HEALIUS LIMITED — Capital/Financing Update 2018

Aug 26, 2018

ASX Announcement (ASX: PRY)

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

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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

27 August 2018

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

RETAIL ENTITLEMENT OFFER INFORMATION BOOKLET

As previously announced, Primary Health Care Limited (ASX: PRY) will despatch the Retail Information Booklet to retail shareholders today. A copy of the Retail Information Booklet to be despatched is attached.

Retail Investor Enquiries

For further information in regard to the Retail Entitlement Offer, please contact the Primary Health Care Limited Entitlement Offer Information Line on 1300 850 505 (within Australia) or on +61 3 9415 4000 (outside Australia) at any time from 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer period.

ENDS

For further information contact:

Investors and analysts

Media

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

About Primary: 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.

Important information

Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action on the basis of the information.

Not for release or distribution in the United States

This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any security or financial product and neither this announcement nor anything attached to this announcement shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction in which such an offer would be illegal. Neither the entitlements nor the new shares have been, or will be, registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be exercised or taken up by, and the new shares may not be offered or sold, directly or indirectly, to persons in the United States unless they have been registered under the U.S. Securities Act (which Primary has no intention or obligation to do or procure) or are offered and sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.

Forward-looking Statements

You should note that this announcement may contain certain “forward-looking statements”, including but not limited to Primary’s future financial performance and outlook, and that such forward-looking statements are provided for illustrative purposes only and are not indicative of Primary’s actual performance for the relevant period; are based on assumptions and contingencies that are subject to change and involve known and unknown risks and uncertainties and other factors that are beyond the control of Primary and may not be reliably predictable; and should not be relied upon as an indication or guarantee of future performance, and that actual results, performance and achievements may differ materially from those expressed or implied in such forward-looking statements and any assumptions on which these statements are based.

Important Information

1

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Primary Health Care Limited

ACN 064 530 516

RETAIL ENTITLEMENT OFFER

Details of a 1 for 5.21 accelerated non-renounceable pro rata entitlement offer of new Primary Shares at an offer price of $2.50 per new Primary Share.

The Entitlement Offer is underwritten.

Retail Entitlement Offer closes at 5.00pm (AEST) on Friday, 7 September 2018

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This is an important document which is accompanied by an Entitlement and Acceptance Form. If you are an Eligible Retail Shareholder, you should read both in full. This Retail Information Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. If you have any doubt about whether you should participate in the Retail Entitlement Offer, you should seek professional advice from a licensed advisor before making any investment decision. You can also contact the Primary Health Care Limited Entitlement Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) at any time from 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period if you have any questions about the details of the Retail Entitlement Offer.

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Important Information

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Contents

Important Information ......................................................................................4	Important Information ......................................................................................4
Summary of Entitlement Offer and Key Dates ...............................................5
Chairman’s Letter .............................................................................................7
Section 1:	Who does this Retail Information Booklet apply to? ............11
Section 2:	Summary of your options ........................................................13
Section 3:	Further information about the Retail Entitlement Offer .......15
Section 4:	Options available to you .........................................................17
Section 5:	Announcements .......................................................................21
Section 6:	Taxation ....................................................................................55
Section 7:	Additional information .............................................................57
Section 8:	Glossary....................................................................................64
Eligible Retail Shareholder declarations ......................................................67

Important Information

4

Im ortant Information p

This Retail Information Booklet (other than the Announcements) is dated 27 August 2018.

The Retail Entitlement Offer is being made pursuant to section 708AA of the Corporations Act (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73). This Retail Information Booklet does not contain all of the information which an Eligible Retail Shareholder may require to make an informed investment decision. This Retail Information Booklet is not a prospectus or other disclosure document under the Corporations Act and has not been lodged with ASIC.

The information in this Retail Information Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs. This Retail Information Booklet should be read in full before you decide to participate in the Retail Entitlement Offer. You should also read and understand the information on Primary and the Retail Entitlement Offer made publicly available by Primary, before deciding to participate. In particular, please refer to the enclosed materials and Announcements, Primary’s interim and annual reports and other announcements made available at www.asx.com.au .

By returning an Entitlement and Acceptance Form or otherwise paying for your New Shares through BPAY® in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Retail Information Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer detailed in this Retail Information Booklet.

Future performance

This Retail Information Booklet contains certain “forward-looking statements”, including Primary’s expectations about the performance of its business. The words “forecast”, “estimate”, “likely”, “anticipate”, “believe”, “expect”, “project”, “opinion”, “predict”, “outlook”, “guidance”, “intend” ,“should”, “could”, “may”, “target”, “plan”, “project”, “consider”, “forecast”, “aim”, “will” and similar expressions are intended to identify such forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. While due care and attention has been used in the preparation of any forward-looking statements, any such statements in this Retail Information Booklet are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates.

Any forward-looking statements contained in this Retail Information Booklet are not guarantees or predictions of future performance and involve known and unknown risks, contingencies and uncertainties and other factors, many of which are beyond the control of Primary, and may involve significant elements of subjective judgment and assumptions as to future events, which may or may not be correct and therefore you are cautioned not to place undue reliance on such information. Refer to the “Key Risks” section of the Investor Presentation for a non-exhaustive summary of certain general and company-specific risk factors that may affect Primary.

Actual results, performance or achievements may vary materially from any forward-looking statements and the assumptions on which such statements are based, as may statements about market or industry trends, which are based on interpretations of current market conditions. Eligible Retail Shareholders should consider any forwardlooking statements contained in this Retail Information Booklet in light of those risks and disclosures. Any forward-looking statements are based on information available to Primary as at the date of this Retail Information Booklet.

Except as required by law or regulation (including the ASX Listing Rules), Primary disclaims any obligation and makes no undertaking to provide any additional or updated information whether as a result of new information, future events or results or otherwise, or to reflect any change in expectations or assumptions. ® Registered to BPAY Pty Limited ACN 079 137 518

Past performance

Past performance and pro-forma historical information in this Retail Information Booklet is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future Primary performance. The historical information in this Retail Information Booklet is, or is based upon, information that has been released to ASX.

Not for distribution outside Australia and New Zealand

This Retail Information Booklet, the Investor Presentation, any accompanying ASX announcements and the Entitlement and Acceptance Form do not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or to any person who is acting for the account or benefit of any person in the United States (to the extent such person holds Primary Shares and is acting for the account or benefit of a person in the United States), or any other jurisdiction in which, or to any person to whom, such offer would be illegal. The New Shares have not been, nor will be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States.

The Retail Entitlements may not be taken up by, and the New Shares may not be offered or sold to, any person in the United States or any person that is, or is acting for the account or benefit of, any person in the United States (to the extent such person holds Primary Shares and is acting for the account or benefit of a person in the United States) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

This Retail Information Booklet may not be released or distributed in the United States. The distribution of this Retail Information Booklet in other jurisdictions outside Australia and New Zealand may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Risks

An investment in Primary Shares is subject to known and unknown risks, some of which are beyond the control of Primary, including possible loss of income and principal invested. Primary does not guarantee any particular rate of return or the performance of Primary nor does it guarantee the repayment or maintenance of capital or any particular tax treatment. Refer to the “Key Risks” section of the Investor Presentation included in Section 5 of this Retail Information Booklet for a summary of general and specific risk factors that may affect Primary.

Definitions and time

Defined terms used in this Retail Information Booklet are contained in the Glossary. All references to time are to Australian Eastern Standard Time (AEST), unless otherwise indicated.

Taxation

There will be tax implications associated with participating in the Retail Entitlement Offer and receiving New Shares. Section 6 provides for a general guide to the Australian income tax, goods and services tax and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders. The guide does not take account of the individual circumstances of particular Eligible Retail Shareholders and does not constitute tax advice. Primary recommends that you consult your professional tax advisor in connection with the Retail Entitlement Offer.

Other general matters

Please read carefully Section 7 of this Retail Information Booklet for other important notices, disclaimers and acknowledgements.

Summary of Entitlement Offer and Key Dates

5

Summary of Entitlement Offer and K Dates ey

Summary of Entitlement Offer

Ratio 1 New Share for every 5.21 Primary Shares held on	the Record Date
Offer Price $2.50 per New Share
Number of New Shares Approximately 100 million New Shares
to be issued
Gross proceeds Approximately $250 million
Key Dates
EVENT	DATE
Announcement of the Entitlement Offer	20 August 2018
Record Date for determining eligibility for the Retail Entitlement Offer (7.00pm)	22 August 2018
Retail Information Booklet lodged with ASX	27 August 2018
Despatch of Retail Information Booklets and Entitlement and Acceptance	27 August 2018
Forms to Eligible Retail Shareholders
Retail Entitlement Offer opens	27 August 2018
New Shares under the Institutional Entitlement Offer are issued and	29 August 2018
commence trading on ASX on a normal settlement basis
Retail Entitlement Offer closes (5.00pm)	7 September 2018
Issue of New Shares under the Retail Entitlement Offer	14 September 2018
New Shares issued under the Retail Entitlement Offer commence trading on	17 September 2018
ASX on a normal settlement basis
Despatch of holding statements for New Shares issued under the Retail	18 September 2018
Entitlement Offer

6 Summary of Entitlement Offer and Key Dates

These dates are indicative only and are subject to change without notice. All references to time are to Australian Eastern Standard Time (AEST). Subject to the requirements of the Corporations Act, the ASX Listing Rules and any other applicable laws, Primary has the right, with the consent of the Underwriters, to amend the timetable. In particular, Primary reserves the right to extend the Retail Closing Date, to accept late Applications under the Retail Entitlement Offer (either generally or in particular cases) and to withdraw the Retail Entitlement Offer without prior notice. Any extension of the Retail Closing Date will have a consequential effect on the Issue Date.

The quotation of New Shares is subject to confirmation from the ASX.

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your Application once it has been accepted. Eligible Retail Shareholders wishing to participate in the Retail Entitlement Offer are encouraged to submit their Entitlement and Acceptance Form as soon as possible after the Retail Entitlement Offer opens.

Enquiries

If you have any doubt about whether you should participate in the Retail Entitlement Offer, you should seek professional advice from a licensed advisor before making any investment decision. If you have questions on how to complete the Entitlement and Acceptance Form or how to take up your Retail Entitlement, or have lost your Entitlement and Acceptance Form and would like a replacement form, please call the Primary Health Care Limited Entitlement Offer Information Line on 1300 850 505 (within Australia) or on +61 3 9415 4000 (outside Australia) at any time from 8.30am to 5.00pm Monday to Friday during the Retail Entitlement Offer Period. A replacement Entitlement and Acceptance Form can also be accessed online by following the Entitlement Offer website link at www.primaryhealthcare.com.au.

Chairman’s Letter

7

Chairman’s Letter

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Monday, 27 August 2018

Dear Shareholder,

This is a very exciting time for Primary and for me personally, as I take on the role of Chair of this great company.

‐ Primary has a unique network of large scale multi disciplinary medical centres, pathology laboratories and diagnostic imaging centres which are central to our integrated health services strategy. We play a vital role in the delivery of accessible care to Australians.

Since joining Primary last September Dr Malcolm Parmenter, our Managing Director and Chief Executive Officer, has introduced a new purpose, mission and values and led a detailed review of every aspect of the business. This has delivered a clear vision of where Primary is heading and what it will take to get us there.

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We are committed to delivering excellence in healthcare and to maximising value creation for our shareholders by providing accessible, high-quality, consumer-centric services in frontline community care.

Our vision and commitment come at a time when the sector is going through a period of significant change. Increasingly consumers are demanding better ways of accessing healthcare when, where and how they want it, aided by technology. At the same time both the costs of, and demands for, care are growing.

Those who provide a solution which combines clinical excellence, outcomes-based care, and cost-effective consumer-friendly service within a community setting will succeed.

Primary intends to lead this charge and position itself at the forefront of the industry. To do so requires transitioning from a legacy operating model to one specifically engineered for today and the future.

On 20 August we announced our results for the year ending 30 June 2018 along with a capital raising program for $250 million. Together with the free cash flow generated from the business, this capital will provide us with the financial flexibility to fund new and accelerated strategic growth initiatives to enable Primary to achieve its vision.

In our medical centre portfolio, the following initiatives will be implemented over the next three years to drive a substantial increase in GP capacity and patient services:

• Modernisation, improvement and extension to the current service offering at 52 medical centres;

• Implementation of a digital operating platform to support online appointments and drive significant operating efficiencies; and

• A multi-faceted people and recruitment strategy designed to establish Primary as a workplace of choice and attract and retain healthcare professionals.

8 Chairman’s Letter

Complementing the medical centre initiatives will be investment in technology for Pathology to modernise this business, providing a platform to support future growth.

Pathology will receive a new Laboratory Information System ( LIS ) that will be rolled out over the next five years, replacing the existing 25 year-old systems across all Primary’s collection centres and laboratories, with a new single integrated platform. The new LIS will deliver many clinical and operational benefits, including improved pre-analytical accuracy and business intelligence, faster turn-around times and the ability to grow our market share in areas of higher margin complex testing.

LIS will complement the roll out of our new radiology information system and new picture archiving and communication solution in the imaging division, which will deliver substantial efficiencies and enhance the way the division interacts with referrers and their patients.

Within Primary’s existing network, the new and accelerated strategic growth initiatives will collectively achieve a substantial improvement in patient capacity and service.

Primary expects that, on completion, these initiatives will deliver material operational and clinical benefits as well as a significantly enhanced financial performance with a target return on investment of greater than 15% from these projects.

Again, looking to the future needs of consumers, we are in exclusive negotiations to acquire an established, high-quality profitable operator of specialist day hospitals.[1] This potential acquisition provides opportunities for synergies, and when combined with Primary's five existing day surgery facilities, provides a scale platform to further grow Primary's non-Medicare funded revenues.

On behalf of the Primary Board, I invite you to consider this investment opportunity and thank you for your continued support.

Regards,

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Robert Hubbard Chairman

1 The acquisition is not guaranteed to proceed and is subject to the negotiation of binding agreements and completion of due diligence. If binding agreements are entered into, they will likely be subject to a number of customary conditions precedent to closing.

Chairman’s Letter

9

Details of the Entitlement Offer

Primary has recently announced an underwritten 1 for 5.21 accelerated non-renounceable pro rata entitlement offer of new Primary ordinary shares ( New Shares ) at an offer price of $2.50 per New Share ( Offer Price ) to raise approximately $250 million ( Entitlement Offer ).

Proceeds from the Entitlement Offer will be used by Primary to fund strategic growth initiatives and a potential acquisition (if it proceeds), as further described in the ASX Announcement.

The Entitlement Offer comprises an institutional component to raise approximately $157 ( Institutional Entitlement Offer ), and a retail component to raise approximately $93 ( Retail Entitlement Offer ). The Entitlement Offer is underwritten.

The Institutional Entitlement Offer was successfully completed on Tuesday, 21 August 2018, receiving strong support from existing institutional shareholders. The Retail Entitlement Offer opens on Monday, 27 August 2018 and closes at 5.00pm on Friday, 7 September 2018.

The Entitlement Offer is non-renounceable and therefore Entitlements will not be tradeable on the ASX or any other exchange, or otherwise transferable. This means that Eligible Retail Shareholders (as defined in Section 1 of this Retail Information Booklet) who do not take up their Retail Entitlements will not receive any value for those Retail Entitlements and their proportionate interest in Primary will also be diluted.

Eligible Retail Shareholders are entitled to subscribe for 1 New Share at the Offer Price for every 5.21 existing ordinary shares in Primary ( Primary Shares ) held at 7.00pm on Wednesday, 22 August 2018 ( Record Date ) ( Retail Entitlement ).

The Offer Price of $2.50 per New Share represents a discount of 17.8% to the theoretical ex-rights price ( TERP ) of Primary Shares of $3.04[2] on 17 August 2018.

How to apply

Accompanying this Retail Information Booklet is your personalised Entitlement and Acceptance Form, which contains details of your Retail Entitlement and how to apply. You may also apply online at https://primaryhealthcareretailoffer.thereachagency.com.

To participate in the Retail Entitlement Offer, you need to ensure that you have paid your Application Monies by BPAY, or lodged your personalised Entitlement and Acceptance Form with your Application Monies paid by cheque, bank draft or money order, so that they are received before 5.00pm on Friday, 7 September 2018.

Further information

Further information on the Retail Entitlement Offer is detailed in this Retail Information Booklet. You should read this Retail Information Booklet in full before deciding whether to participate in the Retail Entitlement Offer. In particular, you should read and consider the risk factors outlined in the “Key Risks” section of the enclosed Investor Presentation.

For further information on the Entitlement Offer, please call the Primary Health Care Limited Entitlement Offer Information Line on 1300 850 505 (within Australia) or on +61 3 9415 4000 (outside Australia) at any time from 8.30am to 5.00pm Monday to Friday during the Retail Entitlement Offer Period. You can also go to Primary’s website at www.primaryhealthcare.com.au.

2 TERP is the theoretical price at which Primary Shares should trade immediately after the ex-date for the Entitlement Offer. The TERP calculation has been calculated on an ex-dividend basis to reflect that shares issued under the Entitlement Offer will not qualify for the FY18 dividend. TERP is a theoretical calculation only and the actual price at which Primary Shares traded immediately after the ex-date for the Entitlement Offer depended on many factors and may not have been equal to TERP.

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Who does this Retail Information Booklet apply to?

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Section 1: Who does this Retail Information Booklet l to? app y

This Retail Information Booklet is important for people who meet all of the following requirements (referred to as “ Eligible Retail Shareholders ” in this Retail Information Booklet):

• you are registered as a holder of Primary Shares as at the Record Date, being 7.00pm on 22 August 2018; and

• you have a registered address on the Primary Share register in Australia or New Zealand; and

• you are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent you hold Primary Shares and are acting for the account or benefit of a person in the United States); and

• you did not receive an offer to participate (other than as a nominee) or were otherwise ineligible to participate under the Institutional Entitlement Offer; and

• you are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

If you are a retail Shareholder that is not an Eligible Retail Shareholder, then you are referred to as an “ Ineligible Retail Shareholder ” in this Retail Information Booklet.

To help you understand the terminology used in this Retail Information Booklet:

• references to ‘you’ are references to Eligible Retail Shareholders; and

• references to ‘your Retail Entitlement’ are references to the Retail Entitlements of Eligible Retail Shareholders; and

• references to ‘your Entitlement and Acceptance Form’ are references to the form of that name accompanying this Retail Information Booklet that you can use to take up your Retail Entitlement.

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Summary of your options

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Section 2: Summary of your options

If you are an Eligible Retail Shareholder, you may take one of the following actions:

• take up all of your Retail Entitlement (Option 1);

• take up part of your Retail Entitlement and allow the balance to lapse, in which case you will receive no value for those lapsed Retail Entitlements (Option 2); or

• do nothing, in which case your Retail Entitlements will lapse and you will receive no value for those lapsed Retail Entitlements (Option 3).

If you are a retail Shareholder that is not an Eligible Retail Shareholder, you are an Ineligible Retail Shareholder. Ineligible Retail Shareholders are not entitled to participate in the Retail Entitlement Offer.

Option	Key	considerations	Where to find more
			information about
			your options
Option 1: Take up all of		To take up all of your Retail Entitlement, you need to complete and return your personalised Entitlement and	Section 4.1
your Retail		Acceptance Form with the requisite Application Monies or
Entitlement		pay your Application Monies via BPAY pursuant to the
		instructions set out on the Entitlement and Acceptance Form
		or online at
		https://primaryhealthcareretailoffer.thereachagency.com. If
		you decide to submit your payment via BPAY you should
		instruct payment well before 5.00pm on the Retail Closing
		Date to enable its receipt by that time. If you decide to
		submit your payment by cheque, bank draft or money order,
		you must ensure that the payment (along with your
		personalised Entitlement and Acceptance Form) is received
		by no later than 5.00pm on the Retail Closing Date.
		New Shares issued under the Retail Entitlement Offer will
		be fully paid and rank equally with Primary Shares,
		however, New Shares will not be entitled to the final FY18
		dividend of 5.5 cents per share.
Option 2: Take up part		To take up part of your Retail Entitlement, you need to complete and return your personalised Entitlement and	Section 4.2
of your Retail		Acceptance Form (noting the number of New Shares you
Entitlement		wish to take up) with the requisite Application Monies or pay
and allow the		your Application Monies via BPAY pursuant to the
balance to		instructions set out on the Entitlement and Acceptance Form
lapse, in		or online at
which case		https://primaryhealthcareretailoffer.thereachagency.com. If
you will		you decide to submit your payment via BPAY you should
receive no		instruct payment well before 5.00pm on the Retail Closing
value for		Date to enable its receipt by that time. If you decide to
those lapsed		submit your payment by cheque, bank draft or money order,
Retail		you must ensure that the payment (along with your
Entitlements		personalised Entitlement and Acceptance Form) is received
		by no later than 5.00pm on the Retail Closing Date.

14 Summary of your options

	Option	Key   	considerations Primary will treat you as applying for as many New Shares as your payment will pay for in full. The part of your Retail Entitlement not taken up will lapse and the New Shares not subscribed for will form part of the Retail Shortfall. If you do not take up your Retail Entitlement in full, you will receive no value for those Retail Entitlements not taken up.	Where to find more information about your options
			If you do not take up all of your Retail Entitlement, your
			proportionate interest in Primary will be diluted.
			Your Retail Entitlements are non-renounceable. This means
			they cannot be traded on ASX or any other exchange and
			cannot be privately transferred.
	Option 3: Do nothing, in		If you do not take up your Retail Entitlement, you will not be issued New Shares and your Retail Entitlements will lapse.	Section 4.3
	which case your Retail Entitlement		The New Shares not subscribed for will form part of the Retail Shortfall.
	will lapse and		Your Retail Entitlements are non-renounceable. This means
	you will		they cannot be traded on ASX or any other exchange and
	receive no		cannot be privately transferred.
	value for those lapsed Retail		If you do not take up your Retail Entitlement, you will receive no value for those Retail Entitlements.
	Entitlements		If you do not take up your Retail Entitlement, your
			proportionate holding in Primary will be diluted.

If you have any doubt about how you should deal with your Retail Entitlement, you should seek professional advice from a licensed advisor.

Further information about the Retail Entitlement Offer

15

Section 3: Further information about the Retail Entitlement Offer

3.1. Your Retail Entitlement

Your Retail Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form. It has been calculated as 1 New Share for every 5.21 Primary Shares you held as at the Record Date, being 7.00pm on 22 August 2018, at the Offer Price of $2.50 per New Share.[3]

If you have more than one holding of Primary Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Retail Entitlements for each separate holding. Note that the Retail Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Retail Entitlement you may be permitted to take up where, for example, you are holding Primary Shares on behalf of a person in the United States (see the definition of “Eligible Retail Shareholder” in Section 1).

3.2. Closing date

If you take up and pay for all or part of your Retail Entitlement before the Retail Closing Date, you will be issued your New Shares on 14 September 2018 ( Issue Date ).

New Shares issued under the Entitlement Offer will be fully paid and rank equally with Primary Shares from issue, however, New Shares will not be entitled to the final FY18 dividend of 5.5 cents per share.

3.3. Consequences of not accepting all or part of your Retail Entitlement

If you do not accept all or part of your Retail Entitlement in accordance with the instructions set out in this Retail Information Booklet, those New Shares that you would have otherwise been entitled to under the Retail Entitlement Offer (including New Shares that relate to the portion of your Entitlement that has not been accepted) will be acquired by the Underwriters or any subunderwriters.

By allowing your Retail Entitlement to lapse, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up your Retail Entitlement and you will not receive any value for your Retail Entitlement. Your proportionate interest in Primary will also be diluted.

3 Where fractions arise in the calculation of a Retail Entitlement, the Retail Entitlement will be rounded up to the nearest whole number of New Shares.

16 Further information about the Retail Entitlement Offer

3.4. Nominees

The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees with registered addresses in the eligible jurisdictions, irrespective of whether they participate under the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold Primary Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Shareholder.

Nominees and custodians which hold Primary Shares as nominees or custodians will have received, or will shortly receive, a letter from Primary. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to:

•  beneficiaries on whose behalf they hold Primary Shares who would not satisfy the criteria for an Eligible Retail Shareholder;

•  Eligible Institutional Shareholders who received an offer to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not); or

•  Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Entitlement Offer.

Due to legal restrictions, nominees and custodians may not send copies of this Retail Information Booklet or accept the Retail Entitlement Offer on behalf of any person in the United States or any person who is acting for the account or benefit of a person in the United States (to the extent such person holds Primary Shares and is acting for the account or benefit of a person in the United States) or other jurisdiction outside Australia or New Zealand, except to beneficial shareholders who are institutional or professional investors in certain foreign countries (other than the United States) to the extent contemplated in the Investor Presentation under the section titled "Foreign Selling Restrictions" or as Primary may otherwise permit in compliance with applicable law.

Primary is not required to determine whether or not any registered Shareholder is acting as a nominee or the identity or residence of any beneficial owners of Primary Shares.

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Section 4: Options available to you

4.1. Option 1 – Take up all of your Retail Entitlement

To take up all of your Retail Entitlement, you must:

• pay by BPAY (see Section 4.4); or

• complete your personalised Entitlement and Acceptance Form and return it by mail with your Application Monies in the form of a cheque, bank draft or money order (see Section 4.5),

in each case, by no later than 5.00pm on the Retail Closing Date.

4.2. Option 2 – Take up part of your Retail Entitlement

To take up part of your Retail Entitlement, you must:

• pay by BPAY (see Section 4.4); or

• complete your personalised Entitlement and Acceptance Form (indicating the number of New Shares you wish to take up) and return it by mail with your Application Monies, in the form of a cheque, bank draft or money order (see Section 4.5),

in each case, by no later than 5.00pm on the Retail Closing Date.

The part of your Retail Entitlement not taken up will lapse and the New Shares not subscribed for will form part of the Retail Shortfall.

4.3. Option 3 – Take no action

If you take no action, you will not be issued New Shares and your Retail Entitlement will lapse. Your Retail Entitlement is non-renounceable and is not tradeable or otherwise transferable. Eligible Retail Shareholders who do not take up their Retail Entitlements in full will not receive any value for those Retail Entitlements they do not take up.

Eligible Retail Shareholders who do not participate fully in the Retail Entitlement Offer will have their proportionate interests in Primary diluted.

4.4. Payment by BPAY

To pay by BPAY, please follow the instructions on your personalised Entitlement and Acceptance Form or online at https://primaryhealthcareretailoffer.thereachagency.com (which includes the Biller Code and your unique Customer Reference Number). You can only make a payment via BPAY if you are the holder of an account with an Australian branch of a financial institution that supports BPAY transactions.

You should instruct payment well before 5.00pm on the Retail Closing Date to enable its receipt before the Retail Entitlement Offer closes.

If you pay by BPAY, your Entitlement and Acceptance Form is not required to be lodged with the Registry and you will be deemed to have made the declarations set out in this Retail Information Booklet and on the Entitlement and Acceptance Form.

Primary will treat you as applying for as many New Shares as your payment will pay for in full up to your Retail Entitlement.

18 Options available to you

Any Application Monies received for more than your final allocation of New Shares will be refunded as soon as practicable after the close of the Retail Entitlement Offer. No interest will be paid to applicants on any Application Monies received or refunded.

Please make sure to use the specific Biller Code and unique Customer Reference Number on your personalised Entitlement and Acceptance Form or accessed online at https://primaryhealthcareretailoffer.thereachagency.com. If you receive more than one personalised Entitlement and Acceptance Form, you will need to complete individual BPAY transactions using the Customer Reference Number specific to each individual personalised Entitlement and Acceptance Form that you receive.

You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. You may also have your own limit on the amount that you can pay via BPAY. It is your responsibility to check that the amount you wish to pay via BPAY does not exceed your limit.

4.5. Apply by post with cheque, bank draft or money order

To pay by cheque, bank draft or money order, you must complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the form, indicating the number of New Shares you wish to apply for and return it by mail to the address set out below, accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Monies, payable to “Primary Health Care Limited” and crossed “Not Negotiable”. Any agreement to issue New Shares to you following receipt of your personalised Entitlement and Acceptance Form is conditional on your cheque, bank draft or money order in payment of the Application Monies for those New Shares being honoured on first presentation.

Your cheque, bank draft or money order must be:

• for an amount equal to $2.50 multiplied by the number of New Shares that you are applying for; and

• in Australian currency, drawn on an Australian branch of a financial institution.

You should ensure that sufficient funds are held in the relevant account(s) to cover the Application Monies. If the amount of your cheque, bank draft or money order for Application Monies (or the amount for which the cheque clears in time for issue) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your Application will not be accepted.

Any Application Monies received for more than your final allocation of New Shares will be refunded. No interest will be paid to applicants on any Application Monies received or refunded (wholly or partially).

Cash payments will not be accepted. Receipts for payment will not be issued.

It is important to note that the Retail Entitlement Offer closes at 5.00pm on Friday, 7 September 2018. To participate in the Retail Entitlement Offer, your payment must be received no later than this date. Eligible Retail Shareholders who make payment via cheque, bank draft or money order should mail their cheque, bank draft or money order and their completed Entitlement and Acceptance Form to the address below:

Mail to:

Primary Health Care Limited

C/- Computershare Investor Services Pty Limited

GPO Box 505

Melbourne VIC 3001

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Entitlement and Acceptance Forms (and payments of any Application Monies) will not be accepted at Primary’s registered or corporate offices.

For the convenience of Eligible Retail Shareholders in Australia, an Australian reply paid envelope with the appropriate address has been included with this Retail Information Booklet. Shareholders outside of Australia will need to affix the appropriate postage.

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Announcements

Section 5: Announcements

This Retail Information Booklet (other than the Announcements) is dated 27 August 2018. The Announcements are current as at 27 August 2018. This Retail Information Booklet remains subject to change without notice, and Primary is not responsible for updating this Retail Information Booklet.

There may be additional announcements that have been made by Primary after 27 August 2018 and throughout the Retail Entitlement Offer Period that may be relevant in your consideration of whether to take part in the Retail Entitlement Offer. Therefore, it is prudent that you check whether any further announcements have been made by Primary before submitting an Application.

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Taxation

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Section 6: Taxation

Introduction

Set out below is a summary of the Australian income tax, goods and services tax (GST) and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders who are residents of Australia for income tax purposes and who hold their Primary Shares (and will hold their New Shares) on capital account.

The summary below does not apply to Eligible Retail Shareholders who:

• hold their Primary Shares (or will hold their New Shares) as revenue assets (such as assets used in carrying on a business of share trading, banking or insurance), or as trading stock or those who have acquired Primary Shares for the purpose of on-sale at a profit;

• acquired the Primary Shares in respect of which their Retail Entitlements are issued under any employee share scheme or where New Shares are acquired pursuant to any employee share scheme; or

• may be subject to special tax rules, such as insurance companies, partnerships, tax exempt organisations, trusts (except where expressly stated), superannuation funds (except where expressly stated) or temporary residents.

This taxation summary is based on the Australian tax law as it applies as at 9.00am on the date of this Retail Information Booklet. Other than as expressly discussed or specified, the comments do not take into account or anticipate changes in Australian tax law or future judicial interpretations of law after this time. This summary also does not take account of any individual circumstances of any particular Eligible Retail Shareholder and does not constitute tax advice. It does not purport to be a complete analysis of the potential tax consequences of the Retail Entitlement Offer and is intended as a general guide to the Australian tax implications. Eligible Retail Shareholders should seek specific advice applicable to their own particular circumstances from their own financial or tax advisors.

6.1. Issue of Retail Entitlements

The issue of a Retail Entitlement should not, of itself, result in any amount being included in your assessable income.

6.2. Exercise of Retail Entitlements

You will acquire New Shares where you exercise all or part of your Retail Entitlements under the Retail Entitlement Offer.

You should not derive any assessable income, or make any capital gain or loss, at the time of exercising (i.e. taking up) your Retail Entitlement.

For Australian Capital Gains Tax (CGT) purposes, the New Shares will be acquired on the day that you exercise your Retail Entitlement.

If you exercise all or part of your Retail Entitlement, the cost base of New Shares for CGT purposes will be equal to the Offer Price payable by you for those New Shares plus certain nondeductible incidental costs you incur in acquiring them. You will need to apportion any nondeductible incidental costs incurred in relation to exercising your Retail Entitlement across each New Share on a reasonable basis.

6.3. Lapse of Retail Entitlement

If you do not take up all or part of your Retail Entitlement in accordance with the instructions set out above, then that Retail Entitlement will lapse and you will not receive any consideration for

56 Taxation

your Retail Entitlement that is not taken up. There should be no tax implications for you from the lapse of your Retail Entitlement.

6.4. Dividends on New Shares

Any future dividends or other distributions made in respect of New Shares will be subject to the same income taxation treatment as dividends or other distributions made on Primary Shares held in the same circumstances.

6.5. Disposal of New Shares

Each New Share will constitute a separate CGT asset. The disposal of a New Share will constitute a disposal for CGT purposes.

On disposal of a New Share, you will make a capital gain if the capital proceeds on disposal exceed the cost base of the New Share. You will make a capital loss if the capital proceeds are less than the reduced cost base of the New Share. The cost base of New Shares is described above in Section 6.3.

If you are an individual, trustee or complying superannuation entity that has held New Shares for 12 months or more at the time of disposal (not including the date of acquisition or disposal) you should be entitled to apply the applicable CGT discount factor to reduce the capital gain (after offsetting capital losses). The CGT discount factor is 50% for individuals and trustees and 33⅓% for complying superannuation entities.

You will be taken to have acquired New Shares on the day you exercise your Retail Entitlement. Accordingly, to be eligible for the CGT discount, you must have held New Shares for at least 12 months after the date that you exercised your Retail Entitlement.

If you make a capital loss, you can only use that loss to offset other capital gains; i.e. the capital loss cannot be used against taxable income on revenue account. However, if the capital loss cannot be used in a particular income year, you can carry it forward to use in future income years, providing certain loss utilisation tests are satisfied.

6.6. Taxation of Financial Arrangements (TOFA)

The TOFA provisions operate to make assessable or deductible, gains or losses arising from certain ‘financial arrangements’ (importantly, the CGT discount is not available for any gain that is subject to the TOFA provisions).

The application of the TOFA provisions depend on your specific facts and circumstances. You should seek advice from an appropriate professional advisor in relation to the implications of the TOFA provisions to you.

6.7. Provision of TFN and/or ABN

Primary may be required to withhold tax from you on payments of dividends that are not fully franked, at the specified rate, and remit such amounts to the ATO, unless you have provided an Australian Business Number (ABN), Tax File Number (TFN), or you have informed us that you are exempt from quoting your TFN or ABN.

You are not required to provide your TFN or ABN to Primary, however you may choose to do so. If you have previously quoted your ABN, TFN, or have notified us that an exemption from quoting your TFN/ABN exists, that quotation or exemption will also apply in respect of any New Shares acquired by you.

6.8. Other Australian taxes

No GST or stamp duty should be payable by you in respect of the issue or taking up of Retail Entitlements, or the acquisition of New Shares, pursuant to the Retail Entitlement Offer.

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Section 7: Additional information

This Retail Information Booklet (including the enclosed Announcements) and attached personalised Entitlement and Acceptance Form have been prepared by Primary.

This Retail Information Booklet (other than the Announcements) is dated 27 August 2018. The Announcements are current as at 27 August 2018. This Retail Information Booklet remains subject to change without notice, and Primary is not responsible for updating this Retail Information Booklet.

There may be additional announcements that have been made by Primary after 27 August 2018 and throughout the Retail Entitlement Offer Period that may be relevant in your consideration of whether to take part in the Retail Entitlement Offer. Therefore, it is prudent that you check whether any further announcements have been made by Primary before submitting an Application.

No party other than Primary has authorised or caused the issue of this Retail Information Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Retail Information Booklet.

For the avoidance of doubt, to the maximum extent permitted by law, the Underwriters and its affiliates, related bodies corporate, officers, employees, agents and advisors disclaim all liability, including (without limitation) liability arising from fault or negligence, for any loss howsoever and whenever arising from the use of any of the information contained in this Retail Information Booklet, and the Underwriters do not act as a fiduciary or agent of each other or any other person.

This information is important and requires your immediate attention.

You should read this Retail Information Booklet in full before deciding how to deal with your Retail Entitlement. In particular, you should consider the risk factors outlined in the “Key Risks” section of the enclosed Investor Presentation, which could affect the operating and financial performance of Primary or the value of an investment in Primary.

You should consider these risk factors in light of your personal circumstances, including financial and taxation issues, before making a decision in relation to your Retail Entitlement. It is recommended that you seek professional advice from a licensed advisor before deciding whether or not to participate in the Retail Entitlement Offer.

7.1. Trading of New Shares

Primary has applied to the ASX for official quotation of the New Shares. If ASX does not grant quotation of the New Shares, Primary will repay all Application Monies (without interest). Subject to approval being granted, it is expected that trading of New Shares on ASX will commence on 17 September 2018 on a normal settlement basis.

Primary, the Underwriters and their advisors will have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe have been issued to them before they receive their holding statements, whether on the basis of a confirmation of issue provided by Primary or the Registry or otherwise or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

If you are in any doubt as to these matters, you should seek professional advice.

7.2. Eligible Retail Shareholders

This Retail Information Booklet contains an offer of New Shares to Eligible Retail Shareholders in Australia and New Zealand and has been prepared in accordance with section 708AA of the Corporations Act (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73).

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Primary may (in its absolute discretion) extend the Retail Entitlement Offer to any Institutional Shareholders in foreign jurisdictions which did not participate in the Institutional Entitlement Offer (excluding the United States and subject to compliance with applicable laws).

7.3. Ranking of New Shares

New Shares issued under the Retail Entitlement Offer will be fully paid and rank equally with Primary Shares, however, New Shares will not be entitled to the final FY18 dividend of 5.5 cents per share.

The rights attaching to the New Shares are set out in Primary’s Constitution and are regulated by the Corporations Act, ASX Listing Rules and general law.

7.4. Rounding of New Shares

Where fractions arise in the calculation of Retail Entitlements, they will be rounded up to the next whole number of New Shares.

7.5. Reconciliation and the rights of Primary and the Underwriters

As with any entitlement offer, investors may believe that they own more Primary Shares on the Record Date than they ultimately do, or are otherwise entitled to more New Shares than initially offered to them. These matters may result in a need for reconciliation to ensure all Eligible Retail Shareholders have the opportunity to receive their full Retail Entitlement.

If reconciliation is required, it is possible that Primary may need to issue a small quantity of additional New Shares ( Top-Up Shares ) to ensure that all Eligible Retail Shareholders have the opportunity to receive their full Retail Entitlements. The price at which these Top-Up Shares will be issued will be the same as the Offer Price.

Primary also reserves the right to reduce the number of New Shares issued to Eligible Retail Shareholders or persons claiming to be Eligible Retail Shareholders, if their Retail Entitlement claims prove to be overstated, if they or their nominees fail to provide information requested to substantiate their Retail Entitlement claims, or if they are not Eligible Retail Shareholders. In that case, Primary may, at its discretion, require the relevant Shareholder to transfer excess New Shares to the Underwriters at the Offer Price per New Share. If necessary, the relevant Shareholder may need to transfer Primary Shares held by them or purchase additional Primary Shares on-market to meet this obligation. The relevant Shareholder will bear any and all losses caused by subscribing for New Shares in excess of their Retail Entitlement, and any actions they are required to take in this regard.

By applying under the Entitlement Offer, those doing so irrevocably acknowledge and agree to do the above as required by Primary in its absolute discretion. Those applying acknowledge that there is no time limit on the ability of Primary or the Underwriters to require any of the actions set out above.

7.6. No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your Application once it has been accepted

7.7. No entitlements trading

Retail Entitlements are non-renounceable and cannot be traded on ASX or any other exchange, nor can they be privately transferred.

7.8. Not financial product advice

This Retail Information Booklet is not a prospectus, product disclosure statement or other offering

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document under Australian law or any other law (and will not be lodged with ASIC or any foreign regulator). This Retail Information Booklet is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. Any Eligible Retail Shareholder who wishes to participate in the Retail Entitlement Offer should consider this Retail Information Booklet in full. Any Eligible Retail Shareholder who wishes to subscribe for and purchase New Shares will need to follow the instructions contained in this Retail Information Booklet and the Entitlement and Acceptance Form which accompanies it. This Retail Information Booklet does not constitute investment or financial product advice or any recommendation to acquire Primary Shares or New Shares and does not and will not form any part of any contract for the acquisition of New Shares.

Each recipient of this Retail Information Booklet should make their own enquiries and investigations regarding all information in this Retail Information Booklet, including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of Primary and the impact that different future outcomes may have on Primary. This Retail Information Booklet has been prepared without taking account of any person’s investment objectives, financial situation or particular needs.

Before making an investment decision, Eligible Retail Shareholders should consider the appropriateness of the information having regard to their own objectives, financial situation and needs, make their own assessment of the information and seek advice appropriate to their jurisdiction in relation to the information and any action taken on the basis of the information. Any reference to, or explanations of legislation, regulatory issues or any other legal commentary (if any) are indicative only, and do not summarise all relevant issues and are not intended to be a full explanation of a particular matter. Primary is not licensed to provide financial product advice in respect of Primary Shares.

If, after reading this Retail Information Booklet, you have any questions about whether you should invest in the Retail Entitlement Offer, you should seek professional advice from a licensed advisor before making any investment decision.

Nominees and custodians may not distribute any part of this Retail Information Booklet in the United States or in any other country outside Australia and New Zealand except (i) Australian and New Zealand nominees may send this Retail Information Booklet and related offer documents to beneficial holders who are professional or institutional holders in other countries (other than the United States) listed in, and to the extent permitted under, the Investor Presentation and (ii) to beneficial holders in other countries (other than the United States) where Primary may determine it is lawful and practical to make the Retail Entitlement Offer.

7.9. Financial data

All dollar values in this Retail Information Booklet are in Australian dollars (A$).

7.10. Underwriting

The Entitlement Offer is underwritten by the Underwriters and Primary and the Underwriters have entered into an Underwriting Agreement. Any New Shares which are not taken up by Eligible Retail Shareholders pursuant to their Retail Entitlement will form part of the Retail Shortfall to be taken up by the Underwriters or sub-underwriters, on the terms and conditions of the Underwriting Agreement.

Customary with these types of arrangements, pursuant to the Underwriting Agreement:

• Primary has agreed, subject to certain exceptions, to indemnify the Underwriters, their related bodies corporate and affiliates, and their respective directors, officers, agents or employees against any losses they may suffer or incur in connection with the Entitlement Offer, the Entitlement Offer materials or the appointment of the Underwriters under the Underwriting Agreement;

• Primary and the Underwriters have given certain representations, warranties and undertakings in connection with (among other things) the Entitlement Offer;

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• the Underwriters may (in certain circumstances having regard to the materiality of the relevant event) terminate the Underwriting Agreement and be released from their obligations under it on the occurrence of certain events, including (but not limited to) where:

• Primary is removed from the official list of ASX or Primary’s shares are suspended from quotation on ASX;

• the ASX/S&P 200 Index falls below an agreed level, on any of:

(1) close of business on any trading day up to (and including) the settlement date for the Institutional Entitlement Offer;

(2) close of business for any 2 consecutive trading days during the period from the settlement date for the Institutional Entitlement Offer until (and including) the settlement date for the Retail Entitlement Offer; or

• (3) close of business on the trading day immediately prior to the settlement date for the Retail Entitlement Offer;

• Primary alters its capital structure without the consent of the Underwriters, other than by issuing New Shares pursuant to the terms of the Entitlement Offer;

• Primary or any of its related bodies corporate becomes insolvent;

• • there is an adverse change (or an event that is likely to lead to an adverse change) in the assets, liabilities, financial position, results, condition, operations or prospects of the Primary group, from the position fairly disclosed by Primary to ASX prior to the date of the Underwriting Agreement or in the ASX Announcement;

• any statement in the materials published in connection with the Entitlement Offer becomes misleading or deceptive (including by omission);

• Primary or any of its affiliates, directors or officers engage in any fraudulent conduct or activity;

• a director or senior manager of Primary is charged with an indictable offence relating to financial or corporate matters or a director of Primary is disqualified from managing a corporation;

• a change in the Chief Executive Officer or Chairman of Primary occurs;

• • a change in other senior management or the directors of Primary occurs;

• ASIC issues or gives notice of an intention to issue proceedings or commences any inquiry or investigation in relation to the Entitlement Offer; or

• • Primary breaches the Underwriting Agreement or any of the representations or warranties given by it under the Underwriting Agreement.

The ability of the Underwriters to terminate the Underwriting Agreement in respect of some events (denoted with an asterisk (*) above) will depend on whether in the actual and reasonable opinion of that Underwriter, the event has, or is likely to have, a material adverse effect on the success, marketing or settlement of the Entitlement Offer, the value of Primary Shares or the willingness of investors to subscribe for New Shares, or the business, financial position or prospects of the Primary group; or the event leads, or is likely to lead to, a contravention by that Underwriter (or one of its affiliates) of, or that Underwriter (or one of its affiliates) being involved in a contravention of, the Corporations Act or any other applicable law or to a liability of that Underwriter (or one of its affiliates) under the Corporations Act or any other applicable law.

Primary has also agreed to pay each underwriter an equal proportion of the following fees:

• an underwriting fee of 1.45% of the Institutional Entitlement Offer proceeds;

• an underwriting fee of 1.45% of the Retail Entitlement Offer proceeds;

• a management and selling fee of 0.4% of the Institutional Entitlement Offer proceeds;

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• a management and selling fee of 0.4% of the Retail Entitlement Offer proceeds; and

• an incentive fee of up to 0.2% of the aggregate of the Institutional Entitlement Offer and Retail Entitlement Offer proceeds (which is payable at the absolute discretion of Primary).

None of the Underwriters, nor any of their respective related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives, advisers or agents (collectively, the Underwriter Parties ) have authorised or caused the issue or lodgement, submission, despatch or provision of this Retail Information Booklet and there is no statement in this Retail Information Booklet which is based on a statement made by an Underwriter Party. To the maximum extent permitted by law, each Underwriter Party:

• expressly disclaims all liabilities in respect of, and makes no representations regarding, and takes no responsibility for any part of this Retail Information Booklet or any action taken by you on the basis of the information in this Retail Information Booklet, and makes no representation or warranty as to the currency, accuracy, reliability or completeness of this Retail Information Booklet; and

• excludes and disclaims all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this Retail Information Booklet being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. None of the Underwriter Parties makes any recommendations as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning this Entitlement Offer, or any such information and you represent, warrant and agree that you have not relied on any statements made by any of the Underwriter Parties in relation to the New Shares or the Entitlement Offer generally.

7.11. Foreign jurisdictions

This Retail Information Booklet has been prepared to comply with the requirements of the securities laws of Australia and New Zealand.

This Retail Information Booklet, the Investor Presentation, any accompanying ASX announcements and the Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any person who is acting for the account or benefit of any person in the United States (to the extent such person holds Primary Shares and is acting for the account or benefit of a person in the United States) or in any jurisdiction in which, or to any person to whom it would not be lawful to make such an offer. No action has been taken to register or qualify the Retail Entitlement Offer or the New Shares, or otherwise permit the offering of the New Shares, in any jurisdiction other than Australia and New Zealand. Return of the personalised Entitlement and Acceptance Form will be taken by Primary to constitute a representation by you that there has been no breach of any such laws. Eligible Retail Shareholders who are nominees or custodians should see Section 3.4.

The distribution of this document (including in electronic format) outside Australia and New Zealand may be restricted by law. If you come into possession of this Retail Information Booklet, you must observe such restrictions. In particular, this document or any copy of it must not be distributed in the United States. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

(a) New Zealand

The New Shares are not being offered to the public within New Zealand other than to existing Shareholders of Primary with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This Retail Information Booklet has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This Retail Information Booklet is not a product disclosure statement under New Zealand law and is not

62 Additional information

required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

(b) United States

This Retail Information Booklet, the Investor Presentation, any accompanying ASX announcements and the Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any person in the United States or any person who is acting for the account or benefit of any person in the United States (to the extent such person holds Primary Shares and is acting for the account or benefit of a person in the United States). Neither the Retail Entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. The Retail Entitlements may not be issued to, or taken up or exercised by, and the New Shares may not be offered or sold to, persons in the United States or persons who are acting for the account or benefit of a person in the United States (to the extent such person holds Primary Shares and is acting for the account or benefit of a person in the United States). The New Shares under the Retail Entitlement Offer may only be offered and sold outside the United States in ‘offshore transactions’, as defined in and in reliance on Regulation S under the U.S. Securities Act.

7.12. Ineligible Retail Shareholders

Primary has decided that it is unreasonable to make offers under the Retail Entitlement Offer to retail investors who are holders of Primary Shares and who are resident outside Australia and New Zealand, having regard to the number of such holders in those places and the number and value of the New Shares that they would be offered and the cost of complying with the relevant legal and regulatory requirements in those places.

7.13. Governing law

This Retail Information Booklet, the Retail Entitlement Offer and the contracts formed on acceptance of Applications made pursuant to the Retail Entitlement Offer are governed by the law applicable in New South Wales, Australia. Each Shareholder who applies for New Shares submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

7.14. Information availability

Eligible Retail Shareholders in Australia and New Zealand can obtain a copy of this Retail Information Booklet during the period of the Retail Entitlement Offer on the Primary website at www.primaryhealthcare.com.au or by calling the Primary Health Care Limited Entitlement Offer Information Line on 1300 850 505 (within Australia) or on +61 3 9415 4000 (outside Australia) at any time from 8.30am to 5.00pm Monday to Friday during the Retail Entitlement Offer Period.

Persons who access the electronic version of this Retail Information Booklet should ensure that they download and read the entire Retail Information Booklet. The electronic version of this Retail Information Booklet on the Primary website will not include an Entitlement and Acceptance Form. A replacement Entitlement and Acceptance Form can be requested by calling the Primary Health Care Limited Entitlement Offer Information Line. You may also apply online at https://primaryhealthcareretailoffer.thereachagency.com. To access your personalised replacement Entitlement and Acceptance Form online, you will require your Security Reference Number or Holder Identification Number and will need to pass a series of security questions.

Neither this Retail Information Booklet nor the accompanying Entitlement and Acceptance Form may be distributed to or relied upon by, persons in the United States or persons that are acting for the account or benefit of a person in the United States (to the extent such person holds Primary Shares and is acting for the account or benefit of a person in the United States), or otherwise distributed in the United States.

Additional information

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7.15. Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Retail Information Booklet.

Any information or representation that is not in this Retail Information Booklet may not be relied on as having been authorised by Primary, or its related bodies corporate, in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, none of Primary, its directors, officers or employees or any other person, warrants or guarantees the future performance of Primary or any return on any investment made pursuant to this Retail Information Booklet.

7.16. Withdrawal of the Entitlement Offer

Primary reserves the right to withdraw all or part of the Entitlement Offer and the information in this Retail Information Booklet at any time, subject to applicable laws, in which case Primary will refund Application Monies in relation to New Shares not already issued in accordance with the Corporations Act and without payment of interest. In circumstances where New Shares have already been issued under the Institutional Entitlement Offer, Primary may only be able to withdraw the Entitlement Offer with respect to New Shares to be issued under the Retail Entitlement Offer.

To the fullest extent permitted by law, you agree that any Application Monies paid by you to Primary will not entitle you to receive any interest and that any interest earned in respect of Application Monies will belong to Primary.

7.17. Privacy

As a Shareholder, Primary and the Registry have already collected certain personal information from you. If you apply for New Shares, Primary and the Registry may update that personal information or collect additional personal information for the purposes of:

• (a) processing your application and assessing your acceptance of the New Shares;

• (b) servicing your needs as a Shareholder and providing facilities and services that you request; and

• (c) carrying out appropriate administration.

Company and tax laws require some of the information to be collected. If you do not provide your personal information, we may not be able to process your application.

Primary and the Registry may disclose this information for these purposes to its subsidiaries and relevant organisations involved in providing, managing or administering your product or service such as third party suppliers, other organisations, loyalty and affinity partners, printers, posting services, call centres, and our advisors. Primary and the Registry may need to share some of your information with organisations outside Australia.

Where personal information is disclosed, Primary will seek to ensure that the information is held, used or disclosed consistently with the Privacy Act 1988 (Cth) and any other applicable privacy laws and codes.

You can ask us to access information that we hold about you or to correct information we hold about you by writing to Primary through the Registry at privacy@computershare.com.au or see the Registry Privacy Policy at http://www.computershare.com/au.

64 Glossary

Section 8: Glossar y

In this Retail Information Booklet, the following terms have the following meanings:

AEST means Australian Eastern Standard Time

Announcements means the ASX Announcement, the Investor Presentation and the Institutional Entitlement Offer completion announcement

Application means Arranging for payment of the relevant Application Monies through BPAY in accordance with the instructions on the Entitlement and Acceptance Form or the submission of an Entitlement and Acceptance Form accompanied by the relevant Application Monies

Application Monies means the aggregate amount payable for the New Shares applied for through BPAY or in a duly completed Entitlement and Acceptance Form

ASIC stands for Australian Securities and Investments Commission

ASX means ASX Limited (ABN 98 008 624 691) or the financial products market operated by that entity known as the Australian Securities Exchange

ASX Announcement means the announcement released to ASX on 20 August 2018 in connection with the Entitlement Offer, a copy of which is included in Section 5 of this Retail Information Booklet

ASX Listing Rules means the official listing rules of ASX, as amended or replaced from time to time except to the extent of any waiver granted by ASX

Corporations Act means Corporations Act 2001 (Cth)

Eligible Institutional Shareholder means an institutional Shareholder to whom the Underwriters made an offer on behalf of Primary under the Institutional Entitlement Offer (and who, for the avoidance of doubt, is not an Ineligible Institutional Shareholder under the Underwriting Agreement)

Eligible Retail Shareholder means a Shareholder who satisfies the definition outlined in Section 1

Eligible Shareholder means a person who is an Eligible Institutional Shareholder or an Eligible Retail Shareholder

Entitlement means the entitlement to 1 New Share for every 5.21 Primary Shares held on the Record Date, pursuant to the Entitlement Offer

Glossary

65

Entitlement and Acceptance Form means the Entitlement and Acceptance Form accompanying this Retail Information Booklet which can be used to submit an Application

Entitlement Offer means the accelerated non-renounceable pro rata entitlement offer of approximately 100 million New Shares to Eligible Shareholders in the proportion of 1 New Share for every 5.21 Primary Shares held on the Record Date, and comprised of the Institutional Entitlement Offer and the Retail Entitlement Offer

Ineligible Institutional Shareholder means an institutional Shareholder that is not an Eligible Institutional Shareholder

Ineligible Retail Shareholder means a retail Shareholder that is not an Eligible Retail Shareholder

Ineligible Shareholder means either an Ineligible Institutional Shareholder or an Ineligible Retail Shareholder or both (as the context requires)

Institutional Entitlement Offer means the offer of New Shares to Eligible Institutional Shareholders under the Entitlement Offer

Investor Presentation means the investor presentation in connection with the Entitlement Offer dated 20 August 2018, a copy of which is included in Section 5 of this Retail Information Booklet

Issue Date means the date on which New Shares are issued to Eligible Retail Shareholders under the Retail Entitlement Offer, being 14 September 2018

New Share means a Primary Share issued under the Entitlement Offer, including (as the context requires) to the Underwriters or any sub-underwriter

Offer Price means $2.50 per New Share

Primary means Primary Health Care Limited (ABN 24 064 530 516)

Primary Share means a fully paid ordinary share in Primary

Record Date means 7.00pm on 22 August 2018

Registry means Computershare Investor Services Pty Limited (ABN 48 078 279 277)

Regulation S means Regulation S under the U.S. Securities Act

Retail Closing Date means the date the Retail Entitlement Offer closes, being 5.00pm on Friday, 7 September 2018

Retail Entitlement means an Entitlement under the Retail Entitlement Offer

66 Glossary

Retail Entitlement Offer means the offer of New Shares to Eligible Retail Shareholders under the Entitlement Offer Retail Entitlement Offer Period means the period commencing on the opening date of the Retail Entitlement Offer, as specified in the Entitlement Offer timetable in the Key Dates for the Retail Entitlement Offer section of this Retail Information Booklet, and ending on the Retail Closing Date Retail Information Booklet means this booklet dated 27 August 2018, including the Announcements and the Entitlement and Acceptance Form Retail Shortfall means Retail Entitlements not taken up by Eligible Retail Shareholders and entitlements of Ineligible Retail Shareholders under the Retail Entitlement Offer, which will be acquired by the Underwriters or any sub-underwriters

Shareholder means the registered holder of any Primary Share

Underwriter Parties means the Underwriters, their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, advisers and agents Underwriters means the underwriters of the Entitlement Offer

Underwriting Agreement means the Underwriting Agreement dated 20 August 2018 between Primary and the Underwriters, as described in section 7.10 U.S. Securities Act means the U.S. Securities Act of 1933, as amended

Eligible Retail Shareholder declarations

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Eligible Retail Shareholder declarations

IMPORTANT:

If you make an Application (whether by completing and returning your Entitlement and Acceptance Form with a cheque, bank draft or money order or making a BPAY payment), you will be deemed to have made the following declarations to Primary.

You:

• acknowledge and agree that determination of eligibility of investors for the purposes of the Institutional Entitlement Offer or the Retail Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Primary and the Underwriters;

• acknowledge and agree that Primary, the Underwriters and each of their respective affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law;

• acknowledge that you have read this Retail Information Booklet and the accompanying Entitlement and Acceptance Form in full;

• agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Retail Information Booklet and Primary’s Constitution;

• authorise Primary to register you as the holder of the New Shares issued to you;

• declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate;

• declare you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form;

• acknowledge that once Primary receives your Entitlement and Acceptance Form or your Application Monies via BPAY, you may not withdraw it (except as provided by law);

• agree to apply for and be issued up to the number of New Shares specified in your Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via BPAY, at the Offer Price per New Share;

• authorise Primary, the Underwriters, the Registry and their respective officers or agents, to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Registry upon using the contact details set out in the Entitlement and Acceptance Form;

• declare that you are an Eligible Retail Shareholder;

• acknowledge that the information contained in this Retail Information Booklet and the Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs, and is not a prospectus or product disclosure statement, does not contain all of the information that you may require in order to assess an investment in Primary and is given in the context of Primary’s past and ongoing continuous disclosure announcements to ASX;

• represent and warrant that the law of any other place does not prohibit you from being given this Retail Information Booklet and the Entitlement and Acceptance Form, nor does it prohibit you from making an Application for New Shares;

68 Eligible Retail Shareholder declarations

• acknowledge the statement of risks in the “Key Risks” section of the Investor Presentation, and that investments in Primary are subject to investment risk;

• acknowledge that none of Primary, its directors, officers, employees, agents, consultants, advisors, and the Underwriters or their affiliates, directors, officers, employees, agents, consultants or advisors, guarantees the performance of Primary, nor do they guarantee the repayment of capital;

• represent and warrant (for the benefit of Primary, the Underwriters and their respective affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, and are otherwise eligible to participate in the Retail Entitlement Offer;

• represent and warrant that you are not in the United States and you are not acting for the account or benefit of a person in the United States (to the extent you hold Primary Shares and are acting for the account or benefit of a person in the United States) and are not otherwise a person to whom it would be illegal to make an offer of or issue of Entitlements or New Shares under the Retail Entitlement Offer and under any applicable laws and regulations;

• understand and acknowledge that neither the Retail Entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction in the United States. Accordingly, you understand and acknowledge that the Retail Entitlements may not be issued to, taken up, purchased or exercised by, and the New Shares may not be offered or sold to, persons in the United States or persons who are acting for the account or benefit of a person in the United States (to the extent such person holds Primary Shares and is acting for the account or benefit of a person in the United States). You further understand and acknowledge that the Retail Entitlements and the New Shares may only be offered, sold and resold outside the United States in ‘offshore transactions’ (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S;

• represent and warrant that you are subscribing for Retail Entitlements and/or purchasing New Shares outside the United States in ‘offshore transactions’ (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S;

• acknowledge that each person on whose account you are acting has not and will not send this Retail Information Booklet, the Entitlement and Acceptance Form or any other materials relating to the Retail Entitlement Offer to any person in the United States;

• acknowledge that, if you decide to sell or otherwise transfer any New Shares, you will only do so in regular way transactions on the ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States;

• authorise Primary to correct any errors in your personalised Entitlement and Acceptance Form or other form provided by you;

• acknowledge that, if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Entitlement and Acceptance Form is not in the United States, and you have not sent this Retail Information Booklet, the Entitlement and Acceptance Form or any information relating to the Entitlement Offer to any such person in the United States; and

• agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and/or of your holding of Primary Shares on the Record Date.

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Notes

Notes

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Notes

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Notes

Corporate directory

Registered Office

Primary Health Care Limited Level 6, 203 Pacific Highway St Leonards NSW 2065 www.primaryhealthcare.com.au

Registry

Computershare Investor Services Pty Limited Level 4, 60 Carrington Street Sydney NSW 2000

Website

To view more information on Primary, including in relation to Primary’s business and operations, news updates, reports, publications and investor information, visit www.primaryhealthcare.com.au

Primary Health Care Limited Entitlement Offer Information Line Australia: 1300 850 505

International: +61 3 9415 4000

Open 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period

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www.primaryhealthcare.com.au