OHE Receipt of Takeover Notice

MARKET ANNOUNCEMENT Takeover Notice Received Auckland, 7 February 2019 - Orion Health Group Limited (NZX:OHE/ASX:OHE) (Orion) received yesterday (outside market hours)notice from Grafton Health Holdings Limited of its intention to make a full offer under the Takeovers Code to acquire 100% of the shares in Orion at a cash price of NZ$1.224 per share. Grafton Health Holdings Limited is associated with, amongst others, Orion directors Ian McCrae and Michael Falconer. The Takeover Notice and accompanying communications are attached. The Board of Orion has formed a Board committee to oversee Orion's response. The committee members are independent directors Andrew Ferrier and Paul Shearer. The Board committee is considering the terms outlined in the Takeover Notice and is not in the position to further comment on the proposed offer at this early stage. The Board committee will appoint an independent adviser to report on the merits of the offer and recommends that Orion shareholders take no action in relation to the proposed offer until shareholders receive further guidance, including the independent adviser's report. If an offer is made, Orion will prepare a target company statement which will be released to the NZX, ASX and shareholders, together with the independent adviser's report, as soon as assessment of the offer has been completed. Shareholders who are considering selling their shares before then are recommended to seek their own professional advice. Media Contact Alex Mercer Email alexme@orionhealth.com Phone +6421 502 112 End CA:00330259 For:OHE Type:GENERAL Time:2019-02-07 08:50:36