Compulsory Acquisition Notice

18 March 2019 Dear Orion Shareholder COMPULSORY ACQUISITION NOTICE UNDER PART 7 OF THE TAKEOVERS CODE IN RESPECT OF SHARES IN ORION HEALTH GROUP LIMITED Background 1. On 20 February 2019, Grafton Health Holdings Limited ("Grafton") made a full takeover offer ("Offer") for all of the shares in Orion Health Group Limited ("Orion"). 2. On 21 February 2019, as a result of acceptances of the Offer, Grafton became the holder or controller of 90% or more of the voting rights in Orion. Grafton gave notice on that day that it had become the "dominant owner" of Orion for the purposes of the compulsory acquisition provisions of the Takeovers Code. The Offer closed on 15 March 2019. Grafton to acquire all outstanding shares in Orion 3. Grafton has the right under Part 7 of the Takeovers Code to compulsorily acquire all of the shares in Orion that it does not own, and it is now exercising that right. The purpose of this notice is to advise you that Grafton requires you (as an outstanding holder of Orion shares) to transfer all of your Orion shares to Grafton. 4. Grafton will pay you consideration of $1.224 per Orion share in cash for your shares, being the same as the Offer price. 5. As acceptances of the Offer were received in respect of more than 50% of the shares that were subject to the Offer (excluding those shares controlled by Grafton or held or controlled by its associates), you may not object under the Takeovers Code to the consideration of $1.224 per Orion share. Return of transfer form 6. A transfer form in respect of the Orion shares held by you is enclosed. You are requested to: (a) complete and sign the transfer form in accordance with the instructions on it; and (b) return the transfer form to Grafton by one of the following methods: (i) Email to applications@linkmarketservices.co.nz (if you do this, please type "Grafton Compulsory Transfer Form" in the subject line for ease of identification). (ii) Post in the enclosed replied paid envelope to: Grafton Health Holdings Limited c/- Link Market Services Limited PO Box 91976 Auckland 1142 New Zealand (iii) Delivery to: Grafton Health Holdings Limited c/- Link Market Services Limited Level 11, Deloitte Centre 80 Queen Street Auckland 1010 New Zealand (iv) Fax to Grafton c/- Link Market Services Limited on +64 (0)9 375 5990. Payment of consideration 7. If you return the completed and signed transfer form to Grafton by 11:59pm on 8 April 2019, Grafton will, in accordance with your preference indicated on the transfer form, send you a cheque or, alternatively, arrange for you to be sent payment by way of electronic transfer, for $1.224 per Orion share within 5 workings days after receiving your transfer form. 8. If you do not return the transfer form to Grafton on or before 11:59pm on 8 April 2019, Grafton will, within 5 working days after that date: (a) pay to Orion the consideration for your outstanding shares; and (b) send to Orion a transfer form for your outstanding shares executed on your behalf by Grafton or its agent. Orion will hold that consideration on trust, in an interest-bearing account with a registered bank, for you until it is claimed by you. Interpretation 9. In this notice, all sums of money referred to are in New Zealand currency and all time references are to New Zealand times. Please read this acquisition notice carefully. If you have any questions, you should consult your financial or legal adviser or call Link Market Services Limited on +64 (09) 375 5998. Yours faithfully Grafton Health Holdings Limited Michael Falconer Director End CA:00332080 For:OHE Type:TRANSACT Time:2019-03-18 09:02:46