HEALIUS LIMITED — AGM Information 2017

Nov 12, 2017

ASX Announcement (ASX: PRY)

ASX Limited Market Announcements Office Exchange Centre Level 4, 20 Bridge Street Sydney NSW 2000

ACN 064 530 516 ACN 064 530 516 REGISTERED OFFICE: LEVEL 6 203 PACIFIC HIGHWAY ST LEONARDS NSW 2065 TEL: +61 2 9432 9400 FAX: +61 2 9432 9447

13 November 2017

2017 AGM: proxy adviser and shareholder feedback

Primary Health Care Limited (Primary) has received feedback from some shareholders and proxy advisers about remuneration‐related matters in advance of its forthcoming Annual General Meeting (AGM). In the interests of responding to the shareholder and proxy adviser feedback, Primary publishes the information below.

Long Term Incentive Plan (LTIP): vesting conditions for Return On Invested Capital (ROIC)

The Board‐approved targets for ROIC (which comprise 50% of the value of prospective LTIP awards) for FY 2016 ‐ FY 2018 are set out in the following table:

Award year	Measure‐ ment period	Time at which award will vest (if relevant targets achieved)	Threshold ROIC % (at which 25% of maximum Award vests)	Target ROIC % (at which 50% of maximum Award vests)	Stretch ROIC % (at which 100% of maximum Award vests)	Actual ROIC achieved %
FY 2016	FY16‐FY18 inclusive	After 1 July 2018	7.2	7.4*	7.6	6.7#
FY 2017	FY17‐FY19 inclusive	After 1 July 2019	8.2	8.4**	8.6	6.6#
FY 2018	FY18‐FY20 inclusive	After 1 July 2020	8.2	8.4	8.6	N/A^

• This number is “x” in the first ROIC table on page 50 of Primary’s 2017 Annual Report.

• ** This number is “y” in the second ROIC table on page 50 of Primary’s 2017 Annual Report.

• These figures are based on Primary’s actual performance in the completed financial years of the relevant measurement period.

• ^ The three‐year measurement period for FY 2018 Awards is FY 2018‐20 inclusive, so no actual ROIC figures are yet available.

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As described in the 2017 Remuneration Report, the above targets have been adjusted upwards (relative to the original Board‐approved targets) to account for the $587 million impairment of goodwill announced in July 2017, in order to ensure that this impairment does not artificially lower the ROIC targets originally set by the Board.

Issue of securities to the MD & CEO

Under resolution 5 in the Notice of Meeting for the 2017 AGM, Primary has sought shareholder approval to issue securities to the MD & CEO for up to three years. Primary has received feedback that shareholders prefer that approval for securities grants to the MD & CEO be sought on a yearly basis rather than at three‐yearly intervals.

Primary’s Directors hereby confirm that, if Item 5 is passed, Primary will only rely on Item 5 for issues of securities to the MD & CEO which relate to the FY 2018 year. Shareholder approval will be sought at the 2018 and 2019 AGMs respectively for any issue of securities to the MD & CEO which relate to the FY 2019 and FY 2020 years.

For information: Primary’s 2017 Remuneration Report appears on pages 37‐67 of Primary’s 2017 Annual Report. The STI and LTI Plans are also summarised in the Notice of Meeting for the 2017 AGM. Primary’s AGM is scheduled to be held at 11am on 23 November 2017 at the Intercontinental Hotel in Sydney.

ENDS

For further information contact:

Janet Payne Group Executive, Corporate Affairs Phone: +61 2 9432 9512 Mobile: +61 409 995 517

Katie Pearson Manager, Corporate Affairs Phone: +61 2 9432 9599 Mobile: +61 435 652 967

For over 30 years Primary Health Care has been one of Australia’s leading listed healthcare companies with a commitment to supporting quality, affordable and accessible healthcare for all Australians. Through an expansive network of multi‐disciplinary medical centres, pathology laboratories and diagnostic imaging centres, Primary provides world class facilities and support services to independent GPs, radiologists, specialists and other healthcare practitioners, enabling them to deliver quality care to patients in partnership with Primary’s pathologists, nurses and other employees. Primary’s ‘medical home’ model makes healthcare services easily accessible and cost efficient, while enabling the coordination and continuity of patient care.

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