the date of incorporation of Advanced Health or since the year end of Presmed Australia as set out in Annexure 2 and Annexure 4 respectively. The results of eMalahleni Day Hospital and Medgate Day Clinic are not considered material in terms of the Act and the JSE Listings Requirements. There has been no material change in the business of Advanced Health or the Subsidiaries during the past 3 years, other than in the ordinary course of business.

1.3.5 Directors opinions regarding the prospects [Regulation 59(3) (c)]

The directors of the Company believe that the Group has excellent prospects based on the following: Solid reputation of directors and owners in their respective industries which

includes the previous listing of Presmed Limited on the JSE in 1999; An impeccable, proven track record demonstrated by the successful building of

a new day clinic group in both Australia and South Africa; Solid management that has grown the Advanced Health group to profitability

and positive cash flow over the past number of years; A strong relationship built with strategic partners over many years; The size of the markets in both Australia and in South Africa and their growth

potential, particularly the South African market which has less than 10% day clinics to hospitals compared to an approximate ratio of 50% in developed countries;

Strong cash flows as demonstrated by the historical performance of Presmed Australia in particular;

Anticipated support from medical schemes as indicated in recent news articles; Demand for cost effective healthcare services as indicated by the Government

in South Africa in particular with the National Health Insurance initiatives; and The Competition Commission‘s investigation of the private healthcare industry

in South Africa as announced in the news.

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In addition, the Company has entered into an agreement whereby Advanced Health SA will hold 51% in a newly formed entity by the name of Soweto Private Hospital Proprietary Limited and the remaining 49% will be held by Dr Wilfred T Mthembu and Dr Legodi. This company will attend to the operational side of the business. The property identified for the development of the hospital building will be held outside the Advanced Health group and the building, once constructed, will be let to Soweto Private Hospital Proprietary Limited at a market related rental for a period of 10 years with an option to renew the lease for a further 10 year period. Approval for the construction of the property has been recently approved and it is anticipated that construction of the Soweto hospital will be completed towards the end of March 2015. Thereafter, the installation of the operating theatre and other equipment is expected to be completed by June 2015. In addition, the directors consider that the business prospects are sound based on the expected growth from a solid and established base, the planned expansion from the proceeds of the capital raising, as well as the probable introduction of the Governments National Health Insurance initiative in the medium to long term.

1.3.6 State of affairs of the Company and any subsidiary [Regulation 59(3)(d)]

A general description giving a fair presentation of the state of affairs of Advanced Health, as well as the historical results of Advanced Health and Presmed Australia are set out in Annexure 2 and Annexure 4 respectively. This information is not presented in consolidated format as these companies were not part of the same group historically. The historical results of eMalahleni Day Hospital and Medgate Day Clinic for the three years ended 28 February 2013 have not been presented as they are not considered to be material subsidiaries as defined in the Act or the JSE Listings Requirements.

1.3.7 Principal immovable properties [Regulation 59(3) (e)]

The group only owns one sectional title unit property in Sydney, Australia currently valued at AU$2 million, which was purchased in December 2000 for a consideration of AU$1.45 million. The property is leased to one of the subsidiary companies.

1.3.8 Commitments for the purchase, construction or installation of buildings, plant,

or machinery [Regulation 59(3) (f)]

There are currently no commitments for the purchase, construction or installation of buildings, plant or machinery.

1.3.9 Company particulars and dividend policy [Regulation 59(3) (g)]

Information about the Company‘s history from incorporation and Presmed Australia‘s three year turnover and profit history before and after tax can be found in Annexure 2 and Annexure 4 of this Prospectus respectively. The Company does not have a formal dividend policy at present. After a period of approximately three years, the Board of Directors will consider the payment of dividends on an annual basis based on achievement of profit and cash flow requirements.

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The Board intends to introduce a formal dividend pay-out policy of 25% of the profit after tax after approximately three years following the listing of the Company, unless the Board is of the opinion that a lower dividend is to be declared because of the necessity to apply the Group‘s cash resources to any planned acquisitions or that it is in the interest of the Group to build up cash reserves for foreseeable unfavourable market or economic conditions. The Company has not determined any fixed dates on which dividends or entitlement to dividends arises. There is no arrangement in which future dividends are waived or agreed to be waived. In terms of the MOI of the Company, all unclaimed dividends shall not bear interest and may be invested or otherwise made use of by the directors as they deem fit for the benefit of the Company until claimed, provided that dividends unclaimed and retained for a period of not less than three years from the date on which such dividends became payable, may be declared forfeited by the directors for the benefit of the Company, subject to the laws of prescription.

1.4. SHARE CAPITAL OF THE COMPANY [Regulation 60]

1.4.1 The authorised and issued share capital of the Company at the Last Practicable Date is as follows: [Regulation 60(a) (i)]

R

Authorised share capital

1 000 000 000 ordinary Shares of no par value

Issued stated share capital

130 831 414 ordinary Shares of no par value 130 831 414 1.4.2 The authorised and issued share capital of the Company on the date of listing,

assuming that the Offer of 80 000 000 new Shares is fully subscribed (but before listing costs), will be as follows:

R

Authorised share capital 1 000 000 000 ordinary Shares of no par value

Issued stated share capital 210 831 414 ordinary Shares of no par value 210 831 414

The remaining authorised and unissued Shares, after the offer, will be under the control of the directors of the Company, subject to the provisions of the MOI, the Act and the JSE Listings Requirements. There are no treasury Shares held as at the last practicable date. All of the authorised and unissued Shares (including those to be issued in terms of the Prospectus) are of the same class and rank equally in every respect, including rights to dividends, profits or capital, rights on liquidation or distribution on capital assets. In accordance with the Act, issued Shares must be fully paid up and the securities to be listed are freely transferable. Any variation of rights attaching to the ordinary Shares will require the consent of shareholders in general meeting in accordance with the MOI of Advanced Health. There have been no previous offers of Shares by Advanced Health to members of the public.

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1.4.3 Alterations to the share capital [Regulation 60(b)]

The alterations to the share capital of the Company from the date of incorporation of the Company are detailed in Annexure 9 to this Prospectus.

1.4.4 Issues of the Company’s Shares

Details of the issue of Shares from the date of incorporation of the Company are detailed in Annexure 9 to this Prospectus.

1.4.5 Voting rights

The MOI of the Company provides that, subject to any special rights or restrictions as to voting attached to any Shares by or in accordance with the MOI and the JSE Listings Requirements, every person present in person or by proxy, and entitled to vote at any general meeting shall, on a show of hands, have only one vote but, upon a poll, each such person shall have one vote for every share held or represented by him. Any variation in rights attaching to Shares will require the consent of the holders of not more than three-fourths of the issued Shares of that class, or with the sanction of a resolution passed in the same manner as a special resolution of the Company at a separate general meeting of the holders of the Shares of that class.

Annexure 15 to this Prospectus contains the relevant extracts from Advanced Health‘s MOI.

1.4.6 Loan capital

At the date of this Prospectus, Advanced Health has no loan capital outstanding.

1.5 OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF SHARES [Regulation 61]

As at the Last Practicable Date, the following options to subscribe for shares in Advanced Health had been granted: 1.5.1 In lieu of remuneration, for a period of 3 (three) years from the date of publication of

the results for the end of each financial year of the Company, Carl Grillenberger is granted an American option (―the Option‖) to purchase a maximum of 2 000 000 (two million) ordinary shares per year, totalling 6 000 000 shares over a three year period commencing from 30 June 2014 (the ‗Option Shares‘), which Option must be exercised after three years from the Option being granted. The exercise price payable per share for the Option Shares shall equal the amount of the weighted average price per share of the Company‘s shares as traded on the JSE during the financial year ended 30 June for which the Option is granted. The purchase consideration will be payable on exercise of the Option or any part thereof. If the Option, or any part thereof, is not exercised within a period of three years from the date on which the Option is granted, the Option shall lapse. No option premium has been paid, or is payable, for the Option.

1.5.2 In lieu of remuneration, for a period of 3 (three) years from the date of publication of

the results for the end of each financial year of the Company, Cor van Zyl is granted an American option (―the Option‖) to purchase a maximum of 1 500 000 (one million five hundred thousand) ordinary shares per year, totalling 4 500 000 shares over a three year period commencing from 30 June 2014 (the ‗Option Shares‘), which Option must be exercised after three years from the Option being granted.

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The exercise price payable per share for the Option Shares shall equal the amount of the weighted average price per share of the Company‘s shares as traded on the JSE during the financial year ended 30 June for which the Option is granted. The purchase consideration will be payable on exercise of the Option or any part thereof.

1.5.3 For a period of 3 (three) years from the end of each financial year of the Company,

Phil Jaffe is granted an American option to purchase a maximum of 100, 000 (one hundred thousand) ordinary shares, per year (the ‗Option Shares‘). If the Option or any part thereof is not exercised after a period of 3 (three) years from the date on which the option is granted, the Option shall lapse, within a three year period thereafter. The total purchase consideration payable for the Option Shares shall equal the amount of the average price, per share, of the company‘s shares as traded on the JSE during the financial year ended 30 June on the date on which the option is granted, payable on exercise of the Option or any part thereof

As at the Last Practicable Date, the following options to subscribe for shares in subsidiaries in Advanced Health had been granted: 1.5.4 In 2012 Marc, through his investment company Kinser Investments, was granted an

option to subscribe for 76 672 shares (equating to 10%) in Presmed Australia at a subscription price of AU$8.00 per Presmed share, exercisable for a period of 10 years commencing 26 June 2012.

1.5.5 Options to acquire shares in Medgate Day Clinic have been granted as follows:

o To Gerrit Van Den Berg an option to acquire 177 375 shares in Medgate (4.3% of the existing issued share capital of Medgate) at R2.75 per share; and

o To Marti Gelderblom an option to acquire 192 375 shares in Medgate (4.75% of the existing issued share capital of Medgate) at R2.75 per share.

The above options expire on 1 March 2018. The options will have to remain in place as options granted by Medgate Day Clinic or alternatively they may be converted to acquire shares in Advanced, subject to any necessary JSE or shareholder approval although no agreement exists in this regard at the Last Practicable Date.

There are no other options or preferential rights granted in any form to subscribe for securities of the Company or its Subsidiaries. Other than the above options, there are no securities which have any preferential conversion and/or exchange rights as at the last practicable date. Fractions of Shares in Advanced Health will not be issued. However, in the event that any fractions arise, they will be rounded up from 0.5 cents and rounded down from 0.49 cents.

[Regulation 61(1)]

1.6 COMMISSIONS PAID AND PAYABLE IN RESPECT OF UNDERWRITING AND SHARE ISSUES [Regulation 62]

No consideration such as commissions, discounts or other payments have been paid by the Company in the preceding three years nor have any brokerages been granted in respect of the issue or sale of any securities. No commissions are payable in respect of the Prospectus as commission to any person for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any securities in the Company other than as detailed in paragraph 1.13 of this Prospectus. The Offer is partly underwritten in the amount of R20 000 000 by Eenhede Konsultante. An underwriting commission of 2% is payable in relation to the portion of the Offer that is underwritten, being R400 000 excluding VAT on R20 000 000.

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1.7 MATERIAL CONTRACTS [Regulation 63(1) (b)]

1.7.1 Existing and/or proposed contracts

A list of existing contracts and/or proposed contracts relating to directors‘ and managerial remuneration, royalties and secretarial and technical fees payable by the Company or any subsidiary of the Company are as follows:

Employment contracts with Carl Grillenberger, Cor van Zyl and Marc Resnik.

These are standard employment contracts and will not be varied on listing. The next annual review date will be during 2014.

M Janse Van Rensburg Professional Accountant (SA) will be performing the services as the Company Secretary from January 2014 for a monthly retainer of R15 000, which retainer fee is reviewable after three months.

The Company has not been a party to any material management agreements, restraint of trade agreements or any other agreement in terms of which any royalty or management fee is payable.

The Company has not entered into any agreement relating to the payment of technical fees to date of this Prospectus other than those reflected under paragraph 1.13 of this Prospectus.

1.7.2 Material contracts

The material agreements entered into by, or in respect of, the Company, otherwise than in the ordinary course of business, within the two years prior to the date of the Prospectus are as follows:

Acquisitions ahead of the listing of Advanced Health:

The two agreements entered into by Advanced Health with the Presmed Australia

Vendors for the acquisition of 94.64% of the shares in Presmed Australia dated 27 January 2014 with effect from 1 July 2013, for a purchase consideration of R90 466 536 which was settled through the issue of 90 466 536 Shares in Advanced Health in anticipation of the listing of Advanced Health; Presmed Australia will be directly held by Advanced Health and is considered a material acquisition in accordance with the JSE Listings requirements. The Presmed Australia Vendors have held their interest in Presmed Australian for more than fifteen years.

The five agreements entered into by Advanced Health with the Medgate Vendors

for the acquisition of 100% of the shares and the R5 080 625 loan account in Medgate Day Clinic dated 27 January 2014, for a purchase consideration of R10 621 875 which was settled through the issue of 10 621 875 Shares in Advanced Health in anticipation of the listing of Advanced Health. Medgate Day Clinic will be held through a South African holding company, namely Advanced Health SA, which was previously dormant and was formed to hold the South African day clinic interests;

The four agreements entered into between Advanced Health with the eMalahleni

Vendors for the acquisition of 100% of the shares in eMalahleni Day Hospital dated 27, 28 and 29 January 2014, for a net purchase consideration of R9 243 000 which was settled through the issue of 9 243 000 Shares in Advanced Health in anticipation of the listing of Advanced Health. eMalahleni Day Hospital will be held through Advanced Health SA;

All the shares in the above Subsidiaries have been transferred to Advanced Health or Advanced Health SA, where appropriate.

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A table summarising details of the above agreements is set out below:

Effective date of acquisition

Consideration

Valuation R

Goodwill R

Nature of Interest

Details of vendors

Presmed Australia

1 July 2013 642 099 shares (83.755) in Presmed Australia

80 050 482 RNil Share subscription

Eenhede Konsultante

1 July 2013 83 549 shares (10.90%) in Presmed Australia

10 416 054 RNil Share subscription

Maluti Aktien Gesellschaft

eMalahleni Day Hospital

1 July 2013 530 shares (68.0%) in eMalahleni Day Hospital (through the issue of 6 280 500 shares in Advanced Health SA)

6 280 500 3 817 882 Share subscription

Presmedical Witbank

1 July 2013 115 shares (14.7%) in eMalahleni Day Hospital (through 1 362 750 shares in Advanced Health SA)

1 362 750 828 408 Share subscription

Grand Palace Trading 58

1 July 2013 115 shares (14.7%) in eMalahleni Day Hospital (through 1 362 750 shares in Advanced Health SA)


Kodi Godfrey Moloto

1 July 2013 10 shares (1.3%) eMalahleni Day Hospital (through 118 500 shares in Advanced Health SA)

118 500 72 036 Share subscription

Martha Gelderblom

1 July 2013 10 shares (1.3%) in eMalahleni Day Hospital (through 118 500 shares in Advanced Health SA)


Joan Marlene Glanzmann

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Medgate Day Clinic

1 July 2013 520 000 shares (13.5%) in Medgate Day Clinic (through 1 430 000 shares in Advanced SA)


VC Family Trust

1 July 2013 1 480 000 shares (38.3%) in Medgate Day Clinic (through 4 070 000 shares in Advanced Health SA)


Carl Grillenberger Family Trust

1 July 2013 15 000 shares (0.4%) in Medgate Day Clinic (through 41 250 shares in Advanced Health SA)


Gerrit van den Berg

1 July 2013 1 847 500 shares (47.8%) in Medgate Day Clinic (through 5 080 625 shares in Advanced Health SA)


Eenhede Konsultante

Total

110 331 411 12 075 750

No loans or finance was associated with the above acquisitions.

Due to the above agreements being an effective restructure of existing interests and no effective change in control of the Subsidiaries, no book debts have been guaranteed nor any warranties given. No restraint of trade or other restrictions have been placed nor are they considered necessary.

No agreements have been made in respect of accrued liabilities for tax as the restructure has been done in accordance with Section 42 of the Income Tax Act.

1.8 INTERESTS OF DIRECTORS AND PROMOTERS [Regulation 64]

No consideration, has been paid, or agreed to be paid to any director or related party or another company in which a director has a beneficial interest or of which such director is also a director, nor to any partnership, syndicate or other association of which the director is a member to: [Regulation 64(2) (a)]

• induce the director to become a director; or • to qualify as a director; or • for services rendered by the director or by a company, partnership, syndicate or other

association in connection with the promotion or formation of the company.

C Grillenberger has an interest in the underwriting by Eenhede Konsultante of the Offer as detailed in paragraph 1.6 of this Prospectus.

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At the last practicable date, the aggregate direct and indirect interests of the directors, including former directors, of Advanced Health in the issued share capital of the Company before and after the offer (assuming the offer is fully subscribed) are indicated below:

Director Direct

beneficial Indirect

beneficial Total Percentage

of total issued share

capital (Before)

Percentage of total issued

share capital (After)

Carl Grillenberger* nil 105 161 610 105 161 610 87.8% 49.9% Cor Van Zyl 300 000 nil 300 000 nil 0.14% Frans Van Hoogstraten

nil 50 000 50 000 nil 0.024%

Phil Jaffe nil nil nil nil nil Marc Resnik nil nil nil nil nil Wilfred T Mthembu nil nil nil nil nil Ysbrand Jacobus Visser

nil 15 416 054 15 416 054 9.4% 7.3%

* Carl Grillenberger is a beneficiary of certain of the trusts which are shareholders in the controlling shareholder, namely Eenhede Konsultante, which will hold no more than 49.9% of the shares in Advanced Health following implementation of the offer.

The above shareholdings were acquired either as Vendors or by way of subscription for shares as detailed in Annexure 8, all at R1.00 per Share. There have been no other changes to the above information up until the Last Practicable Date.

In accordance with the provisions of the JSE Listings Requirements, 50% of the shares held by directors and the controlling shareholder will be held in trust with the Company‘s attorney until the publication of the audited results of Advanced Health for the year ended 30 June 2015 after which a 25% shareholding will be released and the remaining 25% the following year. The relevant securities may only be released after notifying the JSE of the intention to so release.

There are no non-beneficial direct or indirect interests held by directors. There are no promoters who have received fees or will receive any fees in relation to the promotion or formation of the Company.

The Designated Advisor will hold 500 000 shares in Advanced Health at the date of listing, of which 50% thereof will be locked up in accordance with the JSE Listings Requirements for companies listed on the AltX as described above for the directors of the Designated Advisor.

None of the directors, including a director who has resigned during the last 18 months, had any material beneficial interests, whether direct or indirect, in transactions that were effected by Advanced Health or its Subsidiaries.

1.9 LOANS [Regulation 65]

1.9.1 Material loans made to the Company and the Group [Regulation 65(2) (a)(i) to (iv)] Details of material loans made to the Company and the Group, as well as inter group borrowings, are set out in Annexure 10 to this Prospectus.

As at the Last Practicable Date, no loans have been made to any director, manager or associate of the Company or the Group.

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1.9.2 Material loans made by the Company or the Group [Regulation 65(2)(b)]

The Company or the Group has not advanced any material loans to any party and has not made any loans nor furnished any security for the benefit of any director or manager, or any associate of any director or manager as at the Last Practicable Date, other than an immaterial loan receivable as disclosed in Annexure 10 to this Prospectus.

1.9.3 Contingent liabilities, material capital commitments and material inter-company

balances

At the Last Practicable Date, the Company and the Group had no contingent liabilities, material capital commitments or material inter-company balance, other than the inter-company balances as detailed in Annexure 10.

1.10 SHARES ISSUED OR TO BE ISSUED OTHER THAN FOR CASH [Regulation 66]

The following Shares have been issued other than for cash after 30 June 2013 for the acquisition of the various subsidiaries of Advanced Health at R1 per share as detailed in paragraph 1.7.2 above:

Vendors Total Value of asset in R Number of shares issued Eenhede Konsultante 85 131 107 85 131 107 Maluti Aktien Gesellschaft 10 416 054 10 416 054 Presmedical Witbank 6 280 500 6 280 500 Kodi Moloto 1 362 750 1 362 750 Grand Palace Trading 1 362 750 1 362 750 Marti Gelderblom 118 500 118 500 Joan Glansman 118 500 118 500 VC Family Trust 1 430 000 1 430 000 Carl Grillenberger Family Trust 4 070 000 4 070 000 Gerrit Van Den Berg 41 250 41 250 Total 110 331 411 110 331 411

The loan advanced by Eenhede Konsultante to Medgate Day Clinic as at 30 June 2013, which stood at R5 080 625-00, has been converted at R1.00 per share to 5 080 625 shares in Advanced ahead of the intended listing. These shares are incorporated in the above amount of R85 131 107. The above Shares have been issued before the Last Practicable Date as part of the structuring of the group ahead of the listing of the Company on the JSE.

Options to acquire shares in Medgate Day Clinic have been granted as follows: o To Gerrit Van Den Berg an option to acquire 177 375 shares (4.3%) in Medgate at R2.75

per share; and o To Marti Gelderblom an option to acquire 192 375 shares (4.75%) in Medgate at R2.75

per share.

The above options expire on 1 March 2018. The options will have to remain in place as options granted by Medgate Day Clinic or alternatively they will have to be converted to acquire shares in Advanced.

In addition, the Company has issued 500 000 shares to Arcay Moela Sponsors on 10 February 2014 for services rendered in connection with the listing of the Advanced Health in terms of the letter of appointment. In terms of a long standing arrangement within Arcay Moela Sponsors, 50% of these shares accrue to Mr Miller Moela with the remaining 50% to be transferred to Arcay Client Support Proprietary Limited. However, 50% of the shares are to be held in trust in accordance with the JSE Listings Requirements and accordingly the transfers of 50% of the number of shares will be delayed in accordance with the JSE Listings Requirements.

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Other than the above Shares, none of the Company‘s Shares have been issued other than for cash in the three years immediately preceding the date of this Prospectus and no other agreement has been entered into in terms of which the Company‘s Shares will be issued other than for cash.

There have also been no repurchases by the Company of its Shares in the three years immediately preceding the date of this Prospectus.

Similarly, the Subsidiaries have not issued or repurchased its shares during the three years immediately preceding the date of this Prospectus other than Presmed Australia as detailed below: o During the first half of 2012, an Australian company, Nealsun Pty Limited (―Nealsun‖)

decided to exit from its investment in PresMed Australia. o A decision was taken to implement the share-buy-back by paying Nealsun a dividend of

AU$7.90 per share and in addition to this paying a further AU$ 1.00 per share. o The effective price paid for the shares held by Nealsun was AU$8.90 per share or

AU$3,313,069.50 for the entire shareholding of 372 255 shares held by Nealsun. o During June 2012, the issued share capital of Presmed Australia was reduced by the

372 255 shares from 1 138 979 shares to 766 724 shares as a result of the share buyback.

1.11 PROPERTY ACQUIRED OR TO BE ACQUIRED OR DISPOSED [Regulation 67]

As at the Last Practicable Date, the Company nor the Group are not in the process of acquiring immovable property. The Group has not acquired immovable property during the past three years but holds a property as detailed in paragraph 1.3.7 above.

In addition, the Company nor the Group has not disposed of, and does not propose to dispose of any immovable property or fixed assets to third parties.

1.12 AMOUNTS PAID OR PAYABLE TO PROMOTERS [Regulation 68]

No promoter has any material beneficial interest in the Company‘s promotion. The Company nor its Subsidiaries have not paid any amount (whether in cash or in securities), nor given any benefit to any promoters or any partnership, syndicate or other association of which a promoter was a member within the three years preceding the Last Practicable Date or in relation to the offer.

1.13 PRELIMINARY EXPENSES AND ISSUE EXPENSES [Regulation 69]

The following expenses and provisions are expected, or have been provided for in connection with the preparation of this Prospectus. All the fees payable to the parties below are exclusive of VAT. Service Service provider R Legal advisors Phatshoane Henney Inc. 100 000 Designated advisor Arcay Moela Sponsors 750 000 Registration of Prospectus CIPC 7 000 Documentation fee JSE 58 254 Listing fee JSE JSE 25 582 Auditors and reporting accountants Mazars (Gauteng) Incorporated 465 000 Auditors (Australia) UHY Haines Norton CA 645 816 Valuation of business units Ingham Analytical Ltd 150 000 Listing related professional services Rhetor CC 50 000 Printing and publishing To be appointed 85 844 Capital raising (assumed at R80 000 000) Arcay Moela Sponsors 1 600 000 Underwriting Eenhede Konsultante 400 000 Total 4 337 496

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There are no preliminary expenses in the three years preceding the issue of this Prospectus. A capital raising fee of 2% is payable on the raising of the R80 000 000 to the various introducers of such funds and Arcay Moela Sponsors has been appointed to place the Shares. An amount of R20 000 000 has been underwritten at an underwriting fee of 2%. The directors have made due and careful enquiry to confirm that the underwriter can meet its commitments in terms of the offer. Of the above estimated expenses, R1 100 000 has been estimated to be related to the preparation of the Prospectus and listing costs and will have an effect on the Statement of Comprehensive Income, whilst the balance of R3 237 496 has been allocated to the cost of issuing shares and raising capital and will be set off against stated capital.

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SECTION 2 – INFORMATION ABOUT THE OFFERED SECURITIES [REGULATION 56] 2.1 Purpose of the offer [Regulation 70]

The purpose of the offer is to expand the capital base and shareholder spread of the Company in order to achieve a minimum spread of shareholders in terms of the JSE Listings Requirements. The additional capital will be applied to facilitate the development and growth in the Group‘s investment in Day Surgery Facilities in South Africa and Australia. The offer will enable the general public to participate directly in the equity of the Company. The listing is aimed to create a platform for the Group from which it will be able to raise additional capital in the future.

2.2 Time and date of the opening and closing of the offer [Regulation 71]

2014 Date on which the offer contemplated in this Prospectus will be open at 09h00 on

Monday, 31 March

Date on which the offer contemplated in this Prospectus will close at 12h00 on

Thursday, 17 April

Listing of securities on the JSE at the commencement of business on

Friday, 25 April

2.3 Particulars of the offer [Regulation 72]

2.3.1 Issue price of the ordinary Shares in this offer

The Company‘s capital structure and alterations to the share capital since incorporation and preceding the date of this Prospectus are set out in Annexure 9. The directors have resolved, via the required resolutions, authorisations and approvals, to issue 80 000 000 ordinary shares of no par value at 100 cents per share in terms of the Offer. The directors consider this price to be justified by the prospects of the Company and the Group.

2.3.2 What the offer comprises

The offer comprises an offer to the public to subscribe for 80 000 000 ordinary Shares at 100 cents per share. Applications for the subscription may only be made on the forms which are enclosed with this Prospectus. Applications are irrevocable and may not be withdrawn once received by Advanced Health. Application forms must be completed in accordance with the provisions of this Prospectus and the instructions set out in the application form. Applications must be for a minimum of 5 000 Shares and in multiples of 100 thereafter.

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In the event of an over-subscription, the formula for the basis of allotment will be calculated in such a way that a person will not, in respect of his application, receive an allocation of a lesser number of securities than any other subscriber who applied for the same number or a lesser number of securities and will be determined by the directors on an equitable basis in line with the Listings Requirements. The company reserves the right to allocate shares applied for by medical practitioners on a preferential basis in case of an over subscription. Shares will only be tradable on the JSE in dematerialised form and as such, all shareholders who elect to receive certificated Shares will first have to dematerialise their certificated Shares should they wish to trade therein. Applicants are advised that it takes between one and 10 days to dematerialise certificated Shares depending on the volumes being processed by Strate and Trifecta Capital Services Proprietary Limited at the time of dematerialisation. Disadvantages of holding shares in certificated form include: the current risks associated with the holding of shares in certificated form,

including the risk of loss, in respect of tainted scrip, remain; and when a shareholder, holding certificated shares wishes to transact on the JSE,

such shareholder will be required to appoint a CSDP or a stockbroker to dematerialise the relevant ordinary shares prior to a stockbroker being able to transact in such shares. Such dematerialisation can take up to 10 days. A certificated shareholder will have no recourse in the event of delays occasioned by the validation process or the acceptance or otherwise of the certificated shares by a CSDP.

Application for dematerialised shares where the applicant has a CSDP or broker: Applications may only be made on the relevant application form attached to this

Prospectus. Photocopies or other reproductions may be rejected. The application form must be completed and delivered to the applicant‘s duly

authorised CSDP or broker, as the case may be, at the time and on the date stipulated in the agreement governing their relationship with their CSDP or broker: - the brokers will collate all their respective applications and forward the

instruction to the brokers‘ nominated CSDP‘s; - the CSDP‘s will collate all the applications received from brokers and/or

applicants and notify the transfer secretaries; and - payment will be effected against delivery of shares.

Applications for certificated shares: Applications for certificated shares are no longer permitted in terms of the FMA. Applicants that do not have a CSDP or a Stockbroker can be assisted by Trifecta to open an account. Payment may only be made by cheque, banker‘s draft or electronic transfer. Postal orders or cash will not be accepted. The cheque or banker‘s draft or proof of electronic transfer must be attached to and submitted with the relevant application form. Cheques must be crossed ―not negotiable‖, ―not transferable‖ and made payable in favour of ―Advanced Health Limited”. Applicants will be obliged to provide such documentary or other information as may be required on demand in order to satisfy the requirements of the Financial Intelligence Centre Act 38 of 2001, failing which an application may be rejected at the discretion of the directors of the Company.

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Application forms must be lodged with Trifecta Capital Services: Business Partners Tower Hive, 5th Floor, 3 Caxton Road, Industria, 2093; or PO Box 61272, Marshalltown, 2107

so as to be received by no later than 12h00 on Thursday, 17 April 2014.

NO LATE APPLICATIONS WILL BE ACCEPTED.

Each envelope should contain only one application form and must be clearly marked “Advanced Health Issue”. No receipts will be issued for applications and remittances. Applications will only be regarded as complete when the relevant cheque/banker‘s draft/electronic transfer has been paid. All capital raised is payable in the currency of South Africa and will be deposited with Absa Bank Limited immediately upon receipt by the Company, and will be utilised to pay for the costs of this Prospectus. Should any cheque or banker‘s draft be dishonoured, the directors of the Company may, in their absolute discretion, regard the relevant application as revoked and take such other steps in regard thereto as they may deem fit. Shares may not be applied for in the name of a minor, deceased estate or partnership. No documentary evidence of capacity to apply need accompany the application form, but the directors reserve the right to call upon any applicant to submit such evidence for noting, which evidence will be returned at the applicant‘s risk. Shares will be allocated in certificated form if the application form is received by the transfer secretaries directly from the applicant and no duly completed custody mandate accompanies such form. Advanced Health Shares will trade on the JSE utilising the Strate settlement procedure. The principal features of Strate are: trades executed on the JSE must be settled within five business days; penalties apply for late settlement; an electronic record of ownership replaces share certificates and physical

delivery of share certificates; and all investors are required to appoint either a broker or a CSDP to act on their

behalf and to handle their settlement requirements. 2.3.3 Issue of Shares

All Shares offered in terms of this Prospectus will be allotted and issued at the expense of Advanced Health under the provisions of the FMA. All Shares offered in terms of this Prospectus will be allotted subject to the provisions of Advanced Health‘s MOI and will rank pari passu in all respects with existing Shares. Advanced Health will use the ―certified transfer deeds and other temporary documents of title‖ procedure approved by the JSE and only ―block‖ certificates will be issued for Shares allotted in terms of this Prospectus or deposited with the CSDP. For applicants who subscribe for dematerialised Shares, their duly appointed CSDP or broker will receive the dematerialised Shares on their behalf on transfer of the applicant‘s consideration for the Shares by the duly appointed CSDP or the broker to the transfer secretaries.

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2.3.4 Exchange Control Regulations

The following summary is intended as a guide and is therefore not comprehensive. If you are in any doubt hereto, please consult your professional adviser.

"In terms of the Exchange Control Regulations of the Republic of South Africa: - A former resident of the Common Monetary Area who has emigrated, may use

emigrant blocked funds to subscribe for Shares in terms of this Prospectus; - all payments in respect of subscriptions for Shares by an emigrant, using emigrant

blocked funds, must be made through the Authorised Dealer in foreign exchange controlling the blocked assets;

- any Shares issued pursuant to the use of emigrant blocked funds, will be credited to their blocked share accounts at the Central Securities Depository Participant controlling their blocked portfolios;

- Shares subsequently re-materialised and issued in certificated form, will be endorsed ―Non-Resident‖ and will be sent to the Authorised Dealer in foreign exchange through whom the payment was made; and

- if applicable, refund monies payable in respect of unsuccessful applications or partly successful applications, as the case may be, for Shares in terms of this Prospectus, emanating from emigrant blocked accounts, will be returned to the Authorised Dealer in foreign exchange through whom the payments were made, for credit to such applicants‘ blocked accounts.

Applicants resident outside the Common Monetary Area should note that, where Shares are subsequently re-materialised and issued in certificated form, such share certificates will be endorsed ―Non-Resident‖ in terms of the Exchange Control Regulations.‖

2.4. Minimum subscription [Regulation 73]

Initially the directors decided to raise R100 000 000, of which R20 000 000 has already been placed prior to the issue of this Prospectus, leaving R80 000 000 which is the subject of the Offer. In the opinion of the directors, the minimum amount to be raised from all investors in terms of this offer is R30 000 000, which is required in order to meet the minimum subscription level of R50 000 000 as set by the AltX Advisory Committee (of which R20 000 000 has already been raised as indicated above) and which funds are scheduled for expansion planned in South Africa as well as the requirements for the 5 theatre day clinic that is to be established in Australia. The minimum subscription of R30 000 000 is partly underwritten by R20 000 000 as detailed in paragraph 1.6 of this Prospectus. All amounts raised will be utilised to expand the number of day clinics operated by the Advanced Health Group and provide for the further working capital of the Company and the Group, as stated in the pro forma financial statements in the Prospectus. The Company expects to raise the full amount offered in this Prospectus.

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2.5 The Company’s shareholding

Prior to the implementation of the offer and as at the Last Practicable Date, the following shareholders beneficially held, directly or indirectly, 5% or more of the issued share capital of the Company: Before the offer (based on 130 831 414 shares in issue)

Number of Shares %

Eenhede Konsultante (direct) 85 131 107 65.07

Presmedical Witbank (direct) 14 530 500 11.11

Maluti Aktien Gesellschaft (direct) 10 416 054 7.96

110 077 664 84.14 Following the implementation of the offer (based on 210 831 414 shares in issue and assuming that no shares are acquired through the underwriting of the offer), the following shareholders are anticipated to beneficially hold, directly or indirectly, 5% or more of the issued share capital of the Company:

Number of Shares %

Eenhede Konsultante (direct) 85 131 107 40.38

Presmedical Witbank (direct) 14 530 500 6.89

99 661 610 47.27 In the event that a lower subscription is achieved, Eenhede Konsultante has undertaken that it will not hold more than 49.99% in Advanced Health as at 30 June 2014.

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SECTION 3 – STATEMENTS AND REPORTS RELATING TO THE OFFER [REGULATION 56] 3.1 Statement of adequacy of capital [Regulation 74]

The directors of the Company are of the opinion that the issued share capital and the working capital of Advanced Health and its Subsidiaries (the Group) both before and pursuant to the offer, is sufficient for the Company and its Subsidiaries present requirements, that is, for a period of at least the next 12 months from the date of issue of this Prospectus. Arcay, the Company‘s designated advisor, has confirmed that it has obtained written confirmation from the directors that the working capital available to the Group is sufficient to meet the requirements of the Group for at least the next 12 months from the date of issue of this Prospectus. The designated advisor is satisfied that this confirmation has only been given after due and careful enquiry by the directors.

3.2 Report by directors as to material changes [Regulation 75]

The Company was incorporated on 10 April 2013. On 27 January 2014, the Company acquired control of Presmed Australia, which represents over 90% of the group‘s operations historically and also acquired 100% in eMalahleni Day Hospital and Medgate Day Clinic between 27 January 2014 and 29 January 2014, which acquisitions are with effect from 1 July 2013. Details of these acquisitions are fully set out in this Prospectus. Presmed Australia has been identified as the accounting acquirer in terms of IFRS and thus its financial history is regarded as the history of the group. The historical financial information of Presmed Australia is fully set out in Annexure 4 of this Prospectus. Save as disclosed in this Prospectus, there have been no other material changes in the financial and trading position of the Company since incorporation and the date of this Prospectus.

3.3 Statement as to listing on a stock exchange [Regulation 76]

The Company‘s Shares are not currently listed on any stock exchange. In anticipation of the Listing, the Company has submitted an application for its Shares to be listed on the JSE with effect from the commencement of business on Friday, 25 April 2014. The JSE has approved the listing of Advanced Health, subject to the Company raising R50 000 000 as required by the AltX Advisory Committee (of which R20 000 000 has already been raised) and achieving the spread of public shareholders required in terms of the JSE Listings Requirements relating to AltX.

3.4 Report by the auditor when a business undertaking is to be acquired [Regulation 77]

Save as disclosed in this Prospectus, no proceeds of this offer or any part of the proceeds of the issue of securities or any other funds are to be applied directly or indirectly in the purchase of any business undertaking.

3.5 Report by the auditor when the Company will acquire a subsidiary [Regulation 78]

This offer to the public does not coincide, directly or indirectly, with the acquisition by the Company, or its Subsidiaries, of securities in or of the business undertaking of any other company, in consequence of which that company or business undertaking will become a subsidiary of or part of the business of Advanced Health.

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3.6 Reports by the auditor of the Company [Regulation 79]

Annexure 1 to this Prospectus contains the reporting accountants‘ report on the historical financial information of Advanced Health as set out in Annexure 2. Annexure 3 to this Prospectus contains the reporting accountants‘ report on the historical financial information of Presmed Australia as set out in Annexure 4. Annexure 5 contains the reporting accountants‘ report on the pro forma financial information as set out in Annexure 6. Annexure 7 contains the reporting accountants‘ report on the profit forecasts as set out in Annexure 8. Information on dividends declared and paid to shareholders is detailed in Annexure 4. Detailed financial statements for these periods are also available under ―Documents and consents available for inspection‖ as set out at the beginning of the Prospectus.

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SECTION 4 – ADDITIONAL MATERIAL INFORMATION [Regulation 56] The following additional disclosures are made in respect of the Company and Group in accordance with section 6 of the Listings Requirements: 4.1 Litigation statement

There are no legal or arbitration proceedings, including any proceedings that are pending or threatened, of which the Company and Group is aware that may have or have had in the last 12 months, a material effect on the Company‘s or the Group‘s financial position.

4.2 Experts’ consents

Each of the parties listed under Corporate Information on page 3 have consented in writing to act in the capacities stated and to their names appearing in this Prospectus and have not withdrawn their consent prior to the publication of this Prospectus. The reporting accountants have consented in writing to have their reports appear in the Prospectus in the form and context as they appear and have not withdrawn their approval prior to the publication of this Prospectus.

4.3 Directors’ responsibility statement

The directors of the Company, whose names are given in Section 1, paragraph 1.2 of this Prospectus, collectively and individually, accept full responsibility for the accuracy of the information provided in this Prospectus and certify that to the best of their knowledge and belief there are no facts relating to the Company and Group that have been omitted which would make any statement relating to the Company or Group false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Prospectus contains all information relating to the Company or Group required by law and the JSE Listings Requirements.

4.4 Vendors and controlling shareholder The vendors associated with the listing of Advanced Health are set out on paragraph 1.7.2 of the Prospectus. The controlling shareholder of Advanced Health is Eenhede Konsultante, before and after the issue of Shares in terms of this Prospectus.

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SECTION 5 – INAPPLICABLE OR IMMATERIAL MATTERS [REGULATION 56] The following paragraphs of the Companies Regulations dealing with the requirements for a Prospectus are not applicable to this Prospectus: 52(2), 55, 57(2), 58(3)(d), 59(2)(a), 60(c), 61, 62, 65(2)(b), 66, 68, 69(a), 69(b), 70(b), 72(2), 72(3), 74(b), 75, 77, 78 and 80. By order of the Board Carl Alfred Grillenberger Chief Executive Officer Registered office One Health, Ground Floor, Woodmead North Office Park, 54 Maxwell Drive Woodmead, 2157 (PO Box 1476, Silverton, Pretoria, 0127) SIGNED AT WOODMEAD ON 31 MARCH 2014 ON BEHALF OF ALL THE DIRECTORS OF ADVANCED HEALTH LIMITED

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ANNEXURE 1

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF ADVANCED HEALTH ―19 March 2014 The Directors Advanced Health Limited One Health Building Woodmead North Office Park 54 Maxwell Drive Woodmead Dear Sirs, REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON ADVANCED HEALTH LIMITED (“ADVANCED HEALTH”), Introduction Advanced Health Limited (―Advanced Health‖) is issuing a prospectus relating to its proposed listing on the JSE Limited (―JSE‖). At your request and for the purposes of the prospectus to be dated on or about 31 March 2014 (―the Prospectus‖), we present our report on the historical financial information of Advanced Health presented in Annexure 2 to the Prospectus for the period ended 30 June 2013 from date of incorporation of 10 April 2013 in compliance with the JSE Limited Listings Requirements.. Responsibilities Directors’ Responsibility for the Financial Statements Directors are responsible for the preparation, contents and presentation of the Prospectus and the fair presentation of the historical financial information in accordance International Financial Reporting Standards and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatements, whether due to fraud or error. Reporting Accountants’ Responsibility Our responsibility is to express an opinion on the historical financial information of Advanced Health for the period ended 30 June 2013, included in the Prospectus, based on our audit of the financial information for the year ended 30 June 2013. Scope of the audit We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the historical financial information, are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the historical financial information. The procedures selected depend on the auditors‘ judgment, including the assessment of the risks of material misstatement of the historical financial information, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity‘s preparation and fair presentation of the historical financial information, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity‘s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by directors, as well as evaluating the overall presentation of the historical financial information.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Audit Opinion In our opinion, the historical financial information of Advanced Health for the year ended 30 June 2013 fairly presents, in all material respects, for the purposes of the Prospectus, the financial position of Advanced Health on incorporation in accordance with International Financial Reporting Standards, the requirements of the Companies Act of South Africa, and the JSE Limited Listings Requirements. Consent This report on the historical financial information is included solely for the information of the Advanced Health shareholders. We consent to the inclusion of our report on the historical financial information and the references thereto, in the form and context in which they appear. Mazars (Gauteng) Inc. Director: Manoj M Manilal Registered Auditor Chartered Accountant (SA) 19 March 2014―

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ANNEXURE 2

HISTORICAL FINANCIAL INFORMATION OF ADVANCED HEALTH This annexure contains a report on the historical financial information of Advanced Health. The information is taken from the audited statement of financial performance of Advanced Health as at 30 June 2013 which was prepared in the manner required by the Act, where applicable and in accordance with IFRS and was reported on without qualification by Mazars (Gauteng) Inc.. The Company was incorporated on 10 April 2013 with a stated capital of R3.00. The company had no trading activities until the acquisition of Presmed Australia, eMalahleni Day Hospital and Medgate Day Clinic (―the acquisitions‖) on 27 January 2014 to 29 January 2014. The information has been extracted from the management accounts of the Company. The information presented in this Annexure 2 is the responsibility of the directors of Advanced Health. Mazars has been appointed as the first auditors to the Company and its audit report on the audited historical financial information are contained in Annexure 1 to this Prospectus. There are no facts or circumstances that are material to an appreciation of the state of affairs, financial position, changes in equity, results of operations and cash flows other than the post incorporation acquisitions detailed above. Segmental information has not been reported as the Company has remained dormant since incorporation until 27 January 2014. The executive board comprising of Chief Executive Officer, Carl Grillenberger and Financial Director Cor Van Zyl, have made all management decisions since acquisition of control of Advanced Health with effect from 26 June 2013. There has been no material change in the nature of the business of the Group since 30 June 2013 up to the Last Practicable Date, other than the post incorporation acquisitions mentioned above and as detailed in the Prospectus. As the group only came into effect on 27 January 2014, no adjustments were required to be made to the historical financial information of the Company used in preparing the report of historical financial information in relation to retrospective application of changes in accounting policies or retrospective correction of fundamental errors. Review of activities until 3 March 2014: 1. Review of activities

Main business and operations Advanced Health was incorporated as a public company on 10 April 2013 as AC Motor Group Limited and remained dormant until it was decided to utilise the company as a holding company for Advanced Health. The company changed its name to Advanced Health Limited by way of special resolution on 20 December 2013. The special resolution has been registered by CIPC on 19 March 2014. The year end of the Company is 30 June. Advanced Health is an investment holding company. It acquired the acquisitions with effect from 27 January 2014. The historical financial statements have been prepared using accounting policies which are in accordance with International Financial Reporting Standards. The Company has remained dormant until the acquisitions and accordingly no Statement of Comprehensive Income has been presented. The state of affairs of the company are fully set out in the attached special purpose financial statements and do not in our opinion require any further comment.

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Statement of financial position, Statement of Cash Flows and Statement of Changes in Equity The Company had stated capital and loan accounts of R3 from date of incorporation. Statement of comprehensive income No Statement of Comprehensive Income has been presented as the Company has been dormant until the acquisitions detailed in the prospectus.

2. Authorised and issued share capital Subsequent to incorporation but prior to the Last Practicable Date, the Company issued the following shares: - 90 466 536 shares were issued to the Presmed Australia Vendors on 27 January 2014 at

R1.00 per share; - 21 804 000 shares were issued to the eMalahleni Day Hospital Vendors on 27 January

2014 to 29 January 2014 at R1.00 per share; - 10 621 875 shares were issued to the Medgate Day Clinic Vendors on 27 January 2014

at R1.00 per share; - 500 000 shares were issued to the Designated Advisor in settlement of listing fees at

R1.00 per share on 27 January 2014; and - 20 000 000 shares were issued to various entities or individuals on 28 February 2014

that are closely associated with the Advanced Health Group as detailed in Annexure 9 to this Prospectus;

No additional shares have been, or have been committed to be, issued after the Last Practicable Date, other than the Shares to be issued as part of the Offer. There are no convertible securities in issue at the Last Practicable Date. There are no share or option schemes in existence in the Group as at the Last Practicable Date other than the options to subscribe for shares granted to directors of Advanced Health as detailed in the Prospectus.

3. Dividends [Regulation 79(1)(b)]

No dividends have been declared from date of incorporation until the Last Practicable Date. 4. Holding company

The Company is controlled by Eenhede Konsultante.

5. Interest in subsidiaries On date of incorporation the Company did not have any subsidiaries.

6. Going concern review

The financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. Post the acquisitions, the directors have considered the operational budget and cash flow forecasts for the ensuing year which are based on the current expected economic and market conditions. The directors believe that Advanced Health and its newly acquired subsidiaries have adequate financial resources to continue as a going concern during the ensuing year. Accordingly, the directors have adopted the going concern basis in the preparation of the historical financial statements.

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7. Events after the reporting period The directors are not aware of any matter or circumstance arising since the end of the financial year that has a material impact on the historical financial statements, other than those instances described in note 2 below.

8. Borrowing limitations

In terms of the Memorandum of Incorporation of the company, the directors may exercise all the powers of the company to borrow money, as they consider appropriate. Furthermore the directors shall procure that the aggregate principal amount at any one time outstanding in respect of moneys borrowed or raised by the company and all the subsidiaries shall not exceed, to the extent applicable, the aggregate amount authorised.

9. Directors The directors of the company at the date of this report are C Grillenberger, C van Zyl, M Resnik, P Jaffe (alternate YJ Visser), WT Mthembu and F van Hoogstraten.

10. Interest in subsidiaries acquired post year end

The Company had no subsidiaries at the date of incorporation. 11. Special resolutions

At a general meeting of the shareholders held on 27 January 2014 it was resolved that financial assistance in terms of section 45 be approved for all group companies. The directors are satisfied that all criteria as per section 44 and section 45 of the Companies Act were met. At a general meeting of the shareholders held on 27 January 2014, the shareholders approved the non-executive directors‘ remuneration for the period commencing January 2014. Shareholders passed special resolutions on 20 December 2013 for the change in the name of the Company to Advanced Health Limited and for the adoption of a new MOI in order to ensure compliance of the MOI with the JSE Listings Requirements. Other than the name change and adoption of the new MOI, there have been no other changes to the share capital from the date of incorporation of the Company.

12. Auditors

Mazars (Gauteng) Inc. has been appointed as the auditor and will continue in office in accordance with section 90 of the Companies Act of South Africa.

13. Liquidity and solvency

The directors have performed the required liquidity and solvency tests as and when required by the Companies Act of South Africa.

14. Report by the Auditor of the Company [Regulation 79]

Historical financial information in respect of the Company on date of incorporation as set out in Annexure 2 and the Report of the auditors of the company thereon, as required by regulation 79 of the Companies Regulations, has been set out in Annexure 1 of this Prospectus.

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Statement of Financial Position as at 30 June 2013 Notes R Assets Non-Current Assets Loan to shareholder 3 Total Assets 3 Equity and Liabilities Equity Stated capital 1 3 Total Equity and Liabilities 3 Per share information: Net asset value per share (cents) 100 Net tangible asset value per share (cents) 100 Number of shares in issue 3

Accounting Policies 1. Presentation of Annual Financial Statements The annual financial statements have been prepared in accordance with International Financial Reporting Standards, and the Companies Act of South Africa. The annual financial statements have been prepared on the historical cost basis, and incorporate the principal accounting policies set out below. 1.1 Financial instruments Initial recognition and measurement Financial instruments are recognised initially when the company becomes a party to the contractual provisions of the instruments. The company classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable, which are measured at cost and are classified as available for sale financial assets. For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument. Subsequent measurement Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method.

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Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised. 1.2 Share capital and equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Ordinary shares are classified as equity. Mandatorily redeemable preference shares are classified as liabilities. If the company reacquires its own equity instruments, the consideration paid, including any directly attributable incremental costs (net of income taxes) on those instruments are deducted from equity until the shares are cancelled or reissued. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the company‘s own equity instruments. Consideration paid or received shall be recognised directly in equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 2. New standards and interpretations 2.1 Standards and interpretations effective and adopted in the current year In the current year, the company has adopted the following standards and interpretations that are effective for the current financial year and that are relevant to its operations: IAS 1 - Presentation of financial statements- New requirements to group together items within OCI that may be reclassified to the profit or loss section of the statement of comprehensive income in order to facilitate the assessment of their impact on the overall performance of an entity. The effective date of the standard is for years beginning on or after 1 July 2012. The company has adopted the standard for the first time in the 2013 financial statements. The adoption of this standard has not had a material impact on the results of the company, nor on its disclosure. 2.2 Standards and interpretations not yet effective IFRS 1: First-time Adoption of International Financial Reporting Standards • Amendments add an exception to the retrospective application of IFRSs to require that first-

time adopters apply the requirements in IFRS 9 Financial Instruments and IAS 20 Accounting for Government Grants and Disclosure of Government Assistance prospectively to government loans existing at the date of transition to IFRSs.*

• Annual Improvements 2009–2011 Cycle amendments clarify the options available to users when repeated application of IFRS 1 is required and to add relevant disclosure requirements.*

• Annual Improvements 2009–2011 Cycle amendments to borrowing costs. * * Annual periods beginning on or after 1 January 2013. IFRS 7: Financial Instruments: Disclosures • Amendments require entities to disclose gross amounts subject to rights of set-off, amounts set

off in accordance with the accounting standards followed, and the related net credit exposure. This information will help investors understand the extent to which an entity has set off in its balance sheet and the effects of rights of set-off on the entity‘s rights and obligations.*

* Annual periods beginning on or after 1 January 2013.

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IFRS 9: Financial Instruments • New standard that forms the first part of a three-part project to replace IAS 39 Financial

Instruments: Recognition and Measurement. * * Annual periods beginning on or after 1 January 2015. IFRS 10: Consolidated Financial Statements • New standard that replaces the consolidation requirements in SIC-12 Consolidation—Special

Purpose Entities and IAS 27 Consolidated and Separate Financial Statements. Standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company and provides additional guidance to assist in the determination of control where this is difficult to assess.*

• Amendments to the transition guidance of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities, thus limiting the requirements to provide adjusted comparative information.*

• IFRS 10 exception to the principle that all subsidiaries must be consolidated. Entities meeting the definition of ‗Investment Entities‘ must be accounted for at fair value under IFRS 9, Financial Instruments, or IAS 39, Financial Instruments: Recognition and Measurement.**

* Annual periods beginning on or after 1 January 2013. ** Annual periods beginning on or after 1 January 2014. IFRS 11: Joint Arrangements • New standard that deals with the accounting for joint arrangements and focuses on the rights

and obligations of the arrangement, rather than its legal form. Standard requires a single method for accounting for interests in jointly controlled entities.

• Amendments to the transition guidance of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities, thus limiting the requirements to provide adjusted comparative information.

* Annual periods beginning on or after 1 January 2013. IFRS 13: Fair Value Measurement • New guidance on fair value measurement and disclosure requirements.* * Annual periods beginning on or after 1 January 2013. IAS 1: Presentation of Financial Statements • New requirements to group together items within OCI that may be reclassified to the profit or

loss section of the income statement in order to facilitate the assessment of their impact on the overall performance of an entity.**

• Annual Improvements 2009–2011 Cycle: Amendments clarifying the requirements for comparative information including minimum and additional comparative information required.*

* Annual periods beginning on or after 1 January 2013. ** Annual periods beginning on or after 1 July 2012. IAS 16: Property, Plant and Equipment • Annual Improvements 2009–2011 Cycle: Amendments to the recognition and classification of

servicing equipment.* * Annual periods beginning on or after 1 January 2013.

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IAS 19; Employee Benefits • Amendments to the accounting for current and future obligations resulting from the provision

of defined benefit plans.* * Annual periods beginning on or after 1 January 2013. IAS 32: Financial Instruments: Presentation • Amendments require entities to disclose gross amounts subject to rights of set-off, amounts set

off in accordance with the accounting standards followed, and the related net credit exposure. This information will help investors understand the extent to which an entity has set off in its balance sheet and the effects of rights of set-off on the entity‘s rights and obligations.*

• Annual Improvements 2009–2011 Cycle: Amendments to clarify the tax effect of distribution to holders of equity instruments.*

* Annual periods beginning on or after 1 January 2013. IAS 34: Interim Financial Reporting • Annual Improvements 2009–2011 Cycle: Amendments to improve the disclosures for interim

financial reporting and segment information for total assets and liabilities.* * Annual periods beginning on or after 1 January 2013. All standards and interpretations will be adopted at their effective dates. The aggregate impact on the initial application of these standards and interpretations on the company‘s annual financial statements is expected not to have a major impact. Notes to the Annual Financial Statements 2013

R 1. Stated capital Authorised 1 000 000 000 ordinary shares of no par value.

Issued

3 Ordinary shares of no par value 3

2. Subsequent events

Acquisition of investments in subsidiaries

In January 2014 the controlling shareholders of Presmed Australia, eMalahleni Day Hospital and Medgate Day Clinic restructured their investments in the above entities by agreeing to swap their shares with those of with Advanced Health Limited. As a result of the restructure, Advanced Health now has the following investments in subsidiaries:

% Held R Presmed Australia 100 90 466 536 eMalahleni Day Hospital 100 9 243 000 Medgate Day Clinic 100 10 621 875

The controlling shareholders before and after the restructure have not changed.

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The following Advanced Health shares have been issued for the acquisition of the above subsidiaries: - 90 466 536 shares were issued to the Presmed Australia Vendors on 27 January 2014 at R1.00

per share; - 9 243 000 shares were issued to the eMalahleni Day Hospital Vendors on 27 January 2014 to

29 January 2014 at R1.00 per share; - 10 621 875 shares were issued to the Medgate Day Clinic Vendors on 27 January 2014 at

R1.00 per share; Issued share capital Subsequent to incorporation, the Company issued the following shares: - 500 000 shares were issued to the Designated Advisor in settlement of listing fees at R1.00 per

share on 27 January 2014; and - 20 000 000 shares were issued to various entities or individuals on 28 February 2014 that are

closely associated with the Advanced Health Group as detailed in Annexure 9 to this Prospectus.

No additional shares have been, or have been committed to be, issued after the Last Practicable Date, other than the Shares to be issued as part of the Offer.

Listing of Advanced Health on the JSE AltX

The shareholders of Advanced Health are in the process of Listing the company on the Johannesburg Stock Exchange, AltX. The anticipated completion of the listing will be by the end of April 2014.

Group accounting policies

As a result of the above acquisitions and the proposal to list on the Johannesburg Stock Exchange, the following accounting policies are adopted by Advanced Health:

1. Presentation of Annual Financial Statements

The annual financial statements have been prepared in accordance with International Financial Reporting Standards, and the Companies Act of South Africa. The annual financial statements have been prepared on the historical cost basis, and incorporate the principal accounting policies set out below.

1.1 Consolidation Basis of consolidation The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Advanced Health Limited at the end of the reporting period. A controlled entity is an entity over which Advanced Health Limited has the power to govern the financial and operating policies so as to obtain benefits from its activities. Where controlled entities have entered or left the group during the year, the financial performance of those entities are included only for the period of the year that they were controlled. In preparing the consolidated financial statements, all intragroup balances and transactions between entities in the consolidation group have been eliminated in full on consolidation. Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are shown separately within the equity section of the consolidated statement of financial position and statements showing profit or loss and other comprehensive income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date.

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The financial information of Advanced Health has been prepared in accordance with International Financial Reporting Standards (―IFRS‖) and International Financial Reporting Interpretations Committee (―IFRIC‖) interpretations as issued by the International Accounting Standards Board (―IASB‖) and the Johannesburg Stock Exchange (―JSE‖) Listing requirements and by applying the accounting policies of Advanced Health This financial information has been authorised for issue by the management. Business combinations Business combinations occur where an acquirer obtains control over one or more businesses. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exceptions). When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date. All transaction costs incurred in relation to business combinations are recognised as expenses in profit or loss when incurred. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase. Investment in associates An associate is an entity over which the company has significant influence and which is neither a subsidiary nor a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. An investment in associate is accounted for using the equity method, except when the investment is classified as held-for-sale in accordance with IFRS 5 Non-current assets held-for-sale and discontinued operations. Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost adjusted for post-acquisition changes in the company's share of net assets of the associate, less any impairment losses. Losses in an associate in excess of the company‘s interest in that associate are recognised only to the extent that the company has incurred a legal or constructive obligation to make payments on behalf of the associate. Any goodwill on acquisition of an associate is included in the carrying amount of the investment; however, a gain on acquisition is recognised immediately in profit or loss. Profits or losses on transactions between the company and an associate are eliminated to the extent of the company‘s interest therein. When the company reduces its level of significant influence or loses significant influence, the company proportionately reclassifies the related items which were previously accumulated in equity through other comprehensive income to profit or loss as a reclassification adjustment. In such cases, if an investment remains, that investment is measured to fair value, with the fair value adjustment being recognised in profit or loss as part of the gain or loss on disposal.

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Goodwill Goodwill is carried at cost less any accumulated impairment losses. The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds a less than 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the non-controlling interest in the acquiree either at fair value (‗full goodwill method‘) or at the non-controlling interest‘s proportionate share of the subsidiary‘s identifiable net assets (‗proportionate interest method‘). In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective notes to these financial statements disclosing the business combination. Under the full goodwill method, the fair value of the non-controlling interests is determined using valuation techniques which make the maximum use of market information where available. Under this method, goodwill attributable to the non-controlling interest is recognised in the consolidated financial statements. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is tested for impairment annually and is allocated to the group‘s cash-generating units or groups of cash-generating units, which represents the lowest level at which goodwill is monitored but where such level is not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold. Changes in the ownership interests in a subsidiary are accounted for as equity transactions and do not affect the carrying amounts of goodwill.

1.2 Significant judgements and sources of estimation uncertainty In preparing the annual financial statements, management is required to make estimates and assumptions that affect the amounts represented in the annual financial statements and related disclosures. Use of available information and the application of judgement is inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the annual financial statements. Significant judgements include: Trade and other receivables Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets. Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Provision for impairment of receivables The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the recent sales experience, the ageing of receivables, historical collection rates and specific knowledge of the individual debtor‘s financial position.

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Recovery of deferred tax asset Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Long service leave provision The liability for long service leave is recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account. Trade and Other Payables Trade and other payables represent the liabilities for goods and services received by the Group that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability. Fair value estimation The fair value of financial instruments traded in active markets (such as trading and available-for-sale securities) is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the company is the current bid price. The fair value of financial instruments that are not traded in an active market (for example, over-the counter derivatives) is determined by using valuation techniques. The company uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the balance sheet date. The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the company for similar financial instruments. Impairment testing At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include considering external sources of information and internal sources of information, including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset‘s fair value less costs to sell and value in use to the asset‘s carrying amount. Any excess of the asset‘s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard. Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

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Provisions Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.

1.3 Property, plant and equipment The cost of an item of property, plant and equipment is recognised as an asset when: • it is probable that future economic benefits associated with the item will flow to the

company; and • the cost of the item can be measured reliably. Property, plant and equipment is initially measured at cost. Costs include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, replace part of, or service it. If a replacement cost is recognised in the carrying amount of an item of property, plant and equipment, the carrying amount of the replaced part is derecognised. Property, plant and equipment is carried at revalued amount, being the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. When an item of property, plant and equipment is revalued, any accumulated depreciation at the date of the revaluation is restated proportionately with the change in the gross carrying amount of the asset so that the carrying amount of the asset after revaluation equals its revalued amount. The revaluation surplus in equity related to a specific item of property, plant and equipment is transferred directly to retained earnings when the asset is derecognised. Property, plant and equipment are depreciated on the straight line basis over their expected useful lives to their estimated residual value. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset Depreciation Rate Buildings 2.5% -10% Plant and equipment 10% - 40% Property, plant and equipment is carried at cost less accumulated depreciation and any impairment losses. The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting period. If the expectations differ from previous estimates, the change is accounted for as a change in accounting estimate. The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset. The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognised. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item.

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1.4 Financial instruments

Initial recognition and measurement Financial instruments are recognised initially when the company becomes a party to the contractual provisions of the instruments. The company classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable, which are measured at cost and are classified as available for sale financial assets. For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument. Subsequent measurement Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss. Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm‘s length transactions, reference to similar instruments and option pricing models. The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of Accounting Standards specifically applicable to financial instruments. Derecognition Financial assets are derecognised when the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised when the related obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non- cash assets or liabilities assumed, is recognised in profit or loss.

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Impairment of financial assets At the end of each reporting period, the Group assesses whether there is objective evidence that a financial asset has been impaired. A financial asset (or a group of financial assets) is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a "loss event") having occurred, which has an impact on the estimated future cash flows of the financial asset(s). In the case of available-for-sale financial assets, a significant or prolonged decline in the market value of the instrument is considered to constitute a loss event. Impairment losses are recognised in profit or loss immediately. Also, any cumulative decline in fair value previously recognised in other comprehensive income is reclassified to profit or loss at this point. In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults. For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the written-off amounts are charged to the allowance account or the carrying amount of impaired financial assets is reduced directly if no impairment amount was previously recognised in the allowance account. When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the Group recognises the impairment for such financial assets by taking into account the original terms as if the terms have not been renegotiated so that the loss events that have occurred are duly considered. Financial instruments designated as at fair value through profit or loss Financial assets are classified at ―fair value through profit or loss‖ when they are held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying amount being included in profit or loss. Financial instruments designated as available for sale Available-for-sale investments are non-derivative financial assets that are either not capable of being classified into other categories of financial assets due to their nature or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments. They are subsequently measured at fair value with any remeasurements other than impairment losses and foreign exchange gains and losses recognised in other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss. Available-for-sale financial assets are classified as non-current assets when they are not expected to be sold within 12 months after the end of the reporting period. All other available-for-sale financial assets are classified as current assets.

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Held to maturity investments Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group‘s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised. Financial Liabilities Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised. Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position.

1.5 Tax Income tax assets and liabilities Income tax, is to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset. Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets and liabilities A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from: • the initial recognition of goodwill; or • the initial recognition of an asset or liability in a transaction which: - is not a business combination; and - at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). A deferred tax liability is recognised for all taxable temporary differences associated with investments in subsidiaries, branches and associates, and interests in joint ventures, except to the extent that both of the following conditions are satisfied: • the parent, investor or venturer is able to control the timing of the reversal of the temporary difference; and • it is probable that the temporary difference will not reverse in the foreseeable future.

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A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that: • is not a business combination; and • at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). A deferred tax asset is recognised for all deductible temporary differences arising from investments in subsidiaries, branches and associates, and interests in joint ventures, to the extent that it is probable that: • the temporary difference will reverse in the foreseeable future; and • taxable profit will be available against which the temporary difference can be utilised. Tax expenses Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: • a transaction or event which is recognised, in the same or a different period, directly in equity, or • a business combination. Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly to equity.

1.6 Leases Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset- but not the legal ownership are transferred to entities in the consolidated group, are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised as expenses on a straight-line basis over the lease term. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.

1.7 Inventories Inventories are measured at the lower of cost and net realisable value on the first-in-first-out basis. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

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When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, are recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

1.8 Share capital and equity An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Ordinary shares are classified as equity. Mandatorily redeemable preference shares are classified as liabilities. If the company reacquires its own equity instruments, the consideration paid, including any directly attributable incremental costs (net of income taxes) on those instruments are deducted from equity until the shares are cancelled or reissued. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the company‘s own equity instruments. Consideration paid or received shall be recognised directly in equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

1.9 Employee benefits Provision is made for the company's liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may not satisfy any vesting requirements. Those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows.

1.10 Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Where the Group has retrospectively applied an accounting policy, made a retrospective restatement of items in the financial statements or reclassified items in its financial statements, an additional statement of financial position as at the beginning of the earliest comparative period will be disclosed.

1.11 Revenue and Other Income Revenue from services rendered is recognised with reference to the stage of completion of the transaction at balance sheet date using the percentage of completion method. Dividend revenue is recognised when the right to receive a dividend has been established. Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax. Interest is recognised, in profit or loss, using the effective interest rate method.

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1.12 Value Added TAX (VAT)

Revenues, expenses and assets are recognised net of the amount of VAT incurred is not recoverable from the Revenue Services. Receivables and payables are stated inclusive of the amount of VAT receivable or payable. The net amount of VAT recoverable from, or payable to, the Revenue Services is included with other receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The VAT components of cash flows arising from investing or financing activities, which are recoverable from or payable to the Revenue Services, are presented as operating cash flows included in receipts from customers or payments to suppliers.

1.13 Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

1.14 Translation of foreign currencies Foreign currency transactions A foreign currency transaction is recorded, on initial recognition in Rands, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. At each balance sheet date: • foreign currency monetary items are translated using the closing rate; • non-monetary items that are measured in terms of historical cost in a foreign currency

are translated using the exchange rate at the date of the transaction; and • non-monetary items that are measured at fair value in a foreign currency are translated

using the exchange rates at the date when the fair value was determined. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous annual financial statements are recognised in profit or loss in the period in which they arise. When a gain or loss on a non-monetary item is recognised directly in equity, any exchange component of that gain or loss is recognised directly in equity. When a gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is recognised in profit or loss.

2. New standards and interpretations

2.1 Standards and interpretations effective and adopted in the current year In the current year, the company has adopted the following standards and interpretations that are effective for the current financial year and that are relevant to its operations: IAS 1 - Presentation of financial statements- New requirements to group together items within OCI that may be reclassified to the profit or loss section of the statement of comprehensive income in order to facilitate the assessment of their impact on the overall performance of an entity.

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The effective date of the standard is for years beginning on or after 1 July 2012. The company has adopted the standard for the first time in the 2013 financial statements. The adoption of this standard has not had a material impact on the results of the company, nor on its disclosure.

2.2 Standards and interpretations not yet effective IFRS 1: First-time Adoption of International Financial Reporting Standards • Amendments add an exception to the retrospective application of IFRSs to require that

first-time adopters apply the requirements in IFRS 9 Financial Instruments and IAS 20 Accounting for Government Grants and Disclosure of Government Assistance prospectively to government loans existing at the date of transition to IFRSs.*


• Annual Improvements 2009–2011 Cycle amendments to borrowing costs. * * Annual periods beginning on or after 1 January 2013. IFRS 7: Financial Instruments: Disclosures • Amendments require entities to disclose gross amounts subject to rights of set-off,

amounts set off in accordance with the accounting standards followed, and the related net credit exposure. This information will help investors understand the extent to which an entity has set off in its balance sheet and the effects of rights of set-off on the entity‘s rights and obligations.*

* Annual periods beginning on or after 1 January 2013. IFRS 9: Financial Instruments • New standard that forms the first part of a three-part project to replace IAS 39 Financial

Instruments: Recognition and Measurement. * * Annual periods beginning on or after 1 January 2015. IFRS 10: Consolidated Financial Statements • New standard that replaces the consolidation requirements in SIC-12 Consolidation—

Special Purpose Entities and IAS 27 Consolidated and Separate Financial Statements. Standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company and provides additional guidance to assist in the determination of control where this is difficult to assess.*



* Annual periods beginning on or after 1 January 2013. ** Annual periods beginning on or after 1 January 2014.

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IFRS 11: Joint Arrangements • New standard that deals with the accounting for joint arrangements and focuses on the

rights and obligations of the arrangement, rather than its legal form. Standard requires a single method for accounting for interests in jointly controlled entities.


* Annual periods beginning on or after 1 January 2013. IFRS 13: Fair Value Measurement • New guidance on fair value measurement and disclosure requirements.* * Annual periods beginning on or after 1 January 2013. IAS 1: Presentation of Financial Statements • New requirements to group together items within OCI that may be reclassified to the

profit or loss section of the income statement in order to facilitate the assessment of their impact on the overall performance of an entity.**


* Annual periods beginning on or after 1 January 2013. ** Annual periods beginning on or after 1 July 2012. IAS 16: Property, Plant and Equipment • Annual Improvements 2009–2011 Cycle: Amendments to the recognition and

classification of servicing equipment.* * Annual periods beginning on or after 1 January 2013. IAS 19; Employee Benefits • Amendments to the accounting for current and future obligations resulting from the

provision of defined benefit plans.* * Annual periods beginning on or after 1 January 2013. IAS 32: Financial Instruments: Presentation • Amendments require entities to disclose gross amounts subject to rights of set-off,

amounts set off in accordance with the accounting standards followed, and the related net credit exposure. This information will help investors understand the extent to which an entity has set off in its balance sheet and the effects of rights of set-off on the entity‘s rights and obligations.*


* Annual periods beginning on or after 1 January 2013. IAS 34: Interim Financial Reporting • Annual Improvements 2009–2011 Cycle: Amendments to improve the disclosures for

interim financial reporting and segment information for total assets and liabilities.* * Annual periods beginning on or after 1 January 2013. All standards and interpretations will be adopted at their effective dates. The aggregate impact on the initial application of these standards and interpretations on the company‘s annual financial statements is expected not to have a major impact.

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ANNEXURE 3

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF PRESMED ―19 March 2014 The Directors Advanced Health Limited One Health Building Woodmead North Office Park 54 Maxwell Drive Woodmead Dear Sirs, INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE AUDITED AND REVIEWED HISTORICAL FINANCIAL INFORMATION OF PRESMED AUSTRALIA PROPRIETARY LIMITED (“PRESMED”) FOR THE YEARS ENDED 30 JUNE 2013, 30 JUNE 2012 AND 30 JUNE 2011 Introduction At your request and for the purposes of the Prospectus to shareholders, to be dated on or about 31 March 2014 (―the Prospectus‖), we present our report on the historical financial information of Presmed presented in Annexure 4 to the Prospectus for the years ended 30 June 2013, 30 June 2012 and 30 June 2011 in compliance with the JSE Limited Listings Requirements. Responsibilities Directors’ Responsibility for financial statements Directors are responsible for the preparation, contents and presentation of the Prospectus and the fair presentation of the historical financial information in accordance International Financial Reporting Standards and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatements, whether due to fraud or error. Reporting Accountants’ Responsibility Our responsibility is to express an opinion on the historical financial information of Presmed for the period ended 30 June 2013 and 30 June 2012, included in the Prospectus, based on our audit of the financial information for the year ended 30 June 2013 and 30 June 2012. Our responsibility is to express a conclusion on the historical financial information of Presmed for the period ended 30 June 2011, included in the Prospectus, based on our review of the financial information for the year ended 30 June 2011. Scope of the audit We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the historical financial information, are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the historical financial information. The procedures selected depend on the auditors‘ judgment, including the assessment of the risks of material misstatement of the historical financial information, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity‘s preparation and fair presentation of the historical financial information, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity‘s internal control.

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An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by directors, as well as evaluating the overall presentation of the historical financial information. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Audit opinion In our opinion, the historical financial information of Presmed for the year ended 30 June 2013 and 30 June 2012 fairly presents, in all material respects, for the purposes of the Prospectus, the financial position of Presmed at that date and the results of the operations and cash flows for the year then ended in accordance with International Financial Reporting Standards, and the JSE Limited Listings Requirements. Scope of the review Our responsibility is to express a conclusion on the historical financial information, included in the Prospectus based on our review. We conducted our review in accordance with International Standards on Review Engagements (ISRE) 2400, ―Engagements to Review Financial Statements‖. ISRE 2400 requires us to conclude whether anything has come to our attention that causes us to believe that the historical financial information, taken as a whole, are not prepared in all material respects in accordance with the applicable financial reporting framework. This Standard also requires us to comply with relevant ethical requirements. A review of the historical financial information in accordance with ISRE 2400 consists primarily of making inquiries of management and others within the entity involved in financial and accounting matters, applying analytical procedures, and evaluating the sufficiency and appropriateness of evidence obtained. A review also requires performance of additional procedures when the practitioner becomes aware of matters that cause the practitioner to believe the financial statements as a whole may be materially misstated. We believe that the evidence we obtained in our review is sufficient and appropriate to provide a basis for our conclusion. Review conclusion Based on our review, nothing has come to our attention that causes us to believe that the historical financial information do not present fairly, in all material respects, for the purposes of the Prospectus, the financial position of Presmed as at 30 June 2011 and its financial performance and cash flows for the year then ended, in accordance with International Financial Reporting Standards and the JSE Limited Listings Requirements. Consent This report on the historical financial information is included solely for the information of the Advanced Health shareholders. We consent to the inclusion of our report on the historical financial information and the references thereto, in the form and context in which they appear. Mazars (Gauteng) Inc. Manoj M Manilal Registered Auditor Chartered Accountant (SA) 19 March 2014‖

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ANNEXURE 4

CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF PRESMED AUSTRALIA This annexure contains a report on the historical financial information of Presmed Australia. The information is taken from the audited financial statements of Presmed Australia which were prepared in the manner required by the Act, where applicable and in accordance with IFRS and were audited and reported on without qualification by Mazars (Gauteng) Inc. for the two years ended 30 June 2013 and 30 June 2012 and were reviewed and reported on without qualification for the year ended 30 June 2011. The information has been extracted from the annual financial statements of Presmed Australia. The information presented in this Annexure 4 is the responsibility of the directors of Advanced Health and Presmed Australia. Mazars has been appointed as the reporting accountants in accordance with JSE Listings Requirements and its special purpose audit report on the audited financial information is contained in Annexure 3 to this Prospectus. There are no facts or circumstances that are material to an appreciation of the state of affairs, financial position, changes in equity, results of operations and cash flows other than the post incorporation acquisitions detailed above. Segmental information has not been reported as Presmed Australia does not operate in distinct segments. The executive board comprising of Managing Director, Marc Resnik, who makes all management decisions. There has been no material change in the nature of the business of the Group since 30 June 2013 up to the Last Practicable Date, other than the change in direct controlling shareholder to Advanced Health in anticipation of the listing as detailed in the Prospectus. No adjustments were required to be made to the financial information of Presmed Australia used in preparing the report of historical financial information in relation to retrospective application of changes in accounting policies or retrospective correction of fundamental errors. Review of activities until 3 March 2014: 1. Review of activities

Main business and operations Presmed Australia is the holding company for three ophthalmic day clinics that operate in Sydney Australia. The state of affairs of the company are fully set out in the attached special purpose financial statements and do not in our opinion require any further comment.

2. Authorised and issued share capital

The share capital of Presmed Australia is set out in the financial statements below, No additional shares have been, or have been committed to be, issued after the Last Practicable Date, other than an option to subscribe for shares to Kinser Investments as detailed in the Prospectus. There are no convertible securities in issue at the Last Practicable Date. There are no share or option schemes in existence in the Group as at the Last Practicable Date other than the options to subscribe for shares granted to Marc Resnik through Kinser Investments as mentioned above.

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3. Dividends [Regulation 79(1)(b)]

No dividends have been declared during the year ended 30 June 2013. 4. Holding company

The Company is directly controlled by Advanced Health and indirectly controlled by Eenhede Konsultante.

5. Interest in subsidiaries

The Company has three subsidiaries as detailed in the annual financial statements below. 6. Going concern review

The financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. The directors have considered the operational budget and cash flow forecasts for the ensuing year which are based on the current expected economic and market conditions. The directors believe that Presmed Australia and its subsidiaries have adequate financial resources to continue as a going concern during the ensuing year. Accordingly, the directors have adopted the going concern basis in the preparation of the annual financial statements.

7. Events after the reporting period

The directors are not aware of any matter or circumstance arising since the end of the financial year that has a material impact on the financial statements.

8. Directors

The directors of the company at the date of this report are Messrs M Resnik, C Grillenberger, YJ Visser, P Jaffe, Dr A Flax, R Cronin, F Neal and I Kassel.

9. Special resolutions

During the previous three year period only one special resolution was passed on 7 June 2012 whereby Presmed Australia shareholders resolved that the terms of the buy-back offer made to Nealsun Pty Limited CAN 083 170 521 under the selective buy-back scheme be approved.

10. Auditors

UHY Haines Norton has been appointed as the auditor and will continue in office. Mazars (Gauteng) Inc. has been appointed as the Reporting Accountant for purposes of the listing as well as the auditor of the holding company and group auditor.

11. Report by the Auditor of the Company [Regulation 79]

Historical financial information in respect of Presmed Australia as set out in this Annexure 4 and the report of Mazars (Gauteng) Inc. as required by regulation 79 of the Companies Regulations, has been set out in Annexure 2 of this Prospectus.

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Statement of Financial Position as at 30 June

Notes 2013

R 2012

R 2011

R Assets Non-Current Assets Property, plant and equipment 3 49 606 860 47 969 491 44 942 081 Deferred tax 7 2 035 793 2 543 075 234 975 51 642 653 50 512 566 45 177 056 Current Assets Inventories 8 2 689 185 1 962 086 1 814 583 Financial assets 6 - - 976 860 Trade and other receivables 9 8 598 599 10 105 434 6 910 249 Cash and cash equivalents 10 28 956 085 51 963 093 42 549 549 40 243 869 64 030 613 52 251 241 Total Assets 91 886 522 114 543 179 97 428 297 Equity and Liabilities Equity Stated capital 11 467 035 467 035 3 615 233 Reserves 28 242 484 25 002 020 20 683 070 Retained income 9 163 249 1 431 309 21 223 521 5 37 872 768 26 900 364 45 521 824 Non-controlling interest 5 489 821 2 089 352 2 135 398 43 362 589 28 989 716 47 657 222 Liabilities Non-Current Liabilities Loans payable 5 13 895 237 13 374 310 13 919 866 Finance lease obligation 12 10 277 245 14 245 413 16 662 414 Deferred tax 7 1 294 906 1 629 958 - 25 467 388 29 249 681 30 582 280 Current Liabilities Loans payable 5 3 860 610 40 069 148 7 112 657 Current tax payable 1 681 944 586 147 201 899 Finance lease obligations 12 6 407 607 5 727 717 4 240 649 Operating lease liability 26 105 257 96 031 78 741 Trade and other payables 13 11 001 127 9 824 739 7 554 849 23 056 545 56 303 782 19 188 792 Total Liabilities 48 523 933 85 553 463 49 771 075 Total Equity and Liabilities 91 886 522 114 543 179 97 428 297

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Statement of Comprehensive Income

2013 2012 2011 Notes R R R Revenue 14 126 153 147 92 507 690 71 334 137 Cost of sales (44 640 304) (30 445 185) (23 081 939) Gross profit 81 512 843 62 062 505 48 252 198 Other income 1 765 257 665 877 - Operating expenses (63 410 825) (50 886 647) (40 182 833) Operating profit 15 19 867 275 11 841 735 8 069 365 Investment revenue 17 992 351 2 416 049 - Finance costs 21 (3 669 391) (4 213 943) (2 704 890) Profit before taxation 17 190 235 10 043 841 5 364 475 Taxation 22 (4 427 033) (2 929 211) (1 721 457) Profit for the year 12 763 202 7 114 630 3 643 018 Other comprehensive income: Exchange differences on translating foreign operations

3 240 464 6 839 400 16 125 934

Gains and losses on property revaluation - (2 520 450) - Other comprehensive income for the year net of taxation

3 240 464 4 318 950 16 125 934

Total comprehensive income for the year 16 003 666 11 433 580 19 768 952 Profit attributable to : Non-controlling interest 5 031 262 2 036 075 1 462 058 Attributable to equity holders of the parent 7 731 940 5 078 555 2 180 960 12 763 202 7 114 630 3 643 018 Total comprehensive income attributable to: Non-controlling interest 5 031 262 2 374 127 16 125 934 Attributable to equity holders of the parent 7 731 940 7 114 630 3 643 018 16 003 666 11 433 580 19 768 952 Per share information: Earnings per share (cents) 29 1 008.44 533.04 191.51 Headline earnings per share (cents) 29 1 008.44 547.98 196.26 Fully diluted share information Earnings per share (cents) 8.55 7.86 4.03 Headline earnings per share (cents) 8.55 7.86 4.03 Assumed number of fully diluted shares 90 466 536 90 466 536 90 466 536

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Statement of Changes in Equity

Share capital

R

Foreign currency

translation reserve

R

Revaluation reserve

R

Total reserves

R

Retained income

R

Total attributable to equity holders of the group /

company R

Non- controlling

interest R

Total equity R

Balance at 01 July 2011 3 615 233 16 125 934 4 557 136 20 683 070 21 223 521 45 521 824 2 135 398 47 657 222 Profit for the year - - - - 5 078 555 5 078 555 2 036 075 7 114 630 Other comprehensive income - 6 839 400 (2 520 450) 4 318 950 - 4 318 950 - 4 318 950 Total comprehensive income for the year

- 6 839 400 (2 520 450) 4 318 950 5 078 555 9 397 505 2 036 075 11 433 580

Share buyback during the year (3 148 198) - - - - (3 148 198) - (3 148 198) Dividends - - - - (24 870 767) (24 870 767) (2 082 121) (26 952 888) Balance at 01 July 2012 467 035 22 965 334 2 036 686 25 002 020 1 431 309 26 900 364 2 089 352 28 989 716 Profit for the year - - - - 7 731 940 7 731 940 5 031 262 12 763 202 Other comprehensive income - 3 240 464 - 3 240 464 - 3 240 464 - 3 240 464 Total comprehensive income for the year

- 3 240 464 - 3 240 464 7 731 940 10 972 404 5 031 262 16 003 666

Dividends - - - - - - (1 630 793) (1 630 793) Balance at 30 June 2013 467 035 26 205 798 2 036 686 28 242 484 9 163 249 37 872 768 5 489 821 43 362 589 Note 11

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Statement of Cash Flows

Note(s) 2013

R 2012

R 2011

R R R R Cash flows from operating activities Cash generated from operations 23 28 282 828 17 118 828 8 350 985 Interest income 992 351 2 416 049 - Finance costs (3 669 391) (4 213 943) (2 704 890) Tax paid 24 (3 091 386) (2 451 163) (1 519 558) Net cash from operating activities 22 514 402 12 869 771 4 126 537 Cash flows from investing activities Purchase of property, plant and equipment 3 (3 648 743) (3 574 125) - Proceeds on sale of property, plant and equipment

3 - - (128 718)

Proceeds from loans from related parties 657 488 32 410 935 21 032 523 Repayment of loans from related parties (36 345 099) - - Purchase of financial assets - - (976 860) Proceeds on sale of financial assets - 976 860 - Net cash from investing activities (39 336 354) 29 813 670 19 926 945 Cash flows from financing activities Proceeds on share issue 11 3 615 233 Reduction of share capital or buy back of shares

11 - (3 148 198) -

Finance lease payments (3 288 278) (929 933) (897 524) Dividends paid 25 - (26 952 888) - Net cash from financing activities (3 288 278) (31 031 019) 2 717 709 Total cash movement for the year (20 110 230) 11 652 422 26 771 191 Cash at the beginning of the year 51 963 093 42 549 549 18 425 745 Effect of exchange rate movement on cash balances

(2 896 778) (2 238 878) (2 647 387)

Total cash at end of the year 10 28 956 085 51 963 093 42 549 549 ACCOUNTING POLICIES 1. Presentation of Annual Financial Statements

The annual financial statements have been prepared in accordance with International Financial Reporting Standards. The annual financial statements have been prepared on the historical cost basis, and incorporate the principal accounting policies set out below.

These accounting policies are consistent with the previous period.

1.1 Consolidation

Basis of consolidation

The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Presmed Australia Pty Ltd at the end of the reporting period. A controlled entity is an entity over which Presmed Australia Pty Ltd has the power to govern the financial and operating policies so as to obtain benefits from its activities.

Where controlled entities have entered or left the group during the year, the financial performance of those entities are included only for the period of the year that they were controlled.

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In preparing the consolidated financial statements, all intragroup balances and transactions between entities in the consolidation group have been eliminated in full on consolidation. Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are shown separately within the equity section of the consolidated statement of financial position and statements showing profit or loss and other comprehensive income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date. The combined financial information of Presmed Australia Pty Ltd has been prepared in accordance with International Financial Reporting Standards (―IFRS‖) and International Financial Reporting Interpretations Committee (―IFRIC‖) interpretations as issued by the International Accounting Standards Board (―IASB‖) and the Johannesburg Stock Exchange (―JSE‖) Listing requirements and by applying the accounting policies of Presmed Australia Pty Ltd. The combined financial information has been prepared on a combined basis from Presmed Australia Pty Ltd consolidated financial information. The combined financial information have therefore been derived by extracting the assets, liabilities, revenues and expenses directly attributable to Presmed Australia Pty Ltd operations excluding unrelated corporate activities and aggregating the Presmed Australia Pty with the properties and associated costs held.

This combined financial information have been authorised for issue by the management on 29 November 2013.

Business combinations Business combinations occur where an acquirer obtains control over one or more businesses.

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exceptions).

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to business combinations are recognised as expenses in profit or loss when incurred.

The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

Investment in associates

An associate is an entity over which the company has significant influence and which is neither a subsidiary nor a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

An investment in associate is accounted for using the equity method, except when the investment is classified as held-for-sale in accordance with IFRS 5 Non-current assets held-for-sale and discontinued operations. Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost adjusted for post-acquisition changes in the company's share of net assets of the associate, less any impairment losses.

Losses in an associate in excess of the company‘s interest in that associate are recognised only to the extent that the company has incurred a legal or constructive obligation to make payments on behalf of the associate.

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Any goodwill on acquisition of an associate is included in the carrying amount of the investment; however, a gain on acquisition is recognised immediately in profit or loss. Profits or losses on transactions between the company and an associate are eliminated to the extent of the company‘s interest therein. When the company reduces its level of significant influence or loses significant influence, the company proportionately reclassifies the related items which were previously accumulated in equity through other comprehensive income to profit or loss as a reclassification adjustment. In such cases, if an investment remains, that investment is measured to fair value, with the fair value adjustment being recognised in profit or loss as part of the gain or loss on disposal.

Goodwill Goodwill is carried at cost less any accumulated impairment losses. The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds a less than 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the non-controlling interest in the acquiree either at fair value (‗full goodwill method‘) or at the non-controlling interest‘s proportionate share of the subsidiary‘s identifiable net assets (‗proportionate interest method‘). In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective notes to these financial statements disclosing the business combination. Under the full goodwill method, the fair value of the non-controlling interests is determined using valuation techniques which make the maximum use of market information where available. Under this method, goodwill attributable to the non-controlling interest is recognised in the consolidated financial statements. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is tested for impairment annually and is allocated to the group‘s cash-generating units or groups of cash-generating units, which represents the lowest level at which goodwill is monitored but where such level is not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold. Changes in the ownership interests in a subsidiary are accounted for as equity transactions and do not affect the carrying amounts of goodwill.

1.2 Significant judgements and sources of estimation uncertainty

In preparing the annual financial statements, management is required to make estimates and assumptions that affect the amounts represented in the annual financial statements and related disclosures. Use of available information and the application of judgement is inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the annual financial statements. Significant judgements include:

Trade and other receivables Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment.

Provision for impairment of receivables

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The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the recent sales experience, the ageing of receivables, historical collection rates and specific knowledge of the individual debtor‘s financial position. Recovery of deferred tax asset Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Long service leave provision The liability for long service leave is recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.

Trade and Other Payables Trade and other payables represent the liabilities for goods and services received by the Group that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.

Fair value estimation The fair value of financial instruments traded in active markets (such as trading and available-for-sale securities) is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the company is the current bid price.

The fair value of financial instruments that are not traded in an active market (for example, over-the counter derivatives) is determined by using valuation techniques. The company uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the balance sheet date. The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the company for similar financial instruments.

Impairment testing At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include considering external sources of information and internal sources of information, including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset‘s fair value less costs to sell and value in use to the asset‘s carrying amount. Any excess of the asset‘s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard. Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

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Provisions Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.

1.3 Property, plant and equipment

The cost of an item of property, plant and equipment is recognised as an asset when: • it is probable that future economic benefits associated with the item will flow to the company; and • the cost of the item can be measured reliably.

Property, plant and equipment is initially measured at cost.

Costs include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, replace part of, or service it. If a replacement cost is recognised in the carrying amount of an item of property, plant and equipment, the carrying amount of the replaced part is derecognised.

Property, plant and equipment is carried at revalued amount, being the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

When an item of property, plant and equipment is revalued, any accumulated depreciation at the date of the revaluation is restated proportionately with the change in the gross carrying amount of the asset so that the carrying amount of the asset after revaluation equals its revalued amount.

The revaluation surplus in equity related to a specific item of property, plant and equipment is transferred directly to retained earnings when the asset is derecognised.

Property, plant and equipment are depreciated on the straight line basis over their expected useful lives to their estimated residual value. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset Depreciation Rate

Buildings 2.5% -10% Plant and equipment 10% - 40%

Property, plant and equipment is carried at cost less accumulated depreciation and any impairment losses.

The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting period. If the expectations differ from previous estimates, the change is accounted for as a change in accounting estimate.

The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset.

The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognised. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item.

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1.4 Financial instruments

Initial recognition and measurement Financial instruments are recognised initially when the company becomes a party to the contractual provisions of the instruments. The company classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable, which are measured at cost and are classified as available for sale financial assets. For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument.

Subsequent measurement Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss. Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm‘s length transactions, reference to similar instruments and option pricing models. The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of Accounting Standards specifically applicable to financial instruments. Derecognition Financial assets are derecognised when the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised when the related obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non- cash assets or liabilities assumed, is recognised in profit or loss. Impairment of financial assets At the end of each reporting period, the Group assesses whether there is objective evidence that a financial asset has been impaired. A financial asset (or a group of financial assets) is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a "loss event") having occurred, which has an impact on the estimated future cash flows of the financial asset(s).

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In the case of available-for-sale financial assets, a significant or prolonged decline in the market value of the instrument is considered to constitute a loss event. Impairment losses are recognised in profit or loss immediately. Also, any cumulative decline in fair value previously recognised in other comprehensive income is reclassified to profit or loss at this point.

In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults.

For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the written-off amounts are charged to the allowance account or the carrying amount of impaired financial assets is reduced directly if no impairment amount was previously recognised in the allowance account.

When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the Group recognises the impairment for such financial assets by taking into account the original terms as if the terms have not been renegotiated so that the loss events that have occurred are duly considered.

Financial instruments designated as at fair value through profit or loss

Financial assets are classified at ―fair value through profit or loss‖ when they are held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying amount being included in profit or loss.

Financial instruments designated as available for sale Available-for-sale investments are non-derivative financial assets that are either not capable of being classified into other categories of financial assets due to their nature or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

They are subsequently measured at fair value with any remeasurements other than impairment losses and foreign exchange gains and losses recognised in other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss.

Available-for-sale financial assets are classified as non-current assets when they are not expected to be sold within 12 months after the end of the reporting period. All other available-for-sale financial assets are classified as current assets.

Held to maturity investments Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group‘s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

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Financial Liabilities Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised. Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position.

1.5 Tax

Income tax assets and liabilities Income tax, is to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset. Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.

Deferred tax assets and liabilities A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from: • the initial recognition of goodwill; or • the initial recognition of an asset or liability in a transaction which:

- is not a business combination; and - at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

A deferred tax liability is recognised for all taxable temporary differences associated with investments in subsidiaries, branches and associates, and interests in joint ventures, except to the extent that both of the following conditions are satisfied: • the parent, investor or venturer is able to control the timing of the reversal of the temporary

difference; and • it is probable that the temporary difference will not reverse in the foreseeable future.

A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that: • is not a business combination; and • at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

A deferred tax asset is recognised for all deductible temporary differences arising from investments in subsidiaries, branches and associates, and interests in joint ventures, to the extent that it is probable that: • the temporary difference will reverse in the foreseeable future; and • taxable profit will be available against which the temporary difference can be utilised.

Tax expenses Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: • a transaction or event which is recognised, in the same or a different period, directly in equity, or • a business combination.

Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly to equity.

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1.6 Leases

Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset- but not the legal ownership are transferred to entities in the consolidated group, are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised as expenses on a straight-line basis over the lease term. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.

1.7 Inventories

Inventories are measured at the lower of cost and net realisable value on the first-in-first-out basis. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, are recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

1.8 Share capital and equity

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Ordinary shares are classified as equity. Mandatorily redeemable preference shares are classified as liabilities. If the company reacquires its own equity instruments, the consideration paid, including any directly attributable incremental costs (net of income taxes) on those instruments are deducted from equity until the shares are cancelled or reissued. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the company‘s own equity instruments. Consideration paid or received shall be recognised directly in equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

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1.9 Employee benefits

Provision is made for the company's liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may not satisfy any vesting requirements. Those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows.

1.10 Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Where the Group has retrospectively applied an accounting policy, made a retrospective restatement of items in the financial statements or reclassified items in its financial statements, an additional statement of financial position as at the beginning of the earliest comparative period will be disclosed.

1.11 Revenue and Other Income

Revenue from services rendered is recognised with reference to the stage of completion of the transaction at balance sheet date using the percentage of completion method.

Dividend revenue is recognised when the right to receive a dividend has been established.

Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax.

Interest is recognised, in profit or loss, using the effective interest rate method.

1.12 General Sales Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST incurred is not recoverable from the Revenue Services. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the Revenue Services is included with other receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities, which are recoverable from or payable to the Revenue Services, are presented as operating cash flows included in receipts from customers or payments to suppliers.

1.13 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

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1.14 Translation of foreign currencies

Foreign currency transactions

A foreign currency transaction is recorded, on initial recognition in Rands, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

At each balance sheet date:

• foreign currency monetary items are translated using the closing rate; • non-monetary items that are measured in terms of historical cost in a foreign currency are translated

using the exchange rate at the date of the transaction; and • non-monetary items that are measured at fair value in a foreign currency are translated using the

exchange rates at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous annual financial statements are recognised in profit or loss in the period in which they arise.

When a gain or loss on a non-monetary item is recognised directly in equity, any exchange component of that gain or loss is recognised directly in equity. When a gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is recognised in profit or loss.

2. New standards and interpretations 2.1 Standards and interpretations effective and adopted in the current year In the current year, the company has adopted the following standards and interpretations that are effective for the current financial year and that are relevant to its operations: IAS 1 - Presentation of financial statements- New requirements to group together items within OCI that may be reclassified to the profit or loss section of the statement of comprehensive income in order to facilitate the assessment of their impact on the overall performance of an entity. The effective date of the standard is for years beginning on or after 1 July 2012. The company has adopted the standard for the first time in the 2013 financial statements. The adoption of this standard has not had a material impact on the results of the company, nor on its disclosure. 2.2 Standards and interpretations not yet effective IFRS 1: First-time Adoption of International Financial Reporting Standards • Amendments add an exception to the retrospective application of IFRSs to require that first-time

adopters apply the requirements in IFRS 9 Financial Instruments and IAS 20 Accounting for Government Grants and Disclosure of Government Assistance prospectively to government loans existing at the date of transition to IFRSs.*


• Annual Improvements 2009–2011 Cycle amendments to borrowing costs. * * Annual periods beginning on or after 1 January 2013. IFRS 7: Financial Instruments: Disclosures • Amendments require entities to disclose gross amounts subject to rights of set-off, amounts set off in

accordance with the accounting standards followed, and the related net credit exposure. This information will help investors understand the extent to which an entity has set off in its balance sheet and the effects of rights of set-off on the entity‘s rights and obligations.*

* Annual periods beginning on or after 1 January 2013.

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IFRS 9: Financial Instruments • New standard that forms the first part of a three-part project to replace IAS 39 Financial Instruments:

Recognition and Measurement. * * Annual periods beginning on or after 1 January 2015. IFRS 10: Consolidated Financial Statements • New standard that replaces the consolidation requirements in SIC-12 Consolidation—Special Purpose

Entities and IAS 27 Consolidated and Separate Financial Statements. Standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company and provides additional guidance to assist in the determination of control where this is difficult to assess.*



* Annual periods beginning on or after 1 January 2013. ** Annual periods beginning on or after 1 January 2014. IFRS 11: Joint Arrangements • New standard that deals with the accounting for joint arrangements and focuses on the rights and

obligations of the arrangement, rather than its legal form. Standard requires a single method for accounting for interests in jointly controlled entities.


* Annual periods beginning on or after 1 January 2013. IFRS 13: Fair Value Measurement • New guidance on fair value measurement and disclosure requirements.* * Annual periods beginning on or after 1 January 2013. IAS 1: Presentation of Financial Statements • New requirements to group together items within OCI that may be reclassified to the profit or loss

section of the income statement in order to facilitate the assessment of their impact on the overall performance of an entity.**


* Annual periods beginning on or after 1 January 2013. ** Annual periods beginning on or after 1 July 2012. IAS 16: Property, Plant and Equipment • Annual Improvements 2009–2011 Cycle: Amendments to the recognition and classification of servicing

equipment.* * Annual periods beginning on or after 1 January 2013. IAS 19; Employee Benefits • Amendments to the accounting for current and future obligations resulting from the provision of

defined benefit plans.* * Annual periods beginning on or after 1 January 2013.

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IAS 32: Financial Instruments: Presentation • Amendments require entities to disclose gross amounts subject to rights of set-off, amounts set off in

accordance with the accounting standards followed, and the related net credit exposure. This information will help investors understand the extent to which an entity has set off in its balance sheet and the effects of rights of set-off on the entity‘s rights and obligations.*


* Annual periods beginning on or after 1 January 2013. IAS 34: Interim Financial Reporting • Annual Improvements 2009–2011 Cycle: Amendments to improve the disclosures for interim financial

reporting and segment information for total assets and liabilities.* * Annual periods beginning on or after 1 January 2013. All standards and interpretations will be adopted at their effective dates. The aggregate impact on the initial application of these standards and interpretations on the company‘s annual financial statements is expected not to have a major impact.

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3. Property, plant and equipment (Figures in Rand) 2013 2012 2011 Cost /

Valuation Accumulated depreciation

Carrying value

Cost / Valuation

Accumulated depreciation

Carrying value

Cost / Valuation

Accumulated depreciation

Carrying value

Land 3 208 805 - 3 208 805 3 208 805 - 3 208 805 3 712 895 - 3 712 895 Buildings 18 707 983 (633 647) 18 074 336 15 962 074 (372 329) 15 589 583 18 564 478 (195 635) 14 655 948 Plant and machinery 51 894 343 (23 570 624) 28 323 719 46 596 215 (17 425 274) 29 170 941 37 982 414 (11 409 176) 26 573 238 Total 73 811 131 (24 204 271) 49 606 860 65 767 094 (17 797 603) 47 969 491 56 546 892 (11 604 811) 44 942 081 Reconciliation of property, plant and equipment - 2013 Opening balance

Additions Foreign exchange

movements Depreciation Total

Land 3 208 805 - - - 3 208 805 Buildings 15 589 745 1 353 302 1 366 826 (235 537) 18 074 336 Plant and machinery 29 170 941 2 295 441 2 255 556 (5 398 219) 28 323 719 47 969 491 3 648 743 3 622 382 (5 633 382) 49 606 860 Reconciliation of property, plant and equipment - 2012

Opening balance

Additions Disposals Revaluations Foreign exchange movements

Depreciation Total

Land 3 712 895 - - (504 090) - - 3 208 805 Buildings 14 655 948 136 676 - (2 016 360) 2 951 579 (138 098) 15 589 745 Plant and machinery 26 573 238 3 437 449 (338 892) - 4 173 510 (4 674 364) 29 170 941 44 942 081 3 574 125 (338 892) (2 520 450) 7 125 089 (4 812 462) 47 969 491 Figures in Rand Reconciliation of property, plant and equipment - 2011 Opening

balance Foreign

exchange movements

Depreciation Total

Land 4 585 195 (872 300) - 3 712 895 Buildings 18 340 780 (3 613 958) (70 874) 14 655 948 Plant and machinery 29 743 022 148 043 (3 317 827) 26 573 238

52 668 997 (4 338 215) (3 388 701) 44 942 081

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Assets subject to finance lease (net carrying amount) 2013 2012 2011 R R R Theatre equipment 10 656 111 10 708 274` 4 109 766

4. Investments in subsidiaries Name of company

Held by % voting

power 2013

% voting power 2012

% voting power 2011

Central Coast Surgery Centre Proprietary Limited

Presmed Australia Proprietary Limited

55.56% 55.56%

55.56%

Epping Surgery Centre Proprietary Limited

Presmed Australia Proprietary Limited

56.50% 58.01% 58.01%

Presmed Unit Trust Presmed Australia Proprietary Limited

72.58% 72.58% 72.83%

5. Loans payable 2013 2012 2011 R R R

Eenhede Konsultante Proprietary Limited

(15 968 411) (15 422 655) (12 555 431)

The Stapled loan is fixed and not payable before 01 July 2014. The loan bears interest at 5.5% pa.

Nealsun Proprietary Limited (36 345 099) (7 112 657)

During the current year no amount is outstanding as the full amount has been repaired

Maluti Holdings Akteingesellschaft (Liechtenstein) (1 787 436) (1 675 704) (1 364 453)

The Stapled loan is fixed and not payable before 01 July 2014. The loan bears interest at 5.5% pa

(17 755 847) (53 443 458) (21 032 523)

Non-current liabilities (13 895 237) (13 374 310) (13 919 866) Current liabilities (3 860 610) (40 069 148) (7 112 657)

(17 755 847) (53 443 458) (21 032 523)

6. Financial assets 2013 2012 2011 R R R Loans and receivables Loan to Laser Vision Clinic This loan is unsecured, interest free and has no fixed Terms of repayment

- - 976 860

Current assets Loans and receivable

- - 976 860

7. Deferred tax

Deferred tax asset Accelerated capital allowances for tax purposes (51 061) (26 784) 234 975 Gains on revaluation of land (1 243 845) (1 159 609) - Other 200 179 (443 566) - Provisions - employee benefits 1 196 065 833 639 - Benefit of tax losses 639 549 1 709 437 -

740 887 913 117 234 975

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2013 2012 2011 R R R Reconciliation of deferred tax asset (liability) At beginning of the year 913 117 234 975 - Accelerated capital allowances for tax purposes 22 452 (24 663) 234 975 Other (277 097) 692 318 - Gains on revaluation of land - (719 262) - Provisions -employee benefits 303 500 (86 807) - Benefit of tax losses (221 085) 816 556 - 740 887 913 117 234 975 8. Inventories

Medical Supplies 2 689 185 1 962 086 1 814 583

An allowance is made to write down stock to the lower of cost of net realizable value. Management have made estimates of the selling price and direct cost to sell on certain inventory item. The write down is included in the cost sales

9. Trade and other receivables

Trade receivables 8 274 490 9 193 115 6 171 031 Prepayments 161 897 761 092 602 458 Other receivables 162 212 151 227 136 760

8 598 599 10 105 434 6 910 249 The credit quality of trade and other receivables that are neither past nor due nor impaired has been good

Trade receivables The following represents information on the credit quality of trade receivables that are neither past due nor impaired: A

A – The debtors are of good quality and no default payment is expected Fair value of trade and other receivables Trade and other receivables The directors estimate the carrying amount of trade and other receivables approximates their fair value Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost. Trade and other receivables past due but not impaired Trade and other receivables which are less than 3 months past due are not considered to be impaired. At 30 June 2013, R 17 475 (2012: R19 886, 2011: R5738) were past due but not impaired. The ageing of amounts past due but not impaired is as follows: 1 month past due

100

8 274 490

17 475

100

9 193 115

19 886

100

6 171 031

5 738

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2013 2012 2011 10. Cash and cash equivalents R R R Cash and cash equivalents consist of: Bank balances 9 579 093 4 275 137 42 549 549 Short-term deposits 19 376 992 47 687 956 - 28 956 085 51 963 093 42 549 549 11. Stated capital

Authorised 766 724 ordinary shares of no par value.

Issued

766 724 Ordinary shares of no par value 467 035 467 035 3 615 233 12. Finance lease obligation

Minimum lease payments due -with one year - in second to fifth year inclusive Less future finance charges Present value of minimum lease payments

Present value of minimum lease payments due -with one year -in second to fifth year inclusive Non-current liabilities Current liabilities It is company policy to lease certain equipment under finance leases. The average lease term was 5-7 years and the average effective borrowing rate was 10% (2012: 10%) Interest rates are linked to prime at the contract date. All leases have fixed repayments and no arrangements have been entered into for contingent. The company‘s obligations under finance leases are secured by the lessor‘s charge over the leased assets. Refer note 3

7 092 800 11 376 235 18 469 035 (1 784 183) 16 684 852

6 407 607 10 277 245 16 684 852

10 277 245 6 407 607

16 684 852

6 555 909 16 305 169 22 861 078 (2 887 948) 19 973 130

5 727 717 14 245 413 19 973 130

14 245 413 5 727 717

19 973 130

5 219 415 19 305 867 24 525 282 (3 622 219 20 903 063

5 217 509 15 685 554 20 903 063

16 662 414 4 240 649

20 903 063

13. Trade and other payables

Trade payables 4 592 675 4 866 486 3 385 710 Accrued leave pay 4 329 845 3 257 564 3 240 781 Accrued expenses 851 786 429 241 - Other payables 1 226 821 1 271 449 928 358 11 001 127 9 824 739 7 554 849 Fair value of trade and other payables Trade payables The average credit period on purchases of goods and services is 60 days. No interest is charged on trade payable Due to short term nature of the company‘s trade and other payables, the carrying amount approximates their fair value. Trade payables are subject to normal industry settlement terms

5 819 496 6 137 934 4 314 068

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14. Revenue 2013 2012 2011 R R R Rendering of services 126 153 147 92 507 690 71 334 137 15. Operating profit Operating profit for the year is stated after accounting for the following:

Operating lease charges Equipment • Straight-line amounts

4 646 281

3 917 033

3 139 468 Loss on sale of property, plant and equipment - (338 892) (128 718) Interest expense- 3 669 391 4 213 943 2 704 890 Depreciation on property, plant and equipment 5 633 755 4 812 462 3 388 701 Employee costs 37 720 193 28 586 077 22 791 328 Cost of sales 44 640 304 30 445 185 23 081 939 16. Auditors' remuneration

Remuneration of the auditor of the parent entity for - auditing or reviewing the financial statements

261 848 226 168 263 435

17. Investment revenue

Interest revenue

Other interest 992 351 2 416 049 - 18. Key Management Personnel Compensation

The totals of remuneration paid to key management personnel(KMP) of the group during the year are as follows:

Short-term employee benefits- wages & bonus 4 534 327 3 725 977 3 066 940 Post -employment benefits-superannuation 149 226 123 769 102 271

4 683 553 3 849 746 3 169 211

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19. Financial assets by category

2013 2012 2011

R R R The accounting policies for financial instruments have been applied to the line items below:

2013 Trade and other receivable Cash and cash equivalents 2012 Trade and other receivables Cash and cash equivalents 2011 Trade and other receivables Cash and cash equivalents Loans and receivables 20.Financial liabilities by category The accounting policies for financial instruments have been applied to the line items below: 2013 Trade and other payables Finance lease liability Loans payable 2012 Trade and other payables Finance lease liability Loans payable

Loans and receivables

8 274 490 28 956 085 37 230 575

9 193 115 51 963 093 61 156 208

6 171 031 42 945 549

976 860 49 697 440

Financial liabilities at

amortised 5 819 496

16 684 852 17 755 847 40 260 195

6 137 934

19 973 130 53 443 458 79 554 522

Total

8 274 490 28 956 085 37 230 575

9 193 115 51 963 093 61 156 208

6 171 031 42 549 549

976 860 49 697 440

Total 5 819 496

16 684 852 17 755 847 40 260 195

6 137 934

19 973 130 53 443458 79 554 522

2011 Trade and other payables Finance lease liability Loans payable

4 314 068

20 903 063 21 032 523 46 249 654

4 314 068

20 903 063 21 032 523 46 249 654

21 Finance costs Interest paid External Loans

3 669 391 4 213 943 2 704 890

22. Taxation

Major components of the tax expense

Current Local income tax - current period 4 187 183 2 835 411 1 721 457 Deferred Originating and reversing temporary differences 239 850 93 800 - 4 427 033 2 929 211 1 721 457

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2013 2012 2011 R R R Reconciliation of the tax expense Reconciliation between accounting profit and tax expense.

Accounting profit

17 190 235 10 043 841 5 364 475

Tax at the applicable tax rate of 30% (2012: 30%, 2011:30%) 5 157 070 3 013 152 1 609 343 Tax effect of adjustments on taxable income Adjustments to net profit on consolidation 1 027 026 30 401 252 739 other assessable income 2 811 074 2 645 510 1 681 390 Other non-allowable items 513 173 1 066 717 754 224 movement in deferred tax 239 850 93 800 - 9 748 193 6 849 580 4 570 696 Less: Tax effect of:

tax losses transferred from controlled entities 1 200 516 - - non-assessable income 3 098 619 2 243 306 1 612 869 franking credits refundable 970 688 1 164 853 1 031 016 Other adjustments 51 337 512 210 205 354 Income tax attributable to entity 4 427 033 2 929 211 1 721 457 The applicable weighted average effective tax rates are as follows:

25.75% 29.1% 32.1%

21. Cash generated from operations

Profit before taxation 17 190 235 10 043 841 5 364 475 Adjustments for: Depreciation and amortisation 5 633 755 4 812 462 3 388 701 Loss on sale of assets - 338 892 128 718 Interest received (992 351) (2 416 049) - Finance costs 3 669 391 4 213 943 2 704 890 Movements in operating lease assets and accruals Non cash interest adjustment

9 226 816 448

17 290 1 181 247

78 741 959 461

Changes in working capital: Inventories (727 099) (147 503) (1 814 583) Trade and other receivables 1 506 835 (3 195 185) (6 773 486) Trade and other payables 1 176 388 2 269 890 4 314 068 28 282 828 17 118 828 8 350 985 22. Tax paid

Balance at beginning of the year (586 147) (201 899) - Current tax for the year recognised in profit or loss (4 187 183) (2 835 411) (1 721 457) 1 681 944 586 147 201 899 Balance at end of the year (3 091 386) (2 451 163) (1 519 558)

23. Dividends paid

Dividends - (26 952 888) - Declared fully franked ordinary dividend of R0 (2012: R67.37) cents per share

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2013 2012 2011 R R R 24. Commitments

Operating Lease Commitments

Minimum lease payments due - within one year 3 257 351 2 912 397 2 405 663 - in second to fifth year inclusive 10 195 815 12 542 087 13 310 559 13 453 166 15 454 484 15 716 222 Finance Lease Commitments Operating lease payments represent retails payable by the group for certain of its office properties. Leases are negotiated for an average term of three years. No contingent rent is payable Finance Lease Commitments

Minimum lease payments due - within one year 7 092 800 6 555 909 5 219 415 - in second to fifth year inclusive 11 376 235 16 305 169 19 305 867 minimum lease payments 18 469 035 22 861 078 24 525 282 Less future finance charges (1 784 192) (2 887 948) (3 622 219) Present value of minimum lease payments 16 684 843 19 973 094 20 903 063

27. Related parties Relationships Ultimate holding company Presmed Australia Proprietary Limited Presmed Australia Proprietary Limited is owned by: Eenhede Konsultante Proprietary Limited

Maluti Holdings Akteingesellschaft (Liechtenstein) Kinser Investments Proprietary Limited

Key Management Personnel Any person(s) having authority and responsibility for

planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity is considered key management personnel. As at 30 June 2013 and 2012, Marc Resnik is identified as a key management personnel.

Related party balances 2013 2012 2012 R R R Loan accounts - Owing to related parties

Eenhede Konsultante Proprietary Limited 15 968 411 15 422 655 12 555 431 Maluti Holdings Akteingesellschaft (Liechtenstein) 1 787 436 1 675 704 1 364 435 Nealsun Proprietary Limited - 36 345 099 7 112 655 Dividend declared

Nealsun Proprietary Limited - 23 502 405 -

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28. Risk Management Capital risk management The company‘s objectives when managing capital are to safeguard the company‘s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. There no externally imposed capital requirements. There have been no changes to what the entity manages as capital, the strategy for capital maintenance or externally imposed capital requirements from the previous year. Liquidity risk The company‘s risk to liquidity is a result of the funds available to cover future commitments. The company manages liquidity risk through an on-going review of future commitments and credit facilities. Cash flow forecasts are prepared and adequate utilised borrowing facilities are monitored. Interest rate risk As the company has no significant interest-bearing assets, the company‘s income and operating cash flows are substantially independent of changes in market interest rates. Credit risk Credit risk consist mainly of cash deposits, cash equivalents, derivative financial instruments and trade debtors. The company only deposits cash with major banks with high quality standing and limits exposure to any one counter-party. 29. Per share information

2013 2012 2011

Earnings per share (cents)

1 008.44 533.04 191.51 Headline earnings per share (cents)

1 008.44 547.98 196.26

Net asset value per share (cents) 5 655.57 3 780.98 4 184.87 Net tangible asset value per share (cents) 5 655.57 3 780.98 4 184.87

Weighted average number of share in issue

766 724 952 761 1 138 979 Total shares in issue

766 724 766 724 1 138 979

Earnings attributable to ordinary shareholders

7 731 940 5 078 555 2 180 960 Headline earnings attributable to ordinary shareholders

7 731 940 5 220 890 2 235 022

Reconciliation of earnings to headline earnings 2013 Gross Tax Minorities Net

Earnings attributable to ordinary shareholders 17 190 235 4 427 033 5 031 262 7 731 940 Headline earnings attributable to ordinary shareholders 17 190 235 4 427 033 5 031 262 7 731 940

2012 Gross Tax Minorities Net Earnings attributable to ordinary shareholders 10 043 841 2 929 211 2 036 075 5 078 555 Loss on sale of assets 338 892 101 668 94 890 142 335 Headline earnings attributable to ordinary shareholders 10 382 733 3 030 879 2 130 965 5 220 890

2011 Earnings attributable to ordinary shareholders 5 364 475 1 721 457 1 462 058 2 180 960

Loss on sale of assets 128 718 38 615 36 041 54 062 Headline earnings attributable to ordinary shareholders 5 493 193 1 760 072 1 498 099 2 235 022

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30. Going concern The annual financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. 31. Post balance sheet events No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated group, the results of those operations, or the state of affairs of the consolidated group in future financial years.

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ANNEXURE 5

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF ADVANCED HEALTH ―19 March 2014 The Directors Advanced Health Limited One Health Building Woodmead North Office Park 54 Maxwell Drive Woodmead Dear Sirs REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON ADVANCED HEALTH LIMITED (“ADVANCED HEALTH”) Introduction We have completed our assurance engagement to report on the compilation of pro forma financial information by Advanced Health, consisting of the pro forma statement of financial position as at 30 June 2013 and the pro forma statement of comprehensive income for the period ended 30 June 2013 as set out in Annexures 6 of the prospectus issued by Advanced Health. The pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Limited (JSE) Listings Requirements. Because of its nature, the pro forma financial information does not represent the company‘s actual financial position, financial performance or cash flows. The pro forma financial information has been compiled by the directors to illustrate the impact of the corporate action or event, described in Annexure 6, on the group‘s financial position as at 30 June 2013 and the group‘s financial performance for the period then ended, as if the corporate action or event had taken place at 1 July 2012 and for the period then ended. As part of this process, information about the company‘s financial position and financial performance has been extracted by the directors from the financial statements of Advanced Health and Presmed Australia Proprietary Limited for the period ended 30 June 2013, on which an independent audit report was issued on 19 March 2014. Responsibilities Directors’ Responsibility for the Pro Forma Financial Information Management of Advanced Health is responsible for compiling the pro forma financial information in accordance with the applicable criteria as set out in the JSE listing requirements. Reporting Accountants’ Responsibility Our responsibility is to express an opinion, as required by the JSE Listings Requirements, about whether the pro forma financial information has been compiled, in all material respects, by the directors in accordance with the applicable criteria, based on our procedures performed. We are not responsible for updating or reissuing any reports or opinions on any financial information used in compiling the pro forma financial information. In addition, we have not performed an audit or review of the pro forma financial information and, accordingly, we do not express an opinion on the pro forma financial information

103

Scope We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Reports on the Process to Compile Pro Forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the responsible party has applied the process to compile the pro forma financial information in accordance with the applicable criteria. As the purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction at 30 June 2013 would have been as presented. A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether:

The related pro forma adjustments give appropriate effect to those criteria; and The pro forma financial information reflects the proper application of those adjustments to the unadjusted

financial information. Our procedures selected depend on our judgment, having regard to our understanding of the nature of the company, the corporate action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances. Our engagement also involves evaluating the overall presentation of the pro forma financial information. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Annexure 6. Consent This report on the pro-forma financial information is included solely for the information of the Advanced Health shareholders. We consent to the inclusion of our report on the historical financial information and the references thereto, in the form and context in which they appear. Mazars (Gauteng) Inc. Director: Manoj M Manilal Registered Auditor Chartered Accountant (SA) 19 March 2014

104

ANNEXURE 6

PRO FORMA FINANCIAL INFORMATION OF ADVANCED HEALTH The pro forma financial information is the responsibility of the directors and has been prepared for illustrative purposes only and because of its nature may not fairly present Advanced Health‘s financial position, changes in equity, results of operations or cash flows. The pro forma financial effects are based on the assumption that the transactions occurred on 30 June 2013 for statement of financial position purposes, and 1 July 2012 for statement of comprehensive income purposes. The pro forma financial effects have been prepared in accordance with IFRS, the accounting policies to be adopted by the Group and the SAICA guide on pro forma financial information. The independent reporting accountants‘ report on the pro forma financial information is set out in Annexure 5 to this circular. The transactions referred to above relate to Advanced Health Limited issuing shares to acquire controlling interests in Presmed Australia, as well as in eMalahleni Day Hospital and Medgate Day Clinic through a local holding company, Advanced Health South Africa Pty Ltd. In terms of IFRS 3, the transaction must be accounted for as a reverse acquisition, and an accounting acquirer and acquiree have to be identified. The accounting acquirer has been identified as Presmed Australia and the accounting acquiree has been identified as Advanced Health Limited and its South African subsidiaries namely Advanced Health South Africa Pty Ltd, eMalahleni Day Hospital and Medgate Day Clinic, collectively referred to as ―South African operations.‖

105

South Africa operations plus Listco (Advanced Health Ltd)

Presmed Australia and

controlled entities audited

(1)


audited (2)

Advanced Health

(3)

Advanced Health SA

(4)

Medgate Day Clinic

(5)

Conversion of Medgate Day Clinic

loan (6)

Aggregated South African

operations (7)

Reverse acquisition

(8)

Total After Reverse

Acquisition (9)

Non-Current assets 30-Jun-13 28-Feb-13

28-Feb-13

Property plant and equipment 49 606 860 3 518 018

2 427 320

5 945 338

55 552 198

Goodwill

0 12 075 749 8b 12 075 749 Other intangible assets - -

-

- 7 906 848 8b 7 906 848

Deferred tax 2 035 793 -

-

-

2 035 793

51 642 653 3 518 018 - - 2 427 320 - 5 945 338 19 982 597

77 570 588

Current assets

Inventories 2 689 185 370 172

114 861

485 033

3 174 218

Financial assets - -

33 903

33 903

33 903 Current tax receivable - -

14 633

14 633

14 633

Trade and other receivables 8 598 599 1 311 046 3 120 1 150 117

2 461 286

11 059 885 Cash and cash equivalents 28 956 085 525 337

112 865

638 202

29 594 287

40 243 869 2 206 555 3 120 1 426 379 - 3 633 057 -

43 876 926

Total assets 91 886 522 5 724 573 3 120 3 853 699

9 578 395 19 982 597

121 447 514 Stated capital 467 035 720 3 120 2 000 000 4 330 093 6 330 936 15 533 983 8c,8d 22 331 954 Reserves 28 242 484 -348 600

-

-348 600 348 600 8e 28 242 484

Retained income 9 163 249 3 808 668

-3 371 684

436 984 -436 984 8e 9 163 249

37 872 768 3 460 788 3 120 -1 371 684 4 330 093 6 419 320 15 445 599

59 737 687

Non-controlling interest 5 489 821 - - - - - - 2 323 081 8b(ii) 7 812 902 Total equity 43 362 589 3 460 788 3 120 -1 371 684 4 330 093 6 419 320 17 768 679

67 550 588

Non-Current liabilities

Loans payable 13 895 237 -

-

-

13 895 237

Operating lease liability 105 257 262 526

-

262 526

367 783 Finance lease obligation 10 277 245 -

-

-

10 277 245

Deferred tax 1 294 906 280 083

190 478

470 561 2 213 918 8b(iv) 3 979 385

25 572 645 542 609 - - 190 478 - 733 087 2 213 918

28 519 650

Current liabilities

Loans payable 3 860 610 566 803

4 330 093 -4 330 093 566 803

4 427 413

Current tax payable 1 681 944 69 455

-

69 455

1 751 399 Trade and other payables 11 001 127 1 084 918

704 812

1 789 730

12 790 857

Finance lease obligation 6 407 607 -

-

-

6 407 607

22 951 288 1 721 176 - - 5 034 905 -4 330 093 2 425 988 -

25 377 276

Total liabilities 48 523 933 2 263 785 - - 5 225 383 -4 330 093 3 159 075 2 213 918

53 896 926 Total equity and liabilities 91 886 522 5 724 573 3 120 3 853 699 - 9 578 395 19 982 597

121 447 514

Number of shares in issue

19 864 878 90 466 536 8a 110 331 414 Net asset per share (cents)

32.31

61.23

Net tangible asset per share (cents)

32.31

43.11

106

Issue for cash (10)

Total after issue for cash

(11)

Offer - Maximum

subscription (12)

After maximum subscription and

Issue for cash (13)

Adjustment to minimum

subscription (14)

After minimum

subscription (15)

Non-Current assets Property plant and

equipment

55 552 198

55 552 198

55 552 198 Goodwill

12 075 749

12 075 749

12 075 749

Other intangible assets

7 906 848

7 906 848

7 906 848 Deferred tax

2 035 793

2 035 793

2 035 793

0 77 570 588 -

77 570 588

-

77 570 588 Current assets

Inventories

3 174 218

3 174 218

3 174 218 Financial assets

33 903

33 903

33 903

Current tax receivable

14 633

14 633

14 633 Trade and other receivables

11 059 885

11 059 885

11 059 885

Cash and cash equivalents 20 000 000 49 594 287 80 000 000 12a 129 594 287

-50 000 000

79 594 287

20 000 000 63 876 926 80 000 000

143 876 926

-50 000 000

93 876 926

Total assets 20 000 000 141 447 514 80 000 000

221 447 514

-50 000 000

171 447 514 Stated capital 20 000 000 42 331 954 77 262 504 12c 119 594 458

-50 000 000

69 594 458

Reserves

28 242 484

28 242 484

28 242 484 Retained income

9 163 249 -1 100 000 12b 8 063 249

8 063 249

20 000 000 79 737 687 76 162 504

155 900 191

-50 000 000

105 900 191 Non-controlling interest

7 812 902

7 812 902

7 812 902

Total equity 20 000 000 87 550 588 76 162 504

163 713 092

-50 000 000

113 713 092 Non-Current liabilities

Loans payable

13 895 237

13 895 237

13 895 237 Operating lease liability

367 783

367 783

367 783

Finance lease obligation

10 277 245

10 277 245

10 277 245 Deferred tax

3 979 385

3 979 385

3 979 385

- 28 519 650 -

28 519 650

-

28 519 650 Current liabilities

Loans payable

4 427 413

4 427 413

4 427 413 Current tax payable

1 751 399

1 751 399

1 751 399

Trade and other payables

12 790 857 3 837 496 12d 16 628 353

16 628 353 Finance lease obligation

6 407 607

6 407 607

6 407 607

- 25 377 276 3 837 496

29 214 772

-

29 214 772 Total liabilities - 53 896 926 3 837 496

57 734 422

-

57 734 422

Total equity and liabilities 20 000 000 141 447 514 80 000 000

221 447 514

-50 000 000

171 447 514 Number of shares in issue 20 000 000 130 331 414 80 500 000 12a,12b 210 831 414

50 000 000 14 160 831 414

Net assets per share (cents)

67.18

77.65 17

70.70 17 Net tangible assets per share 51.84 68.17 17 58.28 17

107

Pro forma statement of Comprehensive Income

Presmed

Australia and controlled

entities audited (1)

eMalahleni Day Hospital audited

(2)

Medgate Day Clinic

audited (3)

Reverse acquisition

and issue of shares

(4)

Total after maximum

subscription and reverse acquisition

(5)

Adjustment to minimum

subscription (6)

Total after adjustment

to minimum subscription

(7) Revenue 126,153,147 14,048,328 4,213,418 144,414,893 144,414,893 Cost of sales -44,640,304 -3,930,717 -542,028 -49,113,049 -49,113,049 Gross profit 81,512,843 10,117,611 3,671,390 0 95,301,844 - 95,301,844 Other income 1,765,257 9,773 52,034 1,827,064 1,827,064 Operating expenses -63,410,825 -6,416,763 -4,427,096 -1,100,000 -75,354,684 -75,354,684 Operating profit 19,867,275 3,710,621 -703,672 -1,100,000 21,774,224 - 21,774,224 Investment revenue 992,351 84 - 992,435 992,435 Finance costs -3,669,391 -136,411 -180,441 -3,986,243 -3,986,243 Profit before tax 17,190,235 3,574,294 -884,113 -1,100,000 18,780,416 - 18,780,416 Taxation -4,427,033 -1,000,387 -79,959 -5,507,379 -5,507,379 Profit for the year 12,763,202 2,573,907 -964,072 -1,100,000 13,273,037 - 13,273,037 Other comprehensive income: Exchange differences on translating foreign operations

3,240,464 - - 3,240,464 3,240,464

Other comprehensive income for the year net of taxation

3,240,464 - - - 3,240,464 - 3,240,464

Total comprehensive income 16,003,666 2,573,907 -964,072 -1,100,000 16,513,501 16,513,501 Total comprehensive income attributable to:

Owners of the parent 10,972,404 2,573,907 -964,072 10,798,471 10,798,471 Non-controlling interest 5,031,262 - - 683,768 5,715,030 5,715,030 16,003,666 2,573,907 -964,072 -1,100,000 16,513,501 - 16,513,501 Profit attributable to: Owners of the parent 7,731,940 2,573,907 -964,072 7,558,007 7,558,007 Non-controlling interest 5,031,262 - - 683,768 5,715,030 5,715,030 12,763,202 2,573,907 -964,072 -1,100,000 13,273,037 - 13,273,037 Number of shares in issue for the year 210,831,414 -50,000,000 160,831,414 Basic earnings per share (cents) 3.58 - 4.70 Headline earnings per share (cents) 3.58 - 4.70 Reconciliation of headline earnings Profit attributable to ordinary shareholders 7,558,007 - 7,558,007 Headline earnings 7,558,007 - 7,558,007

108

Notes to the pro forma statement of financial position 1. The ―Presmed Australia and controlled entities audited‖ column is based on the audited consolidated

historical financial information of Presmed Australia for the year ended 30 June 2013 as presented in annexure 4 and is extracted without adjustment.

2. The ―eMalahleni Day Hospital audited‖ column is based on the audited historical financial information of eMalahleni Day Hospital Pty Ltd for the year ended 28 February 2013 and is extracted without adjustment.

3. The ―Advanced Health Limited audited‖ column is based on the audited on incorporation financial information of Advanced Health Limited as at 10 April 2013 as presented in Annexure 2 and is extracted without adjustment.

4. The ―Advanced Health South Africa Pty Ltd audited‖ column is based on the audited on incorporation financial information of Advanced Health South Africa Pty Ltd as at 2 April 2013 and is extracted without adjustment.

5. The ―Medgate Day Clinic audited‖ column is based on the audited historical financial information of Medgate Day Clinic Pty Ltd for the year ended 28 February 2013 and is extracted without adjustment.

6. The ―Conversion of Medgate Day Clinic loan‖ column shows the conversion of the loan account in Medgate Day Clinic into share capital through the issue of shares in Advanced Health as part of the acquisition price. For the purposes of these pro formas the conversion takes place immediately before the business combination on the same date of acquisition as per the agreement.

7. The ―Aggregated South African operations‖ column is the sum of the ―eMalahleni Day Hospital audited,‖ the ―Medgate Day Clinic audited,‖ the ―Advanced Health Limited audited‖ column and the ―Advanced Health South Africa Pty Ltd audited‖ column. It is reflected that 19 864 875 shares are issued by Advanced Health Limited as per the terms of the acquisition agreements to acquire 100% voting rights in all South African subsidiaries before the reverse acquisition so that the South African operations can be viewed as a business as defined in IFRS 3. The number of shares in issue immediately before the reverse acquisition is therefore; a. 19 864 875 (per above) plus b. 3 (shares issued on incorporation) giving c. 19 864 878 shares.

8. The ―Reverse acquisition‖ column relates to the following: a. The business combination is achieved through the exchange of shares. Advanced Health

Limited will issue 90 466 536 of its own shares in exchange for 725 648 shares in Presmed Australia (which equates to 94.64% of the issued share capital of Presmed)

b. Goodwill was calculated as follows: Notes R Purchase consideration calculated as explained in 8c below

R21 864 915

Adjusted for: - Net asset value of South African operations (i) R6 419 320 - Non-controlling interest on reverse acquisition (ii) (R2 323 081) - Gross goodwill on reverse acquisition R17 768 679 Less - Identifiable intangible assets on acquisition

(iii) R7 906 848

- Deferred tax thereon (iv) (R2 213 918) Net goodwill on reverse acquisition R12 075 079 i. The carrying amount of the tangible assets and liabilities of the South African

operations approximate their fair values. The net asset value of South African operations has been determined after converting the Medgate Loan account in note 6 above into equity.

ii. The non-controlling interest on reverse acquisition represents the proportionate interest (5.36% held by Presmed Australia shareholders who did not participate in the share swap transaction) in the pre combination carrying amounts of the legal subsidiary's (Presmed Australia) net assets.

iii. Based on the provisional assessment, intangible assets relating to the customer base and specific service level contracts were identified.

iv. The deferred taxation is as result of the intangible assets identified and is calculated at 28%.

109

v. The amount of R15 533 983 is made up of R21 864 919 being the fair value purchase consideration less R6 330 936 which is the stated capital of the Advanced Health, Advanced Health SA, Emalahleni Day Hospital and Medgate Day Clinic which are being eliminated as a result of the consolidation.

c. The amount of R15 533 983 is made up of R21 864 919 being the fair value purchase

consideration less R6 330 936 which is the stated capital of the Advanced Health, Advanced Health SA, eMalahleni Day Hospital and Medgate Day Clinic which are being eliminated as a result of the consolidation. The consideration transferred being R21 864 919 has been determined based on the number of shares Presmed Australia would have had to issue in order to give the owners of Advanced Health Limited the same percentage equity interest in the combined entity that results from the reverse acquisition. The value (determined using a discounted cash flow model based on estimated future cash flow) of each business subject to this transaction was determined by an independent valuer (Ingham Analytics) appointed by management, and the values contained in his report were used for the purposes of these pro formas without adjustment. These values were used to determine the fair value per share for the shares exchanged in the reverse acquisition and ultimately to calculate the purchase consideration transferred to acquire the South African operations.

d. In terms of reverse acquisition accounting, the stated capital after the reverse acquisition should be made up as follows; Purchase consideration calculated as explained above R21 864 919 Plus stated capital of the accounting acquirer R 467 035 Consolidated stated capital R22 331 954

e. The reserves and retained income adjustments on R348 600 and (R436 984) respectively are to eliminate the at acquisition reverses and retained income of the accounting acquiree.

9. The ―Total after reverse acquisition‖ column is the sum of the ―Aggregated South African operations‖ column and the ―Reverse acquisition‖ column.

10. The ―Issue for cash‖ column shows the effects of the issue of 20 000 000 shares at R1 a share before the Last Practicable Date and as detailed in Annexure 9.

11. The ―Total after Issue for cash‖ column is the sum of the ―Total after reverse acquisition‖ column and the ―Issue for cash‖ column.

12. The ―Fresh subscription of shares for cash‖ column shows the effects of the following: a. Issuing an extra 80 000 000 shares at R1 per share in term of the share subscription offer to

shareholders. b. The column also shows the effect of listing expenses of R1 100 000 which are written off to

the Statement of Comprehensive income and are not deductible for tax. Costs of R3 237 496 are written off against stated capital as these are costs directly attributable to the issue of shares. Of the total expenses, R500 000 will be paid to Arcay Moela Sponsors by the issue of 500 000 Advanced Health Limited shares at R1 a share. More detail on these expenses is given in paragraph 1.13 of the prospectus.

c. Total movement in share capital is therefore 80 000 000 (fresh issue) + 500 000 (shares to sponsors) – 3 237 496 (costs written off to stated capital) = 77 262 504

d. Total increase in payables is therefore 4 337 496 (total expenses) – 500 000 (paid in shares) = R3 837 496

13. The ―Total after maximum subscription and Issue for cash‖ column is the sum of the ―Total after Issue for cash‖ column and the ―Fresh subscription of shares for cash‖ column.

14. The ―Adjustment to minimum subscription‖ column shows the effects if only the minimum subscription of 30 000 000 shares at R1 a share are issued as opposed to the maximum of 80 000 000 shares.

15. The ―Total after adjustment to minimum subscription‖ is the sum of the ―Total after maximum subscription and Issue for cash‖ column and the ―Adjustment to minimum subscription‖ column.

16. For the minimum subscription, it is assumed that the transaction will not be a common control transaction as defined by IFRS 3 as any common control scenario will only be transitory due to a specific undertaking that Eenhede Konsultante will not hold more than 49.9% in Advanced Health. Thus the accounting for the pro forma‘s is on the basis of a reverse acquisition for both the maximum and minimum subscription levels.

17. The net asset value and net tangible asset value per share were calculated as if the business combination and the issue of shares for cash took place on 30 June 2013, which is the most recent reporting financial reporting date of the accounting acquirer. The net asset value and net tangible asset value per share after the maximum and minimum subscriptions are calculated as follows:

110

Maximum Subscription

R'000

Minimum Subscription

R'000 Total assets 221 448 171 448 Non-current liabilities 28 520 28 520 Current liabilities 29 215 29 215 Net asset value 163 713 113 713 Less: Goodwill 12 076 12 076 Intangible assets 7 907 7 907 Net tangible asset value 143 730 93 730 Shares in issue 210 831 160 831 Net asset value per share (cents) 77.65 70.70 Net tangible asset value per share (cents) 68.17 58.28

Notes to the pro forma statement of comprehensive income 1. The ―Presmed Australia Pty Ltd and controlled entities audited‖ column is based on the audited

consolidated historical financial information of Presmed Australia Pty Ltd for the year ended 30 June 2013 as presented in annexure 4 and is extracted without adjustment.

2. The ―eMalahleni Day Hospital audited‖ column is based on the audited historical financial information of eMalahleni Day Hospital Pty Ltd for the year ended 28 February 2013 and is extracted without adjustment.

3. The ―Medgate Day Clinic audited‖ column is based on the audited historical financial information of Medgate Day Clinic Pty Ltd for the year ended 28 February 2013 and is extracted without adjustment.

4. The ―Reverse acquisition and issue of shares‖ column represents two aspects, namely, a. Recording of non-controlling interest arising from the reverse acquisition of R683 768. This

represents the interest of equity participants of the accounting acquirer who did not participate in the reverse acquisition.

b. Transaction costs of R1 100 000 which are not deductible for tax. More detail on these expenses is given in paragraph 1.13 of the prospectus

5. The ―Total after maximum subscription and reverse acquisition‖ column is the sum of the ―Presmed Australia Pty Ltd and controlled entities audited‖ column, the ―eMalahleni Day Hospital audited‖ column, the ―Medgate Day Clinic audited‖ column and the ―Reverse acquisition and issue of shares‖ column.

6. The ―Adjustment to minimum subscription‖ column shows the effects if only the minimum subscription of 30 000 000 shares at R1 a share are issued as opposed to the maximum of 80 000 000 shares.

7. The ―Total after adjustment to minimum subscription‖ is the sum of the ―Total after maximum subscription and reverse acquisition‖ column and the ―Adjustment to minimum subscription‖ column.

8. The earnings and headline earnings per share are calculated as if the business combination and the issue of shares for cash take place on the 1st of July 2012, which is the commencement date of the last reported financial period of the accounting acquirer.

111

ANNEXURE 7

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE PROFIT FORECASTS OF ADVANCED HEALTH ―19 March 2014 The Directors Advanced Health Limited One Health Building Woodmead North Office Park 54 Maxwell Drive Woodmead Dear Sirs REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE CONSOLIDATED PROFIT FORECAST FOR THE 12 MONTHS PERIODS ENDING 30 JUNE 2014 AND 2015 RESPECTIVELY FOR ADVANCED HEALTH LIMITED (“ADVANCED HEALTH”) Introduction We have examined the profit forecast of the Advanced Health Limited group for the financial years ending 30 June 2014 and 2015 respectively (12-month periods), as set out in Annexure 8 of this Prospectus dated on or about 31 March 2014. Responsibilities Directors’ Responsibility for the Pro Forma Financial Information The directors are responsible for the forecast, including the assumptions set out in the notes to Annexure 8 of the prospectus on which it is based, and for the financial information from which it has been prepared. This responsibility, arising from compliance with the Listings Requirements of the JSE Limited, includes: determining whether the assumptions, barring unforeseen circumstances, provide a reasonable basis for the preparation of the forecast; whether the forecast has been properly compiled on the basis stated; and whether the forecast is presented on a basis consistent with the accounting policies of the company or group in question. Reporting Accountants’ Responsibility Our responsibility is to provide a limited assurance report on the forecast prepared for the purpose of complying with the Listings Requirements of the JSE Limited and for inclusion in the prospectus to Advanced Health’ shareholders. We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements (ISAE 3400) applicable to the Examination of Prospective Financial Information. Scope We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3400, issued by the International Auditing and Assurance Standards Board.

112

This standard requires us to obtain sufficient appropriate evidence as to whether or not: • Management‘s best-estimate assumptions on which the forecast is based are not unreasonable

and are consistent with the purpose of the information; • The forecast is properly prepared on the basis of the assumptions; • The forecast is properly presented and all material assumptions are adequately disclosed; and • The forecast is prepared and presented on a basis consistent with the accounting policies of the

company or group in question for the period concerned. In a limited assurance engagement, the evidence gathering procedures are more limited than for a reasonable assurance engagement and, therefore, less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion. Opinion Based on our examination of the evidence obtained, nothing has come to our attention that causes us to believe that: i) The assumptions, barring unforeseen circumstances, do not provide a reasonable basis for the

preparation of the forecast; ii) The forecast has not been properly compiled on the basis stated; iii) The forecast has not been properly presented and all material assumptions are not adequately

disclosed; and iv) The forecast is not presented on a basis consistent with the accounting policies of the company or

group in question. Actual results are likely to be different from the forecast, since anticipated events frequently do not occur as expected and the variation may be material; accordingly no assurance is expressed regarding the achievability of the forecast. Consent This report on the profit forecast is included solely for the information of the Advanced Health shareholders. We consent to the inclusion of our report on the historical financial information and the references thereto, in the form and context in which they appear. Mazars (Gauteng) Inc. Director: Manoj M Manilal Registered Auditor Chartered Accountant (SA) 19 March 2014‖

113

ANNEXURE 8 PROFIT FORECASTS OF ADVANCED HEALTH FOR THE YEARS ENDING 30 JUNE 2014 AND 30 JUNE 2015

The profit forecasts of Advanced for the years ending 30 June 2014 and 30 June 2015 respectively, the preparation of which is the responsibility of the directors of Advanced, are set out below. The accounting policies applied in arriving at the forecast incomes are consistent in all respects with IFRS and with those accounting policies to be applied by the Advanced Health group. The following forecasts are based on assumptions outlined below and have been prepared in accordance with the JSE Listings Requirements. The profit forecasts have been prepared for illustrative purposes only, to provide information on what the directors believe will be the results of Advanced for the years ending 30 June 2014 and 30 June 2015. The nature of the profit forecasts may not fairly present Advanced Health‘s financial position, changes in equity, and results of operations or cash flow information after the Offer. The forecast financial information has been prepared in accordance with paragraph 8.35 to 8.43 of the JSE Listing Requirements.

30 June 2014 30 June 2015

R R

Revenue 154 927 872 203 045 409 Cost of Sales -72 723 892 -91 076 207 Gross Profit 82 203,980 111 969 202 Other income 1 137 0 Operating Expenses -56 198 952 -78 588 494 Operating profit/(loss) 26 006 165 33 380 708 Investment revenue 174 352 5 526 924 Finance Cost -1 987 808 -2 276 198 Profit/(loss) participation 24 192 709 36 631 434 Profit Participation -3 682 636 -4 516 639 Profit before taxation 20 510 073 32 114 795 Taxation -5 497 196 -9 642 275 Profit after taxation 15 012 877 22 472 520

Other comprehensive income for the year - -

Total comprehensive income for the year 15 012 877 22 472 520

Profit attributable to: Equity holders of parent 7 536 464 14 111 184 Non-controlling interest 7 476 413 8 361 336 15 012 877 22 472 520

Total comprehensive income attributable to: Owners of parent 7 536 464 14 111 184 Non-controlling interest 7 476 413 8 361 336 15 012 877 22 472 520

Earnings per share

- Basic (cents per share) 6.09 6.71 - Diluted (cents per share) 3.09 6.71 Number of shares in issue 110 831 414 210 831 414 Fully diluted shares 210 831 414 210 831 414

114

Main Assumptions and comments on the forecast financial information The forecast of the group is presented on a consolidated basis. The forecast includes both South African operations and Australian operations and is prepared on the assumption that there will be no significant circumstances which affect the group‘s operations which are outside of the control of the directors apart from market determined indicators such as foreign exchange, interest and inflation rates. Key assumptions applied in preparing the forecast are listed below: 1. The South African operations consist of the following trading entities; eMalahleni Day Hospital,

Medgate Day Hospital and Soweto Hospital (in June 2015). 2. The Australian operations consist of the following trading entities; Sydney Surgery Centre, Epping

Surgery Centre and Central Coast Surgery Centre. 3. The South African operations are included in the consolidated forecast from 1 February 2014, due to

the reverse acquisition in accordance with IFRS. The results for the South African operations that have been eliminated from the forecast for the full 12 month period ended 30 June 2014, being the results for the seven months ended 31 January 2014, are set out below:

Medgate

Day Clinic eMalahleni Day

Hospital Total South Africa

Results Eliminated Revenue 4 231 468 7 263 775 11 495 242 Cost of Sales 935 081 1 696 443 2 631 524 Gross Profit 3 296 387 5 567 332 8 863 718 Operating Expenses 3 883 169 4 004 929 7 888 098 Operating profit/(loss) -586 782 1 562 403 975 621 Investment revenue 44 101 0 44 101 Profit before taxation -542 681 1 562 403 1 019 722 Taxation - 437 473 437 473 Profit after taxation -542 681 1 124 930 582 249

4. The number of shares in issue used to determine the earnings per share and diluted earnings per

share is calculated on the premise that the shares issued to acquire the South African operations are issued on 1 February 2014, and that the fresh issue of 80 000 000 shares for cash takes place on 1 April 2014.

5. The exchange rate for conversation of Australian companies has been extrapolated directly from historical exchange rates over the past 3 years and has been used without any adjustments. Forecast exchange rate used is 9.81 in 2014 and 10.82 in 2015 based on a forward projection of continuing trends derived from the extrapolation model.

6. It is expected that inflation will be closer to the higher end of the targets set by the South African Reserve Bank of between 5% and 7%. An average inflation rate of 6.8% is assumed for South African operations. For Australian operations, the inflation rate is assumed to be 2, 7%.

7. Costs which have a direct relationship to revenue such as the cost of materials, laundry, catering and medical waste removal are assumed to continue to have such a direct relationship in line with historical trends.

8. A new eye surgery is expected to open at Medgate Day Clinic in the first quarter of 2014 and this is expected to contribute revenue of approximately R1 million and R4,5 million in the 2014 and 2015 financial years respectively.

9. The Soweto Hospital is expected to open in February 2015 and is expected to contribute revenue of approximately R3,2 million to the 2015 financial year.

10. Gross profit percentage is expected to be marginally higher than historical performance due to cost efficiencies that are anticipated from synergies to be realised from the expanding group structure.

11. For the Australian operations, it is estimated that on average fees will increase by 3% while patient numbers will increase by 5%. The fee increase is in line with Australian inflation figures and the patient growth is based on the expected growth in business.

12. Apart from the new eye surgery at Medgate Day Clinic and the Soweto Hospital which are new operations, the remainder of the South African operations should be in line with historical performance.

13. The Soweto Hospital will financed by a loan from the Industrial Development Corporation of R8 million which will be expected to be repaid over 5 years at a fixed interest rate of 9%.

14. The Corporate tax rate used is 30% for the Australian operations and 28% for the South African operations.

115

15. All the cash raised from the fresh issue of shares will be placed into a fixed deposit savings account until needed and will attract an interest rate of 5.3% which is currently being achieved at Grindrod Bank Limited and will result in investment income of R5 300 000 over a twelve month period.

16. The major operating expenses with significant movement in the two years covered by the forecast are documented below: a. Salaries and Wages: (Increase of 15.72%)

i. 2014 R40,844,759 ii. 2015 R47,267,557 iii. The increases are due to inflationary increases across the group, exchange rate

increases for the Australian operations and additional payroll costs with former consultants now being permanently employed in the South African operations. In addition, the Soweto hospital is expected to open in the three months ending 30 June 2015.

b. Listing Fees i. 2014 R1,100,000 ii. 2015 R275,000 iii. For 2014 these are costs incurred for the group to list on the AltX and in 2015 these are

continuing JSE fees c. Rent Paid

i. 2014 R5,909,118 ii. 2015 R9,892,108 iii. Includes additional rent payable for the new Soweto Hospital of R1,012,500 in 2015.

Also, rent for all the South African operations are included for the full year. d. Depreciation part of operating cost above

i. 2014 R6,692,0671 ii. 2015 R8,902,739 iii. The increase is due to depreciation on additions to property, plant and equipment, with

the major addition being equipment for the Soweto Hospital 17. A segmental breakdown between the Australian and South African operations is set out below:

2014 2015

AUS SA AUS SA

Revenue 147 175 377 7 752 495 154 927 872 170 577 722 32 467 687 203 045 409 COS -70 769 490 -1 954 402 -72 723 892 -83 722 974 -7 353 233 -91 076 207 Gross Profit 76 405 887 5 798 093 82 203 980 86 854 748 25 114 454 111 969 202 Other income 0 0 0 0 0 0 Operating Expenses -49 391 851 -6 807 101 -56 198 952 -56 490 140 -22 098 354 -78 588 494 Operating profit/(loss) 27 014 036 -1 009 008 26 005 028 30 364 608 3 016 100 33 380 708 Investment revenue 143 186 32 303 175 489 134 146 5 392 778 5 526 924 Finance Cost -1 987 808 0 -1 987 808 -1 744 887 -531 311 -2 276 198 Profit/(loss) participation 25 169 414 -976 705 24 192 709 28 753 867 7 877 567 36 631 434 Profit Participation -3 682 636 0 -3 682 636 -4 516 639 - -4 516 639 Profit before taxation 21 486 778 -976 705 20 510 073 24 237 228 7 877 567 32 114 795 Taxation -5 281 560 -215 636 -5 497 196 -6 588 411 -3 053 864 -9 642 275 Profit after taxation 16 205 218 -1 192 341 15 012 877 17 648 817 4 823 703 22 472 520 Other comprehensive income/(loss) for the year Total comprehensive income for the year 16 205 218 -1 192 341 15 012 877 17 648 817 4 823 703 22 472 520 Profit attributable to: Equity holders of parent 8 728 805 -1 192 341 7 536 464 9 287 481 4 823 703 14 111 184 Non-controlling interest 7 476 413 0 7 476 413 8 361 336 0 8 361 336 16 205 218 -1 192 341 15 012 877 17 648 817 4 823 703 22 472 520 Total comprehensive income attributable to: Owners of parent 8 728 805 -1 192 341 7 536 464 9 287 481 4 823 703 14 111 184 Non-controlling interest 7 476 413 0 7 476 413 8 361 336 0 8 361 336 16 205 218 -1 192 341 15 012 877 17 648 817 4 823 703 22 472 520

116

ANNEXURE 9

ALTERATIONS TO SHARE CAPITAL AND PREMIUM ON SHARES Details of shares issued from date of incorporation are set out below: Details Number of

Shares Par value

(cents) Date Issue Price

(cents) Subscribers to the memorandum 3 No par value 10 April 2013 100 Issued to Eenhede Konsultante and former minority shareholders in the various Subsidiaries ahead of the listing for the acquisition of the Subsidiaries as detailed in paragraph 1.7.2 of the Prospectus

105 250 786 No par value 27 January 2014 100

Issued to Eenhede Konsultante for the capitalisation of the shareholder loan of R5 080 625.

5 080 625 27 January 2014

Issued to Arcay Moela Sponsors in lieu of services rendered in connection with the listing

500 000 27 January 2014 100

Issued for cash 20 000 000 28 February 2014 100 In issue before the offer 130 831 414 No par value Offer of 80 000 000 Shares)

80 000 000 No par value 25 April 2014 100

In issue after the offer (maximum level) 210 831 414 No par value Other than the above issues and the Offer for subscription as contained in this Prospectus, there have been no other offers, issues or share repurchases. The issue of shares for cash of 20 000 000 was made to the following shareholders:

Name of Shareholder Number of Shares

Bremer Investments Pty Ltd 5 000 000

Solly Hyman Family Holdings Pty Ltd 1 250 000

The Frans And Louise Van Hoogstraten Family Trust 50 000

Cor Van Zyl 300 000

The Savadier Family Trust 250 000

Presmedical Witbank 8 250 000

Deborah Patricia Viljoen 1 000 000

Leon Abraham Viljoen 50 000

PA & LR Laubscher Gesinstrust 50 000

Joanne Elliott 1 000 000

Bradley Norman Elliott 1 000 000

Jamie Teagan Hanson (Minor) 750 000

Sandra Comfort 1 000 000

Lene Trust 50 000

Total 20 000 000

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The appropriate resolutions, authorisations and approvals have been made by the Board in relation to the securities to be issued. The issue price for the shares issued to service providers have been determined at fair value in accordance with IAS2 based on the fair value of market related services as at the Last Practicable Date ahead of the Offer. For purposes of disclosure, this has been assumed at the most recent issue price before the Offer Price but it may vary at the time of the audit of the results for the year ending 30 June 2014. The issue price for the Offer was determined based on the same issue price for the various acquisitions ahead of the listing. There have been no changes to the share capital from the date of incorporation of the Company.

Similarly there have been no special resolutions passed by the Company to change its share capital other than for the adoption of a new MOI in order to ensure compliance of the MOI with the JSE Listings Requirements.

118

ANNEXURE 10

MATERIAL BORROWINGS, MATERIAL LOANS RECEIVABLE AND INTER-COMPANY LOANS At the Last Practicable Date, Advanced Health had the following material borrowings and inter-Company loan commitments:

The amounts which require payment within the next 12 months will be financed out of the Company‘s existing cash on hand or through cash flow generated by the Company. The above borrowings arose in the ordinary course of business in order to provide asset finance for the Advanced Health Group‘s theatres and operations at its day clinics.

Company Lender Amount (R)

(AU$ converted to

Rand at 9.096)

Repayment terms and details of

loan origins

Security Interest rate

Secured Epping Surgery Centre

Alcon 173 015 Variable monthly repayment based

on consumable product usage

Equipment purchase contract

0% per annum

Epping Surgery Centre

B&L Stellaris

EPA

508 466 Variable monthly repayment over 60

months based on consumable

product usage


0% per annum

Ophthalmic Surgery Centre

Alcon 1 696 304 Variable monthly repayment over 60


product usage


0% per annum

Central Coast Surgery Centre

Alcon 3 582 532 Variable monthly repayment over 60


product usage


0% per annum

Central Coast Surgery Centre?

Investec (Australia)

1 412 323 Fixed payments over 36 months

until March 2015

Directors‘ guarantees

8.75% per annum

Central Coast Surgery Centre

Investec (Australia)

9 869 726 Fixed payments over 60 months

until February 2016

Directors‘ guarantees

8.95% per annum

Unsecured Presmed Australia

Eenhede Konsultante

15 536 877

The loan is for an unspecified period

None

5.5% per annum

Presmed Australia

Maluti Holdings

Aktien Gesellschat

1 834 035

The loan is for an unspecified period

None 5.5% per annum

Medgate Day Clinic

Eenhede Konsultante

4 000 000 The loan is for an unspecified period

None

9.5% per annum

Intercompany - Unsecured Central Coast Surgery Centre

Presmed Australia

3 183 600 Variable loan

Unsecured

10,5% per annum

119

As at the last practicable date, the above borrowings do not carry any rights as to conversion into securities in the Company nor does the Company have any convertible and/or redeemable preference shares or debentures. LOANS RECEIVABLE FROM 3RD PARTIES OR DIRECTORS The Group has the following material loans receivable with third parties.

The above immaterial loan receivable arose in 2013 as a result of payments made by Medgate on behalf of Med Aesthetic Laser Services (Pty) Limited, is repayable by 30 June 2014 in cash and is not in arrears as at the Last Practicable Date. Other than the loan receivable from Med Aesthetic Laser Services (Pty) Limited above, there are no other loans receivable that owed by a director, manager or associate of Advanced Health.

Company Lender Amount (R)

Repayment terms and details of loan origins

Security Interest rate

Secured N/A

N/A N/A N/A N/A N/A

Unsecured Medgate Day Clinic

Med Aesthetic Laser Services

(Pty) Ltd

44 788 Loan account expenses paid on behalf of Med

Aesthetic Laser Services

None 0% per annum

120

ANNEXURE 11

OTHER DIRECTORSHIPS HELD BY THE DIRECTORS OF ADVANCED HEALTH The directorships held by the directors of Advanced Health for the past five years are set out below: Carl Grillenberger (70) - B.Comm, CA (SA), MBA

Company Status Eenhede Konsultante Active Presmedical Witbank Active New Medgate Properties Proprietary Limited Active Miclavi Properties 33 Proprietary Limited Active Medgate Day Clinic Active eMalahleni Day Hospital Proprietary Limited Active eMalahleni Private Hospital Proprietary Limited Active Mandela Street Hospital Investments Proprietary Limited Active Med Aesthetic Laser Services Active Presmed Australia (Australia) Active Sydney Surgery Centre Proprietary Limited (Australia) Active Trusts Atlantic Seaboard Trust Active Carl Grillenberger Family Trust Active VC Family Trust Active VOCA Family Trust Active Cor Van Zyl (66) - B.Comm (Hons) Acc, CTA, CA (SA), RA (SA)

Company Status RX Drug Company Proprietary Limited Active Eenhede Konsultante Active CUNY Investments Proprietary Limited Active Bremer Investments Proprietary Limited Active Sentula Mining Limited Active Heelbo Boerdery (Edms) Bpk Active Wesses Bergland Proprietary Limited Active On Top Farms Proprietary Limited Active Bremer Boerdery (Edms) Bpk Active Bremer Beherende Maatskapy (Edms) Bpk Active Objective Investments SA Limited Active Ballitoville Beleggings CC Active Investment Analyst Society of South Africa NPC Active Elangeni Oil Proprietary Limited Active Russelstone Protein Proprietary Limited Active Trusts

Banana Republic Trust Active VOCA Family Trust Active VC Family Trust Active Carl Grillenberger Family Trust Active Bremer Family Trust

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Frans Van Hoogstraten (65) - Dip. Law (UCT)

Company Status

Eenhede Konsultante (Edms) Bpk Active Trusts

VOCA Family Trust Active VC Family Trust Active Carl Grillenberger Family Trust Active Frans and Louise Van Hoogstraten Family Trust Active Philip Jack Jaffe (73) - B.Comm, CA (SA), HDip Tax, CA (Australia)

Company Status

Presmed Australia Proprietary Limited Active

Sydney Surgery Centre Proprietary Limited Active

Epping Surgery Centre Proprietary Limited Active

Central Coast Surgery Centre Proprietary Limited Active

Diamond Bay Bowling Club Limited Active Marc Resnik (56) - Dip Pharm (SA)

Company Status

Presmed Australia Proprietary Limited Active Sydney Surgery Centre Proprietary Limited Active Epping Surgery Centre Proprietary Limited Active Central Coast Surgery Centre Proprietary Limited Active

Kinser Investments Pty Limited Active Wilfred T Mthembu (51) - MBBCH, FCOPHTH

Company Status

None N/A

Ysbrand Jacobus Visser - BLC; LLB Lesotho Milling Proprietary Limited Abagold Proprietary Limited Presmed Australia Proprietary Limited Saint Pie Proprietary Limited Terra Aqua Proprietary Limited Volkan Boerdery Dienste (Edms) BPK Nurevas International Holding AG Proprietary Limited Athena Capital Proprietary Limited

Active Active Active Active Active Active Active

Resigned

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ANNEXURE 12

SUBSIDIARY COMPANIES Name and registration number

Date of acquisition

Issued share

capital

% held

Main business

Controlling shares held by

Amounts owed

by/(to) Advanced

Health

Profit/(loss) for the period

ended 30 June

2013/28 February

2013 Medgate Day Clinic (2000/011092/07)

2005 3 863 000 100 Surgical Clinic

Advanced Health (SA)

Nil (R964 072)

eMalahleni Day Hospital (2007/018535/07)

2008 780 100 Surgical Clinic

Advanced Health (SA)

Nil R2 573 907

Presmed Australia (ABN 46 077 299 104)

1997 766 724 94.64 Surgical Clinic

Advanced Health

Nil R9 050 938

Central Coast Surgery (ABN 59 140 987 453)

2009 1 063 800 55.56 Surgical Clinic

Presmed Australia

Nil (R4 194 429)

Epping Surgery Centre (ABN 76 106 747 193)

2003 770 000 56.5 Surgical Clinic

Presmed Australia

Nil R4 535 575

Sydney Surgery Centre (ABN 86 394 159 074)

1997 100 72.58 Surgical Clinic

Presmed Australia

Nil R7 714 818

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ANNEXURE 13 DETAILS OF IMMOVABLE PROPERTY LEASED FROM THIRD PARTIES Details of immovable property leased from third parties are set out below:

Landlord Type of premises

Location Expiry date

Lessee Monthly rental (Rand)

Area (m2)

Escalation and

frequency Pirasta Proprietary Limited

Surgical Clinic

Epping, NSW, Australia

01 March 2018

Epping Surgery Centre

$19.487.94 400sqm 4.5% fixed annual

increases Mistlake Proprietary Limited

Surgical Clinic

Erina, NSW, Australia

5 Years from 1 June 2010

Central Coast Surgery

$13.195.16 588sqm ―Whichever is greater

–fixed increase at

4% per annum or

CPI The Corporate Proprietary Limited

Head Office Gordon, NSW, Australia

1 Year From 1 July 2013‖

Presmed Australia

$2.900.70 26.26sqm

N/A

Presmed Australia

Surgical Clinic

Chatswood, NSW, Australia

30 Nov 2015

Sydney Surgery Centre -ATF Presmed Unit Trust

$17.226.56 380sqm 4% fixed annual

increases with

market reviews to

apply during

lease term

New Medgate Proprietary Limited (owned 50% by Eenhede Konsultante)

Surgical Clinic

Roodepoort 5 years from 1 Jan 2014

Medgate Day Clinic

R50 000 plus 2.75% of turnover above R500 000

498sqm Annual escalating 7.5% p.a

Presmedical Witbank

Surgical Clinics & consulting rooms

Witbank 5 Years from 1 March 2014


R125 000 592sqm 8.5% per annum

There is no immovable property owned and leased to third parties.

124

ANNEXURE 14

CURRICULA VITAE OF THE DIRECTORS AND KEY MANAGEMENT OF ADVANCED HEALTH Carl Grillenberger (Chief Executive Officer) B.Comm; CA (SA); MBA Managing Director of Eenhede Konsultante Proprietary Limited, a healthcare investment and management organisation Carl Grillenberger has been involved in various business ventures in South Africa and in 1983 purchased President Medical Investments Proprietary Limited ("Presmed") with the aim to enter the private healthcare industry. Presmed was converted from a private company to a public company and listed during 1986 on the development capital market sector of the Johannesburg Stock Exchange. The listing of Presmed was then transferred from the development capital sector to the pharmaceutical and medical sector of the industrial division of the Johannesburg Stock Exchange. Carl developed Presmed into a formidable private hospital and day clinic organisation. Under Carl‘s leadership, all business units enjoyed substantial growth and Presmed featured consistently amongst the top 30 companies in South Africa, as nominated annually by the Sunday Times. During 1999 he negotiated an agreement in terms of which Presmed‘s South African healthcare facilities were merged with those of Afrox Healthcare Limited ("Afrox"). As a result of this merger, Presmed‘s name was changed to Afrox. The group had interests in over 70 private hospitals and day clinics with capacity exceeding 7,500 beds and 220 operating theatres. The group offered a network of hospitals and day clinics throughout South Africa. Afrox has since changed its name to Life Healthcare Limited and functions under this name as a listed provider of hospital services in South Africa. During 1997 and 1998 Carl developed Presmed Australia Proprietary Limited ("PMA"). This company now owns controlling interests in three ophthalmic surgical facilities in Sydney. PMA acquired a 30% interest in the Dalcross Hospital in Australia during 1998. The shares in Dalcross were disposed of by PMA during 2006. In 2001 he formed EyeCare Limited with the aim to enter the United Kingdom healthcare industry through the development of ophthalmic day surgery facilities. The Ophthalmic Surgery Centre (North London) was opened during 2004 and renders its services to the communities living in North London. During 2005 the board of directors of EyeCare Limited decided to expand the company‘s activities by adding cosmetic and general surgical services to the existing ophthalmic services. The size of the Ophthalmic Surgery Centre (OSC) has been enlarged to cater for the overnight stay of patients undergoing cosmetic and general surgery. During 2012, the Business of the OSC was sold to Optegra. The Optegra group owns and operates various ophthalmic facilities in Europe. As a result of a restraint of trade, which was part of the agreement entered into between Afrox and Carl, he was not able to participate in the SA Healthcare Industry until the end of 2002. During 2005 Grillenberger re-entered the South African Healthcare Environment with the purchase of the Medgate Day Clinic in Johannesburg. A multi-disciplinary day clinic has been developed in Witbank during 2008 and 2009. Carl has been involved with the development of a private hospital, in Witbank, which caters for 100 beds, incorporating an intensive care unit, 4 operating theatres, a maternity section and a neo-natal facility. This project was completed early in 2011. The operational activities associated with this hospital have been implemented during 2011. Carl is a director of various associated and subsidiary companies in Australia and South Africa. He has gained substantial knowledge of the healthcare industry in various countries and is well equipped to manage organisations involved in the rendering of various types of medical services.

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Frans Van Hoogstraten (Independent non-executive Chairman) Frans van Hoogstraten has practised as an attorney, notary public and conveyancer since 1974 and is a retired director of Bowman Gilfillan Incorporated of Sandton where he practised in the firm‘s corporate department. As an experienced commercial attorney Frans has acted in a large number of major commercial transactions for local and international corporate clients. Frans was involved in the establishment of Spearhead Properties Holdings Limited (a company that was listed on the JSE until it was taken over by Redefine Properties Limited) and is a former chairman and director of that company. Since his retirement from fulltime legal practice Frans continues to consult on various legal matters. He is also a qualified mediator and is accredited as such by the internationally recognised Centre for Effective Dispute Resolution (CEDR) in London. Cor Van Zyl (Financial Director) Cor Van Zyl is a chartered accountant CA (SA) with 22 years‘ experience in the auditing profession as a partner of Coopers & Lybrand, before moving into commerce for a further period of 14 years. This included five years as Financial Director of Afrox Healthcare Limited and six years as Financial Director of African Oxygen Limited until his retirement in 2010. Cor also serves as an independent non-executive director on boards and audit committees of various companies. Philip Jack Jaffe (Non-executive Director) B.Com (University of Witwatersrand), Chartered Accountant (SA), Higher Diploma in Tax Law (University of Witwatersrand), Chartered Accountant Australia (University of Sydney). Philip was a Senior Partner and subsequently Chairman of Moores Rowland (Johannesburg) Chartered Accountants for roughly 25 years, Vice-President Transvaal Society of Chartered Accountants mid 1980‘s, Council Member of South African Institute of Chartered Accountants (SAICA) for 2 years in mid-1980‘s, Chairman of CAPIM(Chartered Accountants Professional Indemnity Mutual) from inception to 2001, Member of Public Accountants and Auditors Board(PAAB) Disciplinary Committee for about 4 years. Director of Public Company Presmed Limited from inception 1985 until sale to Afrox Healthcare Limited in about 1997 including Chairman of the Audit Committee, Director of Presmed Australia Proprietary Limited and its various subsidiaries from 2001 to present date and a Director/Trustee/Executor for numerous private companies, trusts and individuals. Philip has a wealth of experience which entails 35 years in public practice and involvement in listing of approximately 20 public companies on the JSE and the original secondary market DCM. Philip was born in South Africa and obtained his Australian citizenship in 2003. Marc Resnik (Executive Director) Marc Resnik is a Business Executive and a Pharmacist, with more than 30 years of experience in the healthcare sector, involving directorship positions and ownership in both private and publicly listed healthcare companies. Marc is the Managing Director of Presmed Australia Proprietary Limited, a healthcare company that invests and specialises in the establishment and the management of ophthalmic day surgery hospital facilities in Australia.

126

He also is director of the Presmed Australia subsidiary companies Sydney Surgery Centre Proprietary Limited, Epping Surgery Centre Proprietary Limited and Central Coast Surgery Centre Proprietary Limited, and played a pivotal role with integral involvement in initiating, negotiating and setting up these facilities. Marc remains actively involved in the executive and strategic management of these businesses. Through a strategic association with a group of ophthalmologists in Bankstown in west Sydney, Marc has an active involvement in the strategy and marketing of this company. He also co-founded the only Laser Vision Clinic in the Central Coast of NSW and his services are retained for strategic input and planning. Marc co-founded the Independent Ophthalmic Network of Australia, consisting of over 200 independent ophthalmologists, which is now part of the Australian Society of Ophthalmologists. Marc was responsible for the initiative and a first within the industry, of motivating a group of ophthalmologists and philanthropists to set up a private ophthalmic day hospital to operate its business within a Public eye hospital facility, to the benefit of all. Whilst in South Africa, Marc was Managing Director of Lifecare Clinics Group and was responsible for the strategic initiative with Carl Grillenberger for merging Presmed with Lifecare. The outcome was eventually for Presmed to become one of the largest private hospital groups in South Africa. As part of the merger of the groups, Marc became a director of Presmed. Marc was born in South Africa and obtained his Australian citizenship in 2000. Wilfred T Mthembu (Independent non-executive director) Dr Mthembu was born on 11 June 1962. He matriculated at Bopasenatla High School in Diepkloof, Soweto. He holds MBBCH and FCOPHTH qualifications. Dr Mthembu worked in private practice as a general practitioner from 1992 to 1996. In 2001 he qualified as an ophthalmologist and has been practising as such. Dr Mthembu is also an ardent businessman with keen interests in day hospitals. Key Management Marti Gelderblom (Finance Manager) B.Comm Management (UNISA), ICSA Diploma in Strategic Management & Corporate Governance (UNISA), SAIM Program in Business Management (UNISA), Certificate in Business Management, PU for CHE (SBAB). Marti has been involved in the Private Healthcare industry since 1991 and is now currently Financial Controller in the new eMalahleni Private Hospital, which started in August 2009 where she was co-responsible for the commissioning of this 100 bed hospital. The hospital opened on the 9th of March 2011 and her involvement continues with the responsibility for management of information, financial and administrative services. She is also involved with the operational & financial management of the other units in this group. Marti has been responsible for the financial management of six other entities including three day clinics (one in the UK). Since August 2009 Marti has been rendering her services in the name of MC Business Services and as financial consultant to various healthcare related organisations. Marti worked for Life Healthcare (private hospital group) for 18 years and from 2003 to 2009 as Finance & Administration Manager for Little Company of Mary Hospital, Pretoria, responsible for 5 of their business units. Marti has been awarded with a number of achievements for her expertise and performance over the years.

127

Gerrit Van Den Berg (Clinic & Project Development Manager) B.Comm (Acc) (University of Pretoria); B.Compt (Hons) Unisa); MBL (Unisa) Gerrit has 19 years of business management experience ranging from Financial Manager at head office level to Manager of several business units, and recently was the Executive Regional Manager (Inland) of Life Healthcare. His duties consisted of the overall management of three facilities which directly reported to him. He was also a director of Life Esidimeni for a period of 3 years. Gerrit‘s experience includes general management, business establishment and implementation of turnaround strategies. He has proven his abilities to negotiate and liaise with government (i.e. PPP‘s), executives and board members alike. Gerrit is currently doing consulting work in assisting day clinics and hospitals to become profitable and sustainable business units. He is facilitating the building and development of new units. He was recently appointed to the Day Clinic Association and National Hospital Network boards of directors. He has been in this role since July 2012. Roger Cronin (Chief Operating Officer, Presmed Day Hospitals) Cert. Nsg. B. Hlth. Sc. Nsg., Grad. Cert. Management. Roger is the Chief Operating Officer of Presmed Australia, and is responsible for the executive management of Ophthalmic Surgery Centre (Chatswood), Epping Surgery Centre and Central Coast Day Hospital. Roger‘s early career as a Registered Nurse provided him with 20 years of specialist clinical knowledge and managerial experiences in the public and private healthcare sectors within Australia, the United Kingdom and the Middle East. His leadership roles included managerial positions within the major tertiary public hospitals. He holds post-graduate qualifications in healthcare management, leadership and clinical quality. Roger‘s career in health management developed further with roles for the Australian and New South Wales Governments, notably with the Commonwealth Department of Health & Ageing providing regulatory oversight of aged care funding and then the NSW Department of Health private health industry portfolio. In this role Roger was responsible for managing the licensing, inspection and regulation of all private hospitals and day procedure centres in NSW encompassing building approvals, clinical complaints review and regulatory audit methodology. Roger has represented NSW Health on numerous state-wide and national health committees, including the NSW Health in Corporate Governance and Risk Management to external bodies such as the Coroner, Ombudsman, NSW Parliament and the Health Care Complaints Commission. For the last 5 years Roger has been the Chief Operating Officer of Presmed Australia‘s day hospitals providing executive leadership. Roger‘s considerable clinical, government, business and private healthcare knowledge have been instrumental to the financial success and expansion of the group. Roger is a member of numerous clinical, ophthalmic and professional associations and attends national and international ophthalmic and hospital conferences to ensure that the strategic, financial and business interests of Presmed are maintained. Feng Neal (Chief Financial Officer, Presmed Day Hospitals) B.A major in International Trade and Mathematics (National University China); Advanced Diploma in Accounting & Financial Service (Northern Sydney Institute); Cert. L&M Feng is the Chief Financial Officer of Presmed Australia, and is responsible for the financial management of Ophthalmic Surgery Centre (Chatswood), Epping Surgery Centre and Central Coast Day Hospital. Feng has over twenty years‘ experience in financial and management accounting in a range of industries including import/export, commercial property development, security, building services, retail and health care.

128

Feng joined the Presmed Australia group in 2000 and her thirteen years of experience in the highly competitive private health industry has provided her with in-depth knowledge of this business sector. She is highly recognised for her financial acumen within the healthcare industry and is regularly sought for advice and input in this area. Feng has been a key team member in commissioning the Epping Surgery Centre in 2004 and the Central Coast Day Hospital in 2010. Feng plays an instrumental role in the day hospitals business growth and development, and ensures the business practices are maintained at the highest standard and maximises shareholder return. Feng regularly attends national and international Ophthalmic and Day Hospital sector conferences to keep abreast with the latest developments in health industry business competitive environment and technological advancement. Feng‘s key strengths are financial and management accounting, business and internal control, administration, HR management and business negotiation. Mari-Louise Janse van Rensburg (Company Secretary) B.Comm Hons Financial Accounting (NWU), M Comm Taxation (NWU), Professional Accountant SA (SAIPA). Mari-Louise has 10 years of the financial, taxation and secretarial industry experience. She qualified as a professional accountant in 2004 after spending 3 years in the audit profession. She then moved to commerce and had appointments in African Oxygen Limited until moving into her own practice in 2009. Mari-Louise‘s experience includes all levels of accounting and taxation for companies and individuals as well as extensive secretarial duties for all levels of businesses.

129

ANNEXURE 15

EXTRACTS FROM THE ADVANCED HEALTH MOI 6 ISSUE OF SHARES AND VARIATION OF RIGHTS 6.1 The Company is authorised to issue – 6.1.1 such number of ordinary Shares, of the same class, as set out in Schedule 1 hereto, each of which

ranks pari passu in respect of all rights and entitles the holder to – [S10.5(a)] 6.1.1.1 vote at any annual general meeting or general meeting, or as contemplated in clause 20.2, in person

or by proxy, on any matter to be decided by the Shareholders of the Company and to 1 (one) vote in respect of each ordinary Share in the case of a vote by means of a poll; [S10.5(b)]

6.1.1.2 participate proportionally in any distribution made by the Company; and 6.1.1.3 receive proportionally the net assets of the Company upon its liquidation; 6.1.2 such number of each of such further classes of Shares, if any, as are set out in Schedule 1 hereto

subject to the preferences, rights, limitations and other terms associated with each such class set out therein.

6.2 The Company may from time to time by special resolution as contemplated in clause 6.3 below, effect the following changes –

6.2.1 the creation of any class of shares; 6.2.2 the variation of any preferences, rights, limitations and other terms attaching to any class of shares; 6.2.3 the conversion of one class of share into one or more other classes; 6.2.4 the change of the name of the Company; 6.2.5 increase the number of authorised Shares of any class of the Company‘s Shares; 6.2.6 consolidate and reduce the number of the Company's issued and authorised Shares of any class; 6.2.7 subdivide its Shares of any class by increasing the number of its issued and authorised Shares of

that class without an increase of its capital; and such powers shall only be capable of being exercised by the Shareholders by way of a special resolution of the Shareholders.

6.3 The creation, authorisation and classification of Shares, the subdivision or consolidation of Shares, amendments to the numbers of authorised Shares of each class, the conversion of one class of Shares into one or more other classes of Shares, the conversion of Shares from par value to no par value and variations to the preferences, rights, limitations and other terms associated with any class of Shares as set out in this Memorandum of Incorporation may be changed only by an amendment of this Memorandum of Incorporation by special resolution and in accordance with the JSE Listings Requirements. [S10.5 (d)(i)] [S10.5 (d)(ii)] [S10.5 (d)(iii)] [S10.5 (d)(iv)] [S10.5 (d)(v)] [S10.5 (d)(vi)] [S10.5 (e)]

6.4 If a fraction of a Share comes into being as a result of any corporate action such fraction will be subject to compliance with the JSE Listings Requirements‘ rounding convention.

6.5 No Shares may be authorised in respect of which the preferences, rights, limitations or any other terms of any class of Shares may be varied in response to any objectively ascertainable external fact or facts as provided for in sections 37(6) and 37(7) of the Act. [S10.5 (g)]

6.6 The Board has control over all unissued shares per class and may, subject to clause 6.10, resolve to issue Shares of the Company at any time and, where applicable, list such Shares on the applicable JSE market (―listing‖) if:

6.6.1 the issue is within a class, and to the extent that such Shares have been authorised by or in terms of this Memorandum of Incorporation, but not yet issued; and

6.6.2 the issue, and where applicable, listing, is in respect of a corporate action requiring JSE approval of a circular or application letter to ensure compliance with the JSE Listing Requirements, only after obtaining such approval by the JSE that all JSE Listing Requirements have been met; or

6.6.3 the issue, and where applicable, listing, is in respect of a corporate action requiring JSE approval of a circular and application letter to ensure compliance with the JSE Listing Requirements and shareholder approval of one or more resolutions relating thereto in accordance with the JSE Listings Requirements, only after obtaining all such approvals;

6.7 All issues of Shares for cash, including grants / issues of options and/or convertible securities, must be effected in accordance with the JSE Listings Requirements.

6.8 All Securities of the Company for which a listing is sought on the JSE must, notwithstanding the provisions of section 40(5), be issued as fully paid up and must be freely transferable.

6.9 Subject to any necessary approvals in terms of the Act and/or the JSE Listings Requirements, including relevant shareholder approval where required, and subject to clause 6.10, the Board may only issue unissued Shares to raise cash or to settle outstanding liabilities or expenses if such Shares are first offered to existing shareholders on a pro rata basis in terms of a rights offer as defined in the

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JSE Listing Requirements or an issue of shares for cash approved by shareholders in accordance with this MOI and the JSE Listings requirements. However, the Board may issue Shares, in accordance with the Act and the JSE Listings Requirements, as consideration for the acquisition of assets by the Company without effecting a rights offer or issue of shares for cash. [S10.1]

6.10 Notwithstanding the provisions of clauses 6.6 and 6.9 of this Memorandum, any issue of Shares, Securities convertible into Shares, or rights exercisable for Shares in a transaction, or a series of integrated transactions shall, in accordance with the provisions of section 41(3) of the Act, require the approval of the Shareholders by special resolution if the voting power of the class of Shares that are issued or are issuable as a result of the transaction or series of integrated transactions will be equal to or exceed 30% (thirty percent) of the voting power of all the Shares of that class held by Shareholders immediately before that transaction or series of integrated transactions.

6.11 Except to the extent that any such right is specifically included as one of the rights, preferences or other terms upon which any class of Share is issued or as may otherwise be provided in this Memorandum of Incorporation in accordance with the JSE Listings Requirements, no Shareholder shall have any pre-emptive or other similar preferential right to be offered or to subscribe for any additional Shares issued by the Company.

26 COMPOSITION AND POWERS OF THE BOARD OF DIRECTORS 26.1 Number of Directors 26.1.1 In addition to the minimum number of Directors, if any, that the Company must have to satisfy any

requirement in terms of the Act to appoint an audit committee and a social and ethics committee, the Board must comprise at least 4 (four) Directors and the Shareholders shall be entitled, by ordinary resolution, to determine such maximum number of Directors as they from time to time shall consider appropriate.

26.1.2 All Directors appointed to fill a casual vacancy or if proposed directly to Shareholders shall be elected by an ordinary resolution of the Shareholders at a general or annual general meeting of the Company, provided a sufficient notice period is allowed before the date of such general meeting or annual general meeting is held, and no appointment of a Director in accordance with a resolution passed in terms of section 60 of the Act shall be competent.

26.1.3 Every person holding office as a Director, Prescribed Officer, company secretary or auditor of the Company immediately before the effective date of the Act will, as contemplated in item 7(1) of Schedule 5 to the Act, continue to hold that office.

26.2 Appointment and nomination of Directors 26.2.1 In any election of Directors – 26.2.1.1 the election is to be conducted as a series of votes, each of which is on the candidacy of a

single individual to fill a single vacancy, with the series of votes continuing until all vacancies on the Board have been filled; and

26.2.1.2 in each vote to fill a vacancy – 26.2.1.2.1 each vote entitled to be exercised may be exercised once; and 26.2.1.2.2 the vacancy is filled only if a majority of the votes exercised support the candidate. 26.2.2 Subject to the provisions of clauses 26.4.1.1 and 29, the Company shall only have elected

Directors and there shall be no ex offıcio Directors appointed or any person named in this Memorandum of Incorporation able to nominate any person for appointment as a Director. The appointment of all directors shall be subject to shareholder approval at any general or annual general meeting, provided the meeting is not conducted in terms of Section 60 of the Act. The elected directors may appoint alternate directors in accordance with the Act

26.3 Eligibility, resignation and retirement of Directors 26.3.1 Apart from satisfying the qualification and eligibility requirements set out in section 69 of the Act, a

person need not satisfy any eligibility requirements or qualifications to become or remain a Director or a Prescribed Officer of the Company.

26.3.2 No Director shall be appointed for life or for an indefinite period and the Directors shall rotate in accordance with the following provisions of this clause 26.3.2:-

26.3.2.1 at each annual general meeting referred to in clause 20.2, 1/3 (one third) of the Non-Executive Directors for the time being, or if their number is not 3 (three) or a multiple of 3 (three), the number nearest to 1/3 (one third), but not less than 1/3 (one third), shall retire from office, provided that if a Director is appointed as an executive Director or as an employee of the Company in any other capacity, he or she shall not, while he or she continues to hold that position or office, be subject to retirement by rotation and he or she shall not, in such case, be taken into account in determining the rotation or retirement of Directors;

26.3.2.2 the Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who were elected as Directors on the same day, those to

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retire shall, unless they otherwise agree among themselves, be determined by lot; 26.3.2.3 a retiring Director shall be eligible for re-election; 26.3.3 The Board shall provide the Shareholders with a recommendation in the notice of the meeting at

which the re-election of a retiring Director is proposed, as to which retiring Directors are eligible for re-election, taking into account that Director's past performance and contribution.

26.4 Powers of the Directors 26.4.1 The Board has the power to – 26.4.1.1 appoint or co-opt any person as Director, whether to fill any vacancy on the Board on a

temporary basis, as set out in section 68(3) of the Act, or as an additional Director provided that such appointment must be confirmed by the Shareholders, in accordance with clause 26.1.1, at the next annual general meeting of the Company, as required in terms of section 70(3)(b)(i) of the Act; and [S10.16(b)]

26.4.1.2 exercise all of the powers and perform any of the functions of the Company, as set out in section 66(1) of the Act,

and the powers of the Board in this regard are only limited and restricted as contemplated in this clause 26.

26.4.2 The Directors may at any time and from time to time by power of attorney appoint any person or persons to be the attorney or attorneys and agent(s) of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors in terms of this Memorandum of Incorporation) and for such period and subject to such conditions as the Directors may from time to time think fit. Any such appointment may, if the Directors think fit, be made in favour of any company, the shareholders, directors, nominees or managers of any company or firm, or otherwise in favour of any fluctuating body of persons, whether nominated directly or indirectly by the Directors. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorneys and agents as the Directors think fit. Any such attorneys or agents as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in them.

26.4.3 Save as otherwise expressly provided herein, all cheques, promissory notes, bills of exchange and other negotiable or transferable instruments, and all documents to be executed by the Company, shall be signed, drawn, accepted, endorsed or executed, as the case may be, in such manner as the Directors shall from time to time determine.

26.4.4 All acts performed by the Directors or by a committee of Directors or by any person acting as a Director or a member of a committee shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of the Directors or persons acting as aforesaid, or that any of them were disqualified from or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee.

26.4.5 If the number of Directors falls below the minimum number fixed in accordance with this Memorandum of Incorporation, the remaining Directors must as soon as possible and in any event not later than 3 (three) months from the date that the number falls below such minimum, fill the vacancy/ies in accordance with this clause 26.4.1.1 or convene a general meeting for the purpose of filling the vacancies, and the failure by the Company to have the minimum number of Directors during the said 3 (three) month period does not limit or negate the authority of the Board or invalidate anything done by the Board while their number is below the minimum number fixed in accordance with this Memorandum of Incorporation.

26.4.6 The Directors in office may act notwithstanding any vacancy in their body, but if after the expiry of the 3 (three) month period contemplated in clause 26.4.5 their number remains below the minimum number fixed in accordance with this Memorandum of Incorporation, they may, for as long as their number is reduced below such minimum, act only for the purpose of filling vacancies in their body in terms of section 68(3) of the Act or of summoning general meetings of the Company, but not for any other purpose.

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26.5 Directors' interests 26.5.1 A Director may hold any other office or place of profit under the Company (except that of auditor) or

any subsidiary of the Company in conjunction with the office of Director, for such period and on such terms as to remuneration and expenses (in addition to the remuneration or fees to which he may be entitled as a Director) and otherwise as a disinterested quorum of the Directors may determine.

26.5.2 A Director of the Company may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, provided that the appointment and remuneration and expenses in respect of such other office must be determined by a disinterested quorum of Directors.

26.5.3 Each Director and each alternate Director, Prescribed Officer and member of any committee of the Board (whether or not such latter persons are also members of the Board) shall, subject to the exemptions contained in section 75(2) and the qualifications contained in section 75(3), comply with all of the provisions of section 75 of the Act in the event that they (or any person who is a related person to them) has a personal financial interest in any matter to be considered by the Board.

26.5.4 The Directors shall not, for as long as the Securities of the Company is listed on the JSE, have the power to propose any resolution to Shareholders to ratify an act of the Directors that is inconsistent with any limit imposed by the Act or this Memorandum of Incorporation on the authority of the Directors to perform such an act on behalf of the Company in the event that such a resolution would lead to ratification of an act that is contrary to the JSE Listings Requirements, unless the Directors have obtained the prior approval of the JSE to propose such a resolution to Shareholders.

27 DIRECTORS' MEETINGS 27.1 Save as may be provided otherwise herein, the Directors may meet together for the despatch of

business, adjourn and otherwise regulate their meetings as they think fit. 27.2 The Directors may elect a chairperson and a deputy chairperson and determine the period for which

each is to hold office. The chairperson, or in his absence the deputy chairperson, shall be entitled to preside over all meetings of Directors. If no chairperson or deputy chairperson is elected, or if at any meeting neither is present or willing to act as chairperson thereof within 10 (ten) minutes of the time appointed for holding the meeting, the Directors present shall choose 1 (one) of their number to be chairperson of such meeting. Where the required quorum of directors is two, the chairman shall not be permitted to have a casting vote if only two directors are present at a meeting of directors.

27.3 In addition to the provisions of section 73(1) of the Act, any Director shall at any time be entitled to call a meeting of the Directors.

27.4 The Board has the power – 27.4.1 as contemplated in section 74 of the Act, to consider any matter and/or adopt any resolution other

than at a meeting and, accordingly, any decision that could be voted on at a meeting of the Board may instead be adopted by the written consent of a majority of the Directors, given in person or by Electronic Communication, provided that each Director has received notice of the matter to be decided. Furthermore, any such resolution, inserted in the minute book, shall be as valid and effective as if it had been passed at a meeting of directors. Any such resolution may consist of several documents and shall be deemed to have been passed on the date on which it was signed by the last director who signed it (unless a statement to the contrary is made in that resolution)

27.4.2 to conduct a meeting entirely by Electronic Communication, or to provide for participation in a meeting by Electronic Communication, as set out in section 73(3) of the Act, provided that, as required by such section, the Electronic Communication facility employed ordinarily enables all persons participating in the meeting to communicate concurrently with each other without an intermediary and to participate reasonably effectively in the meeting;

27.4.3 to determine the manner and form of providing notice of its meetings contemplated in section 73(4) of the Act, provided that –

27.4.3.1 the notice period for the convening of any meeting of the Board will be at least 7 (seven) days unless the decision of the Directors is required within a shorter period of notice, in which event the meeting may be called on shorter notice. The decision of the chairperson of the Board, or failing the chairperson for any reason, the decision of the majority of the Directors as to whether a shorter period of notice may be given, shall be final and binding on the directors. To the extent that a Director votes or indicates that he will abstain from voting on any matter in respect of which such shorter notice period has been given, such Director will be regarded, at the same time, as having approved the shorter notice period unless such Director expressly states that he is voting against the shorter notice period;

27.4.3.2 an agenda of the matters to be discussed at the meeting shall be given to each Director,

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together with the notice referred to in clause 27.4.3.1; and 27.4.4 to proceed with a meeting despite a failure or defect in giving notice of the meeting, as provided in

section 73(5) of the Act, and the powers of the Board in respect of the above matters are not limited or restricted by this Memorandum of Incorporation.

27.5 The quorum requirement for a Directors' meeting (including an adjourned meeting) to begin, the voting rights at such a meeting, and the requirements for approval of a resolution at such a meeting are as set out in section 73(5) of the Act and accordingly –

27.5.1 if all of the Directors of the Company – 27.5.1.1 acknowledge actual receipt of the notice convening a meeting; or 27.5.1.2 are present at a meeting; or 27.5.1.3 waive notice of a meeting,

the meeting may proceed even if the Company failed to give the required notice of that meeting or there was a defect in the giving of the notice;

27.5.2 a majority of the Directors must be present at a meeting before a vote may be called at any meeting of the Directors;

27.5.3 each Director has 1 (one) vote on a matter before the Board; 27.5.4 a majority of the votes cast in favour of a resolution is sufficient to approve that resolution; 27.5.5 in the case of a tied vote – 27.5.5.1 the chairperson may not cast a deciding vote in addition to any deliberative vote; and 27.5.5.2 the matter being voted on fails. 27.6 Resolutions adopted by the Board – 27.6.1 must be dated and sequentially numbered; and 27.6.2 are effective as of the date of the resolution, unless any resolution states otherwise. 27.7 Any minutes of a meeting, or a resolution, signed by the chairperson of the meeting, or by the

chairperson of the next meeting of the Board or by the Company secretary, are evidence of the proceedings of that meeting, or the adoption of that resolution, as the case may be.

28 DIRECTORS' COMPENSATION AND FINANCIAL ASSISTANCE 28.1 The Company may pay fees to the Directors for their services as Directors in accordance with a

special resolution approved by the Shareholders within the previous 2 (two) years, as set out in section 66(8) and (9) of the Act, and the power of the Company in this regard is not limited or restricted by this Memorandum of Incorporation.

28.2 Any Director who - 28.2.1 serves on any executive or other committee; or 28.2.2 devotes special attention to the business of the Company; or 28.2.3 goes or resides outside South Africa for the purpose of the Company; or 28.2.4 otherwise performs or binds himself to perform services which, in the opinion of the Directors, are

outside the scope of the ordinary duties of a Director, may be paid such extra remuneration or allowances in addition to or in substitution of the remuneration to which he may be entitled as a Director, as a disinterested quorum of the Directors may from time to time determine.

28.3 The Directors may also be paid all their travelling and other expenses necessarily incurred by them in connection with -

28.3.1 the business of the Company; and 28.3.2 attending meetings of the Directors or of committees of the Directors of the Company. 28.3.3 Performing extra services that may require the said director to reside abroad or to be specifically

occupied about the company‘s business. 28.3.4 Such a director may be entitled to receive such remuneration as is determined by a disinterested

quorum of directors, which may be either in addition to or in substitution for any other remuneration payable.

28.4 The Board may, as contemplated in and subject to the requirements of section 45 of the Act, authorise the Company to provide financial assistance to a Director, Prescribed Officer or other person referred to in section 45(2), and the power of the Board in this regard is not limited or restricted by this Memorandum of Incorporation.

29 EXECUTIVE DIRECTORS 29.1 The Directors may from time to time appoint 1 (one) or more executive Directors for such term and at

such remuneration as they may think fit, and may revoke such appointment subject to the terms of any agreement entered into in any particular case. A Director so appointed shall not be subject to retirement in the same manner as the other Directors, but his or her appointment shall terminate if he

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or she ceases for any reason to be a Director. 29.2 Subject to the provisions of any contract between himself or herself and the Company, an executive

Director shall be subject to the same provisions as to disqualification and removal as the other Directors of the Company.

29.3 The Directors may from time to time entrust to and confer upon an executive Director for the time being such of the powers exercisable in terms of this Memorandum of Incorporation by the Directors as they may think fit, and may confer such powers for such time and to be exercised for such objects and purposes, and upon such terms and conditions, and with such restrictions, as they think expedient; and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

30 INDEMNIFICATION OF DIRECTORS 30.1 The Company shall – 30.1.1 advance expenses to a Director or directly or indirectly indemnify a Director in respect of the

defense of legal proceedings, as set out in section 78(4) of the Act; 30.1.2 indemnify a Director in respect of liability as set out in section 78(5) of the Act; and/or 30.1.3 purchase insurance to protect the Company or a Director as set out in section 78(7) of the Act,

and the power of the Company in this regard is not limited, restricted or extended by this Memorandum of Incorporation.

30.2 The provisions of clause 30.1 shall apply mutatis mutandis in respect of any Prescribed Officer or member of any committee of the Board, including the audit committee, or any former Director, former Prescribed Officer or former member of any committee of the Board.

31 BORROWING POWERS 31.1 Subject to the provisions of clause 31.2 and the other provisions of this memorandum of incorporation,

the directors may from time to time 31.1.1 borrow for the purposes of the company such sums as they think fit; and 31.1.2 secure the payment or repayment of any such sums, or any other sum, as they think fit, whether by

the creation and issue of securities, mortgage or charge upon all or any of the property or assets of the company.

31.2 The directors shall procure (but as regards subsidiaries of the company only insofar as by the exercise of voting and other rights or powers of control exercisable by the company they can so procure) that the aggregate principal amount at any one time outstanding in respect of moneys so borrowed or raised by –

31.2.1 the company; and 31.2.2 all the subsidiaries for the time being of the company (excluding moneys borrowed or raised by any

of such companies from any other of such companies but including the principal amount secured by any outstanding guarantees or surety ships given by the company or any of its subsidiaries for the time being for the indebtedness of any other company or companies whatsoever and not already included in the aggregate amount of the moneys so borrowed or raised),

shall not exceed, to the extent applicable, the aggregate amount at that time authorised to be borrowed or secured by the company or the subsidiaries for the time being of the company (as the case may be).

32 COMMITTEES OF THE BOARD 32.1 The Board may – 32.1.1 appoint committees of Directors and delegate to any such committee any of the authority of the

Board as contemplated in section 72(1) of the Act; and/or 32.1.2 include in any such committee persons who are not Directors, as contemplated in section 72(2)(a)

of the Act, and the power of the Board in this regard is not limited or restricted by this Memorandum of Incorporation.

32.2 The authority of a committee appointed by the Board as contemplated in section 72(2)(b) and (c) of the Act is not limited or restricted by this Memorandum of Incorporation.

32.3 The Board shall further appoint such committees as it is obliged to do in terms of the Act and, for as long as the Company's Securities are listed on the JSE, such committees as are required by the JSE Listings Requirements, having such functions and powers as are prescribed by the Act and/or the JSE Listings Requirements, as the case may be.

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ANNEXURE 16

KING CODE ON CORPORATE GOVERNANCE

The directors of Advanced Health endorse the King Code and recognise their responsibility to conduct the affairs of Advanced Health with integrity and accountability in accordance with generally accepted corporate practices. This includes timely, relevant and meaningful reporting to its shareholders and other stakeholders, providing a proper and objective perspective of Advanced Health. It should be noted that Advanced Health has been dormant since incorporation in April 2013 until the acquisitions in January 2014. In anticipation of listing, certain aspects of corporate governance have been introduced within the Group and the King Code will be applied throughout Advanced Health and its Subsidiaries going forward in accordance with the JSE Listings Requirements for companies listed on the AltX. The directors have, accordingly, established procedures and policies appropriate to Advanced Health‘s business in keeping with its commitment to best practices in corporate governance. These procedures and policies will be reviewed by the directors from time to time. The directors of Advanced Health will adopt the principals of the code, being fairness, accountability, responsibility and transparency. The formal steps taken by the directors are as follows: 1.1. Directors

The Board The board of directors shall meet regularly and disclose the number of meetings held each year in its annual report, together with the attendance at such meetings. A formal record shall be kept of all conclusions reached by the board on matters referred to it for discussion. Should the board require independent professional advice; procedures have been put in place by the board for such advice to be sought at the Company‘s expense.

All directors have access to the advice and services of M Janse Van Rensburg Professional Accountant (SA), who fulfils the role of company secretary. The board is of the opinion that M Janse Van Rensburg Professional Accountant (SA) has the requisite attributes, experience and qualifications to fulfil her commitments effectively. This assessment is based on her experience and qualifications, as well as the fact that she has been involved in the Company for a number of years, being familiar with the Company financials and dealings. The appointment or dismissal of the company secretary shall be decided by the board as a whole and not one individual director. Directors are expected to maintain their independence when deciding on matters relating to strategy, performance, resources and standards of conduct. On first appointment, all directors will be expected to undergo appropriate training as to the Company‘s business, strategic plans and objectives, and other relevant laws and regulations. This will be performed on an on-going basis to ensure that directors remain abreast of changes in regulations and the commercial environment.

The board is responsible for relations with stakeholders, as well as being accountable to them for the performance of the Company, and reporting thereon in a timely and transparent manner. In accordance with AltX Listings Requirements, the directors are required to attend a 4-day Directors Induction Programme. Arrangements will be made for all the directors to attend once course dates have been made available for 2014.

Chairman and Chief Executive Officer The offices of Chairman and Chief Executive Officer shall be fulfilled by two different persons, in order to ensure a balance of power and authority so that no one person has unfettered decision making powers. The roles of chairperson and chief executive officer are therefore separated, with the chairperson being an independent non-executive director. Frans Van Hoogstraten is the Chairman of Advanced Health while Carl Grillenberger is the Chief Executive Officer.

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Board balance The board shall include both executive and non-executive directors in order to maintain a balance of power and ensure independent unbiased decisions and that no one individual have unfettered powers of decision-making. The board of directors of Advanced Health consists of 6 members, 3 of whom are non-executive.

Supply of information The board will meet on a regular basis where possible, but at a minimum of every three months. The directors will be properly briefed in respect of special business prior to board meetings and information will be provided timeously to enable them to give full consideration to all the issues being dealt with.

Furthermore, management shall supply the board with the relevant information needed to fulfil its duties. Directors shall make further enquiries where necessary, and thus shall have unrestricted access to all Company information, records, documents and property. Not only will the board look at the quantitative performance of the Company, but also at issues such as customer satisfaction, market share, environmental performance and other relevant issues. The Chairman must ensure that all directors are adequately briefed prior to board meetings.

Delegation of duties Directors have the authority to delegate certain of their duties, either externally or internally, in order that they perform their duties fully. The Chief Executive Officer shall review these delegations and report on this to the board.

Appointments to the Board

Any member of the board can nominate a new appointment to the board, which will be considered at a board meeting. The nominated director‘s expertise and experience will be considered by the board as well as any needs of the board in considering such appointment. In accordance with the AltX Listings Requirements a nomination committee is not required and the size of the Company does not warrant the establishment of a nomination committee. A general meeting of the directors shall have the power from time to time to appoint anyone as a director, either to fill a vacancy, or as an additional director. The Company‘s MOI does not provide a maximum number of directors. Any interim appointments will be subject to approval at the Company‘s next general or annual general meeting.

The Company does not have a nomination committee due to the size of the Company. 1.2. Directors’ remuneration Remuneration policy

Advanced Health currently does not have a remuneration committee as this is not an AltX

requirement. The remuneration policy in place is to remunerate executive directors primarily on an incentive basis through profit share and/or options, details of which are set out in this Prospectus. Where monthly remuneration is paid, this is market related. Advanced strives to be the industry leader in the provision of day surgery services, inspiring confidence by focusing on the delivery of high quality, cost effective healthcare and enriching the lives of our patients, staff and associated medical practitioners. This requires a remuneration strategy that is attractive, within reason, to attract individuals with the required skills to make this Company as success. This policy will define general guidelines for the company‘s incentive pay to the Board of Directors and Executive Management, which must be approved by the general meeting of the company before a specific agreement on incentive pay with any member of the company‘s Board of Directors or Executive Management is entered into.

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Executive and Non-executive directors‘ remuneration currently comprise of the following elements: Basic salary Additional fees Benefits – Incentive Bonus Scheme Bonuses Share options Other benefits Basic Salary is subject to annual reviews and dependant on Company performance. Additional fees will be payable for attendance of meetings and additional time spend on the behalf of the Company. Benefits will comprise of participation in the companies incentive bonus scheme. More detail will be provided on this at a later stage. Bonuses will be a discretionary payment and paid yearly in December. Share Options will be available for a period of 3 years from the end of each financial year. There will be a limited on the number of share options and will lapse after a period of 3 years from date on which the option was granted. Other benefits will be granted at the discretion of the board. These will include fringe benefits payable to directors.

Service contracts and compensation

Advanced Health has entered into normal service contracts with all of its executive directors. All non-executive directors are subject to retirement by rotation and re-election by Advanced Health‘s shareholders at least once every three years in accordance with the Memorandum of Incorporation.

1.3. Accountability and audit

Incorporation The Company is duly incorporated in South Africa and operates in conformity with its MOI and all laws of South Africa. Financial reporting The board is responsible for the Group‘s systems of internal financial and operational control, as well as for maintaining an appropriate relationship with the Company‘s auditors. The board is responsible for presenting a balanced and understandable assessment of the Company‘s financial position with respect to all financial and price sensitive reports on the Company.

Internal control The directors shall conduct an annual review of the Company‘s internal controls, and report their findings to shareholders. This review will cover financial, operational and compliance controls, as well as a review of the risk management policies and procedures of the Company. Audit and risk committee A combined audit and risk committee has been established, whose primary objective is to provide the Board with additional assurance regarding the efficacy and reliability of the financial information used by the directors, to assist them in discharging their duties. The committee is required to provide comfort to the board that adequate and appropriate financial and operating controls are in place, that significant business, financial and other risks have been identified and are being suitably managed, that the financial director has the appropriate expertise and experience and that satisfactory standards of governance, reporting and compliance are in operation. The committee will set the principles for recommending the use of the external auditors for non-audit services.

The following independent non-executive directors have been appointed to the combined Advanced Health audit and risk committee, Philip Jaffe (Chairman), Frans Van Hoogstraten, and Dr Wilfred Tommy Mthembu.

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External auditors The auditors of the Group are Mazars (Gauteng) Incorporated and it has performed an independent

and objective audit of the Group‘s financial statements. The statements are prepared in terms of the International Financial Reporting Standards (―IFRS‖). Interim reports are not audited.

1.4. Code of ethics

Advanced Health subscribes to the highest ethical standards and behaviour in the conduct of its business and related activities. Social and Ethics Committee In compliance with the Act, the following persons have been appointed to the social and ethics committee, namely Frans Van Hoogstraten, Carl Grillenberger, Dr Wilfred T Mthembu and Marti Gelderblom (Chair). Marti Gelderblom is a prescribed officer of Advanced Health.

1.5. Relations with shareholders

It is the plan of Advanced Health to meet with its shareholders and investment analysts, and to provide presentations on the Company and its performance.

The board shall ensure that shareholders are supplied with all the necessary information in order that they may make considered use of their votes, and assess the corporate governance of the Company.

1.6. Dealing in securities

The board has established procedures regarding the legislation which regulates insider trading, whereby there is a closed period from the date of the financial year end to the earliest publication of the preliminary report, the abridged report or the provisional report in the case of results for a full period and from the date of the interim period end to the date of the publication of the first and second interim results as the case may be, which periods are known as closed periods. In accordance with the JSE Listings Requirements, no director or the company secretary shall deal in the securities of the Company during a closed or prohibited period as well as whilst the Company is trading under a cautionary.

The Company secretary or such person as may be nominated by him from time to time shall keep a record of all dealings by directors in the securities of the Company.

1.7. Company secretary [3.84(i)] [3.84(j)]

The Company has recently appointed M Janse Van Rensburg Professional Accountant (SA) to act as the Company Secretary. The board of directors has considered and satisfied itself on the competence, qualifications and experience of the Company secretary. In considering this assessment, the board of directors considered the experience and qualifications of the Company secretary as well as the employees of the Company secretary. The directors will assess the on-going competency of the Company Secretary on an annual basis and in compliance with section 3.84(i) of the JSE Listing Requirements.

1.8. Financial Director The financial director is appointed as a full time executive director. The audit committee has confirmed his experience and expertise at an audit committee meeting and has issued a confirmation thereof to the JSE.

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1.9. King III Checklist

Principles contained in King III not complied with and the reasons for non-compliance The board endorses the principles contained in the King III report on corporate governance and confirms its commitment to those principles where, in the view of the board, they apply to the business. Compliance is monitored regularly and the board has undertaken an internal review process in determining compliance. Where areas of non-compliance or partial compliance have been identified these have been listed below, together with the reasons therefore, as is required by King III.

King III Ref

King III Principle Comply/ Partially Comply/Do Not comply

Commentary

CHAPTER 1 - ETHICAL LEADERSHIP AND CORPORATE CITIZENSHIP Principle 1.1

The Board of Directors of the Company (the Board) provides effective leadership based on an ethical foundation.

Comply In accordance with the Board Charter the board is the guardian of the values and ethics of the group.

Principle 1.2

The Board ensures that the Company is and is seen to be a responsible corporate citizen.

Comply The social, ethics and transformation committee which will report to the board and shareholder will reflect Advanced Health‘s commitment to responsible corporate citizenship.

Principle 1.3

The Board ensures that the Company‘s ethics are managed effectively.

Comply The Board is responsible for ensuring that the Company protects, enhances and contributes to the wellbeing of the economy, society and natural environment.

CHAPTER 2 - BOARDS AND DIRECTORS Principle 2.1

The Board acts as the focal point for and custodian of corporate governance.

Comply The Board will ensure that the Company applies the governance principles contained in King III and continues to further entrench and strengthen recommended practices through the Group‘s governance structures, systems, processes and procedures.

Principle 2.2

The Board appreciates that strategy, risk, performance and sustainability are inseparable.

Comply The Board, as a whole and through its Committees, will approve and monitor the implementation of the strategy and business plan of the Company, will set objectives, review key risks and will evaluate performance against the background of economic, environmental and social issues relevant to the Company and global economic conditions.

Principle 2.3

The Board provides effective leadership based on an ethical foundation.

Comply See 1.1 above

Principle 2.4

The Board ensures that the Company is and is seen to be as a responsible corporate citizen.


Principle 2.5

The Board ensures that the Company‘s ethics are managed effectively


Principle 2.6

The Board has ensured that the Company has an effective and independent audit committee.

Comply See Chapter 3 below

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Principle 2.7

The Board is responsible for the governance of risk.


Principle 2.8

The Board is responsible for information technology (IT) governance.

Partially comply

See Chapter 5 below

Principle 2.9

The Board ensures that the Company complies with applicable laws and considers adherence to non-binding rules, codes and standards.


Principle 2.10

The Board should ensure that there is an effective risk-based internal audit.

Do not comply

See Chapter 7 below

Principle 2.11

The Board should appreciate that stakeholder‘ perceptions affect a Company‘s reputation.


Principle 2.12

The Board should ensure the integrity of the Company‘s integrated report.


Principle 2.13

The Board reports on the effectiveness of the Company‘s internal controls.

Comply See Chapter 7 and 9 below

Principle 2.14

The Board and its directors should act in the best interests of the Company.

Comply Directors are mindful of their fiduciary duties and their duty to act in accordance with applicable legislation. Records of Directors‘ financial interests are kept and updated on an on-going basis. The Board as a whole acts as a steward of the Company and each Director acts with independence of mind in the best interests of the Company and its stakeholders. In its deliberations, decisions and actions, the Board is sensitive to the legitimate interests and expectations of the Company‘s stakeholders.

Principle 2.15

The Board will/has consider/ed business rescue proceedings or other turnaround mechanisms as soon as the company has been/may be financially distressed as defined in the Companies Act, 71 of 2008.

Comply The Board is aware of the requirements of the Companies Act regarding business rescue. The Company will establish a risk management process that will continuously evaluate controllable and non-controllable risks, threats and opportunities to ensure that the Company is operating optimally and is not in distress. In connection with the issuance of the Interim and Provisional Results management has been requested to table a solvency and liquidity memorandum whose content will be regularly considered and confirmed by the Board.

Principle 2.16

The Board has elected a chairman of the board who is an independent non-executive director. The CEO of the company does not also fulfil the role of chairman of the Board.

Comply The Chairman of Advanced Health is an independent non-executive director. The roles of the Chairman and Chief Executive Officer are separate and clearly defined.

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Principle 2.17

The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority.

Partially comply

While retaining overall accountability and subject to matters reserved to itself, the Board has delegated authority to the Chief Executive Officer and other Executive Directors to run the day-to-day affairs of the Company. An approval framework is yet to be agreed. Mr C Grillenberger is appointed as CEO. A delegation of authority document is to be prepared and will be reviewed and approved by the audit committee in due course.

Principle 2.18

The Board comprises a balance of power, with a majority of non-executive directors. The majority of non-executive directors are independent.

Comply The board has an equal balance of independent non-executive directors. There are three independent non-executive directors and three executive directors, with one executive director being based in Australia.

Principle 2.19

Directors are appointed through a formal process.

Comply To ensure a transparent process, any new appointment of a Director is considered by the Board as a whole. The selection process involves considering the existing balance of skills and experience on the Board and a continual process of assessing the needs of the Company. Directors are appointed in terms of the Company‘s Memorandum of Incorporation and these interim appointments are confirmed at the next Annual General Meeting.

Principle 2.20

The induction of and on-going training, as well as the development of directors is conducted through a formal process.

Comply New appointees to the board are appropriately familiarised with the company through an induction programme and on-going training will be provided when needed.

Principle 2.21

The Board is assisted by a competent, suitably qualified and experienced company secretary.

Comply The Company Secretary is duly appointed by the Board in accordance with the Companies Act and the JSE Listings Requirements and is evaluated annually. The Board is satisfied that the Company Secretary is independent and is properly qualified and experienced to competently carry out the duties and responsibilities of Company Secretary.

Principle 2.22

The evaluation of the Board, its committees and individual directors is performed every year.

Do not comply

Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied. The performance of the Board as a whole and the Board Committees individually is currently not evaluated annually. This will be considered in due course.

Principle 2.23

The Board delegates certain functions to well-structured committees without abdicating its own responsibilities.

Comply The board has delegated certain functions without abdicating its own responsibilities to the following committees: Audit and Risk committee; and Social, ethics and transformation

committee. Principle 2.24

A governance framework has been agreed between the Group and its subsidiaries‘ boards.

Comply The governance framework between the Company and each of its subsidiaries that is not wholly-owned is set out in shareholders‘ agreements, where applicable, and related agreements. The governance of wholly-owned subsidiaries is handled by Board and Board Committee resolutions.

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Principle 2.25

The Company remunerates its directors and executives fairly and responsibly.

Partially comply

The Board will oversee the remuneration of Directors and Senior Executives and will make the determination taking into account market conditions, expert advice from remuneration specialists and in accordance with the Remuneration policy. Non-executive Directors‘ fees will be submitted annually to shareholders for approval at the Annual General Meeting.

Principle 2.26

The Company has disclosed the remuneration of each individual director and prescribed officer

Comply The remuneration of Directors and Prescribed Officers will be included in the Directors‘ report of the Integrated Annual Report.

Principle 2.27

The shareholders have approved the Company‘s remuneration policy.

Comply The Company‘s Remuneration Policy, approved by the Board, will be tabled for a non-binding advisory vote at each Annual General Meeting of shareholders.

CHAPTER 3 - AUDIT COMMITTEES Principle 3.1

The Board has ensured that the Company has an effective and independent audit committee.

Comply The Board has recently appointed an Audit and Risk Committee ahead of its listing and it is in the process of establishing Charters and Audit and Risk Committee Terms of Reference. The board considers that it has an effective and independent audit and risk committee. The effectiveness of the Committee will be evaluated annually by the Directors. The group has an audit committee comprising three independent non-executive directors.

Principle 3.2

Audit committee members are suitably skilled and experienced independent non-executive directors.

Comply All members of the Audit and Risk Committee are independent non-executive directors. The Board will consider the independence (in terms of King III), skills and experience of the Committee members annually.

Principle 3.3

The audit committee is chaired by an independent non-executive director.

Comply The Board has appointed a suitably qualified Independent Non-executive Director to chair the Audit and Risk Committee.

Principle 3.4

The audit committee oversees integrated reporting.

Comply The Audit and Risk Committee will have oversight over the preparation of the Integrated Annual Report including the annual financial statements and sustainability information, and will recommend the approval of the Integrated Annual Report to the Board.

Principle 3.5

The audit committee has ensured that a combined assurance model has been applied which provides a coordinated approach to all assurance activities.

Partially comply

Where necessary or relevant, the Company is committed to appointing service providers to provide independent assurance on both the financial and non-financial aspects of the business based upon their specific expertise and experience. The audit committee will oversee the assurance activities to ensure that they are constructed in a co-ordinated manner.

Principle 3.6

The audit committee is satisfied with the expertise, resources and experience of the company‘s finance function.

Comply The Audit and Risk Committee has evaluated the expertise and experience of the Financial Director and the company‘s finance function and will review this annually. The Committee will disclose its satisfaction with the expertise and experience of the Financial Director and the finance function annually in the Integrated Annual Report.

143

Principle 3.7

The audit committee should be responsible for overseeing the internal audit process.

Comply The Audit and Risk Committee will be responsible for overseeing the internal audit function. The requirement for internal audit is considered on an on-going basis throughout the year and will be a standard agenda item, although at present, due to the size and nature of the business a formal internal audit function has not been established.

Principle 3.8

The audit committee is an integral component of the risk management process.

Comply The Audit and Risk Committee will be responsible for overseeing risk management.

Principle 3.9

The audit committee is responsible for recommending the appointment of the external auditor and overseeing the external audit process.

Comply Annually, the Audit and Risk Committee will oversee the external audit process, approve audit fees and non-audit fees above prescribed levels, will review the independence of the external auditor including the professional suitability of the lead auditor and recommend their re-appointment to the Board and shareholders for the forthcoming financial year.

Principle 3.10

The audit committee has reported to the board and the shareholders as to how it has discharged its duties.

Comply The Audit and Risk Committee will report to the Board at each Board meeting. A report to shareholders on how the Committee discharged its duties will be included in the Report of the Audit and Risk Committee in the Integrated Annual Report, noting that this was not previously a requirement as Advanced Health was a dormant company.

CHAPTER 4 - THE GOVERNANCE OF RISK Principle 4.1

The Board is responsible for the governance of risk.

Comply The Board is responsible for the governance of risk and the Audit and Risk Committee will assist the Board with this responsibility.

Principle 4.2

The Board has determined the levels of risk tolerance.

Do not comply

Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied. The newly formed Board, through the Audit and Risk Committee has met and has agreed that it will monitor the controls and residual risk profile of the principal risks of the Group against set criteria/tolerance levels and will periodically review the levels of risk tolerance. A risk register will be established in the forthcoming year.

Principle 4.3

The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities.

Do not comply

The Board is responsible for the governance of risk and the Audit and Risk Committee will assist the Board with this responsibility. Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied.

Principle 4.4

The Board has delegated to management the responsibility to design, implement and monitor the risk management plan.

Partially comply

The board has delegated the day-to-day responsibility for risk management to management. A risk management plan has not been established

Principle 4.5

The Board has ensured that risk assessments are performed on a continual basis.

Do not comply

Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied. The recently formed Audit and Risk committee has held its first meeting and has agreed that it will actively monitor the group‘s key risks as part of its standard agenda.

144

Principle 4.6

The Board has ensured that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks.

Do not comply

Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied. The newly appointed board has met and agreed that all risks are to be identified and steps to mitigate these will be outlined, including reasonably unpredictable risks. New procedures are being implemented and the audit committee will also assist with this process.

Principle 4.7

The Board has ensured that management has considered and has implemented appropriate risk responses.

Do not comply

The implementation of controls is monitored by management on an on-going basis. This has not been done in the past as stated in Principle 4.6 above.

Principle 4.8

The Board has ensured continual risk monitoring by management.

Do not comply

Responsibility for identified risks will be assigned to an appropriate member of the group‘s senior management team, who is required to report to the board on the steps being taken to manage or mitigate such risks. This has not been done in the past as stated in Principle 4.6 above.

Principle 4.9

The Board has received assurance regarding the effectiveness of the risk management process.

Do not comply

The Audit and Risk Committee has met and agreed that it will report to the Board regarding the efficacy of the risk management process. Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied.

Principle 4.10

The Board has ensured that there are processes in place which enable complete, timely, relevant, accurate and accessible risk disclosure to stakeholders.

Do not comply

Risk disclosure will be made annually in the Integrated Annual Report. The Board intends to disclose the top risks faced by the Company and will confirm its satisfaction with the management of the risk management processes. This has not been done in the past as no annual report has been required to be issued since incorporation in 2013. The first annual report is due to be issued for the year ending 30 June 2014

CHAPTER 5 - THE GOVERNANCE OF INFORMATION TECHNOLOGY Principle 5.1

The Board is responsible for IT governance.

Do not comply

Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied. An IT Governance Framework, including processes, procedures and structures, has not yet been adopted by the newly formed Board. This will be considered in due course.

Principle 5.2

IT has been aligned with the performance and sustainability objectives of the company.

Do not comply

Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied. The IT strategy and procedures will be aligned with the performance and sustainability of the Company in due course, bearing in mind its size and nature of its business.

Principle 5.3

The Board has delegated to management the responsibility for the implementation of an IT governance framework.

Do not comply

Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied. It has been agreed that the chief financial officer will take responsibility for the implementation of an IT governance framework in due course. This is not identified as a key risk at present due to the size and nature of the business.

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Principle 5.4

The Board monitors and evaluates significant IT investments and expenditure.

Do not comply

Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied. An IT Governance Framework has not yet been adopted by the new Board. It is anticipated that a capital approval process will be put in place as part of the budgeting process. Any unbudgeted spend would require a specific approval process.

Principle 5.5

IT is an integral part of the company‘s risk management plan.

Do not comply

See 5.4 above

Principle 5.6

The Board ensured that information assets are managed effectively.

Partially comply

The Board is responsible for the management of information assets and expenditure, although due to the nature and size of the business, this is regarded as a low risk area. Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied.

Principle 5.7

A risk committee and audit committee assists the Board in carrying out its IT responsibilities.

Do not comply

Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied. It has been agreed that the newly established Audit and Risk Committee will assist the Board with this function going forward.

CHAPTER 6 - COMPLIANCE WITH LAWS, CODES, RULES AND STANDARDS Principle 6.1

The Board ensures that the company complies with applicable laws and considers adherence to non-binding rules, codes and standards.

Comply The Audit and Risk committee, together with the Social and Ethics Committee and Company Secretary, will review the adequacy and effectiveness of the group‘s procedures on an on-going basis to ensure compliance with legal and regulatory responsibilities.

Principle 6.2

The Board and each individual director have a working understanding of the effect of applicable laws, rules, codes and standards on the company and its business.

Comply The directors and the board understand the appropriate applicable laws, rules, codes of standards required by the company and its business.

Principle 6.3

Compliance risk should form an integral part of the company‘s risk management process.

Partially comply

Compliance risk will be considered by the Audit and Risk Committee and the Social and Ethics Committee going forward.

Principle 6.4

The Board should delegate to management the implementation of an effective compliance framework and related processes.

Do not comply

Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied. This function will be delegated to management in due course.

CHAPTER 7 - INTERNAL AUDIT Principle 7.1

The Board should ensure that there is an effective risk based internal audit.

Do not comply

Due to the company being dormant prior to the acquisitions in January 2014 this principle was not applied. The Company currently does not have an internal audit function as it is not deemed necessary by the Audit and Risk Committee due to the size of the Company. The need for this function will be reviewed by the Audit and Risk Committee at every meeting and the Audit and Risk Committee has agreed that this will be a standing agenda item.

Principle 7.2

Internal Audit should follow a risk based approach to its plan.

Do not comply

See 7.1 above.

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Principle 7.3

Internal Audit should provide a written assessment of the effectiveness of the company‘s system of internal controls and risk management.

Do not comply

See 7.1 above.

Principle 7.4

The audit committee should be responsible for overseeing the internal audit process.

Do not comply

See 7.1 above.

Principle 7.5

Internal audit should be strategically positioned to achieve its objectives.

Do not comply

See 7.1 above.

CHAPTER 8 - GOVERNING STAKEHOLDER RELATIONSHIPS Principle 8.1

The Board should appreciate that stakeholder‘ perceptions affect a company‘s reputation.

Comply The Company engages its stakeholders on multiple levels and this allows the Company to manage issues effectively and timeously and reduces the likelihood of reputational risks.

Principle 8.2

The Board should delegate to management the authority to proactively deal with stakeholder relationships.

Comply Management is responsible for maintaining stakeholder relationships.

Principle 8.3

The Board should strive to achieve the appropriate balance between its various stakeholder groupings, in the best interests of the Company.

Comply The appropriate balance is assessed on a continuous basis.

Principle 8.4

Companies should ensure the equitable treatment of shareholders.

Comply The Company will act in accordance with the requirements of the Companies Act and the JSE Listings Requirements regarding the treatment of shareholders.

Principle 8.5

Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence.

Comply The Board is committed to a communication policy to ensure that timely, relevant, accurate and honest information is provided to all stakeholders.

Principle 8.6

The Board should ensure that disputes are resolved effectively and as expeditiously as possible.

Comply The board ensures that disputes are resolved effectively as is possible.

CHAPTER 9 – INTEGRATED REPORTING AND DISCLOSURE Principle 9.1

The Board should ensure the integrity of the Company‘s integrated report.

Partially comply

The board will be responsible for the integrity of the integrated report. The Company will be issuing its first Annual Report for the period from incorporation to 30 June 2014.

Principle 9.2

Sustainability reporting and disclosure should be integrated with the Company‘s financial reporting.

Do not comply

This is not applicable as the first period of reporting is as at 30 June 2014. The company‘s vision and mission statements, strategic objectives and value system will be integrated into all policies, procedures, decision-making and operations, with sustainability as the ultimate objective.

Principle 9.3

Sustainability reporting and disclosure should be independently assured.

Do not comply

This is not applicable yet as the first period of reporting is as at 30 June 2014. At present the company does not intend obtaining independent assurance due to the size of the company. This will be considered in future.

The above table covers all 75 principles as set out in King III as required by the JSE Listings Requirements.

147

Annexure 17

DETAILS OF THE UNDERWRITER

The Offer is partially underwritten by Eenhede Konsultante. Details pertaining to the Underwriter as required by the Listings Requirements are set out below: Nature of business:

Investment Company

Directors:

Carl Grillenberger; Cor van Zyl; Frans van Hoogstraten;

Company secretary:

Truus Jorna

Date and place of incorporation:

1969, South Africa

Registration Number:

1969/006230/07

Registered office:

302 Westerbloem 39 Van Heerden Street Wilgehof Bloemfontein, 9301

Auditors: KPMG Bloemfontein

Bankers:

ABSA Bank Limited

Authorised share capital:

4 000 shares of R1.00 each

Issued share capital:

100 shares of R1.00 each

148

Annexure 18

ANALYSIS OF RISKS FACING SHAREHOLDERS In accordance with the requirements of CIPC, an analysis of identified risks facing shareholders, together with mitigating factors, is set out below: Risk identified Mitigation of risk

Shareholder spread not achieved

The prospectus provides for the refund of monies to investors and the Company will not list on the Alternative Exchange. The JSE requires that the share subscriptions and monies received are audited by the Company‘s auditor and signed off 48 hours before listing.

Investors will not receive shares

The share subscriptions come via the STRATE system which provides for delivery against payment. Subscriptions go through this system via the transfer secretaries and the shares are issue in electronic format to the subscribers.

No dividends for 3 years Company will be reinvesting profits into growth of day clinics by way of acquisition and also establishing new clinic, which investments are expected to increase the future prospects of the group in the medium to long term. However, shareholders will be able to dispose of their shares in the open market and need not rely on dividend income. Investors have been clearly informed on the intentions surrounding the dividend policy.

Availability of documents available for inspection

Whilst these documents will be available for inspection for the period required in terms of the Act, some of the documents will remain available in the public domain on the Company‘s website, such as the prospectus, which contains extracts of all relevant information for investors to review. Going forward, the company will comply with the various disclosure requirements of the JSE.

Forecast profits will not be achieved

The nature of the business is relatively simple and predictable, with the majority of the income being derived from existing and established day clinics, the majority of which is from Australia at present. The company is exposed to foreign exchange movements as well. These risks have been disclosed in the profit forecast assumptions as well as the extent of the risk.

Management will not run the business properly

The core management team has been together for a number of years and know the business well. The CEO remains indirectly as the main shareholder and key management hold minority interests as disclosed in the prospectus.

Industry risk The healthcare industry has risks through competition in the hospital market, particularly in South Africa, which is dominated by three major hospital groups. This risk is being mitigated through medical aids focusing on costs of medical care and introducing incentives to practitioners operating in day clinics. Advanced Health‘s target market is also expected to benefit in the long run from the Government‘s National Health Insurance initiatives and focus on healthcare.

Financial information may be inaccurate

The financial information and interim financial information has been audited and reviewed respectively by a JSE accredited auditor and IFRS experts were consulted.

149




ISIN Code: ZAE000189049 JSE Code: AVL APPLICATION FORM IN RESPECT OF THE OFFER BY ADVANCED HEALTH OF 80 000 000 ORDINARY SHARES OF 100 CENTS EACH AS REGISTERED BY CIPC ON 28 MARCH 2014 This application form, when completed, should be forwarded by hand or posted to the following address: Advanced Health Subscription c/o Trifecta Capital Services Proprietary Limited Business Partners Tower Hive 5th Floor, 3 Caxton Road Industria, 2093 (PO Box 61272, Marshalltown, 2107) To be received by 12:00 on Friday, 11 April 2014. Application forms can also be sent in the form of an e-mail attachment to one of the following e-mail addresses: [email protected];

[email protected]; or [email protected]

Note: All blocks must be completed. Applications are subject to the terms set out below and those set out in the Prospectus to which this application form is attached. BLOCK A: APPLICANT‘S DETAILS Surname/name of applicant:

First names of applicant:

Identity number of applicant:

Postal address (preferably a PO Box):

Postal code:

Contact name:

Telephone number and dialling code:

Cell phone number:

Facsimile number and dialling code:

E-mail address: Former resident or non-resident of South Africa:

Name of bank account holder

Name of bank

Branch name

Branch code

Account number

Dividend withholding tax status

150

BLOCK B: APPLICATION FOR ADVANCED HEALTH ORDINARY SHARES

Column 1 Number of Advanced Health ordinary Shares applied for (must be a whole number multiple

of 100 with a minimum of 5 000 Shares)

Column 2

Price per total number of ordinary Shares applied for

Amount applied for Where applications are not made through existing stockbrokers or CSDP‘s, then deposits should be made into the bank account of Advanced Health Limited, Client number 157705 with Grindrod Bank Limited: Branch code: 58 40 00 Account Number 110 000 65781 Reference number Name of applicant All Advanced Health Shares allotted to applicants will be registered in the name and at the address listed below. Should these registration details not be completed then the Advanced Health ordinary Shares will be registered in the name of the applicant listed in BLOCK A above. Postal address (preferably a PO Box): Postal code: BLOCK C: APPLICATION FOR ADVANCED HEALTH ORDINARY SHARES AT A PRICE OF 100 CENTS EACH (CREDITED AS FULLY PAID) (―ADVANCED HEALTH ORDINARY SHARES‖)

To: The directors of Advanced Health

I, the undersigned, warrant that I have full legal capacity to contract on behalf of the applicant stated in Block A above (―the applicant‖), and on behalf of the applicant hereby irrevocably to subscribe for the number of Advanced Health ordinary Shares stated in column 1 of Block B above at the price stated in column 2 of Block B above, or any lesser number of Advanced Health ordinary Shares that may be allocated to the applicant in the manner set out in paragraph 2.3.2 of the Company‘s Prospectus dated 31 March 2014 to which this application form is attached. Where a lesser number of Advanced Health ordinary Shares are allocated to the applicant, I hereby agree that the relevant amount payable by the applicant in terms of column 3 of Block B above will be reduced pro-rata to the lesser number of Advanced Health ordinary Shares allocated. I acknowledge that, on acceptance by Advanced Health of the above offer, a binding subscription for Advanced Health ordinary Shares allocated to the applicant will result on the terms and conditions set out below read with the terms of the application set out below:

Full name:

Capacity:

Signature:

Date: BLOCK D: DETAILS OF CSDP OR BROKER (To be completed and stamped by the CSDP or broker). Name of CSDP or broker:

CSDP or broker contact person CSDP or broker contact telephone number

SCA or Bank CSD account number

Script account number

Settlement bank account number

Name of account holder:

Account number: Stamp and signature of CSDP or broker

In the event that Block D is not completed, applicants will be issued an electronic share allocation advice by Trifecta which will be posted to the address set out in Block A above. In accordance with the FMA, share certificates may not be issued and applications must be made for dematerialised shares.

151

Terms of the application 1. Applications under this application form are irrevocable and may not be withdrawn once submitted. 2. Applicants should consult their professional advisers in case of doubt as to the correct completion of this

application form. 3. All alterations on this application form must be authenticated by a full signature. All applications must be

made without any conditions stated by applicants. 4. The name of the applicant may be changed to a nominee holder acceptable to Advanced Health,

provided that the applicant remains responsible for the obligations of its nominee. 5. Advanced Health reserves the right to refuse any application in whole or in part, or to accept some

applications in full and others in part, or to reduce all or any application on the basis determined by it. 6. Payment in respect of Advanced Health ordinary Shares allocated to the applicant must be made by

electronic transfer or cheque made payable to ADVANCED HEALTH ISSUE and proof of transfer or the cheque must accompany this application form.

7. If the offer to subscribe for the Advanced Health ordinary Shares is accepted in whole or in part then the resultant subscription is subject to the conditions referred to in section 2 of this Prospectus.

8. The subscription and allotment of the Advanced Health ordinary Shares will be subject to the terms and conditions stated in the Prospectus.

9. If the instructions set out in this application form and the Prospectus are not fully complied with, the Company reserves the right to accept such applications in whole or in part at its discretion.

10. No receipts will be issued for documents lodged unless specifically requested. In compliance with the requirements of the JSE, lodging agents are requested to prepare special transaction receipts, if required. Signatories may be called upon for evidence of their authority or capacity to sign this application form.

11. If this application form is signed under a power of attorney, then such power of attorney or a notarially certified copy thereof must be sent with this application form for noting (unless it has already been noted by Trifecta Capital Services Proprietary Limited. This does not apply in the event of this application form bearing a JSE broker‘s stamp.

12. This application will constitute a legal contract between Advanced Health and the applicant. 13. CSDP‘s and brokers will be required to retain a copy of this application form for presentation to the

directors if required. 14. Applicants need to have appointed a CSDP or broker and must advise their CSDP or broker in terms of

the custody agreement entered into between them and their CSDP or broker. 15. Payment will be made on a delivery versus payment basis. 16. If payment is dishonoured or not made for any reason, Advanced Health, in its sole discretion, may

regard the relevant application as invalid or take any such steps in regard thereto as it may deem fit.