SPH Notice – Orion Health Group Limited

Disclosure of beginning to have substantial holding Section 276, Financial Markets Conduct Act 2013 To NZX Limited and To Orion Health Group Limited Date this disclosure made: 3 July 2018 Date on which substantial holding began: 3 July 2018 Substantial product holder(s) giving disclosure Full name(s): Orion Health Group Limited Summary of substantial holding Class of quoted voting products: Ordinary shares (NZX: OHE) (Shares) Summary for Orion Health Group Limited For this disclosure,-- (a) total number held in class: 19,505,345 (b) total in class: 196,049,814 (c) total percentage held in class: 9.9% Details of relevant interests Details for Orion Health Group Limited Nature of relevant interest(s): Power to control the disposal of Shares For that relevant interest,-- (a) number held in class: 19,505,345 (b) percentage held in class: 9.9% (c) current registered holder(s): McCrae Limited (d) registered holder(s) once transfers are registered: NA For a derivative relevant interest, also,-- (a) type of derivative: NA (b) details of derivative: NA (c) parties to the derivative: NA (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: NA Details of transactions and events giving rise to substantial holding Details of the transactions or other events requiring disclosure: On 3 July 2018, Orion Health Group Limited (Orion and, together with its wholly-owned subsidiaries, the Orion Group) announced the entry into a transaction with, amongst others, InterOperability BidCo, Inc. (InterOperability BidCo) pursuant to which the InterOperability business of the Orion Group would be sold to InterOperability BidCo (the Proposed Transaction). Orion announced that, following completion of the Proposed Transaction, it would implement a pro rata share buyback pursuant to which shareholders would be given the opportunity to participate in respect of 100%, 50%, 20% or 0% of their Shares. On 3 July 2018, McCrae Limited signed an Undertaking in which it committed to participate in the share buy back in respect of 20% of the Shares it holds at that time. A copy of the Undertaking accompanies this notice (4 pages). Additional information Address(es) of substantial product holder(s): 181 Grafton Road, Grafton, Auckland 1010, New Zealand Contact details: Enjel Phoon (enjelp@orionhealth.com) Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: McCrae Limited Certification I, Enjel Phoon, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. End CA:00320297 For:OHE Type:SHINTR Time:2018-07-03 09:18:44