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CARE.COMMUNITY.COMPASSION.

NMC Healthcare LTD(in Administration)All Lender Update October 7, 2020

DRAFT

• This presentation is comprised of information that has been prepared by the NMC Healthcare LTD (in Administration) and certain of its subsidiaries (the Group) for information purposes only and contains only a high level and illustrative summary of the position of the Group as at August 31, 2020. This presentation does not constitute a financial product, investment, tax, accounting or legal advice (and should not be used as the basis for giving definitive advice), a recommendation to invest in the securities or purchase debt of the Group or any other person, or an invitation or an inducement to engage in investment activity with any person. This presentation has been prepared without taking into account the objectives, financial situation or needs of any particular recipient of this presentation, and consequently, the information contained in this presentation may not be sufficient or appropriate for the purpose for which a recipient might use it. Any such recipients should conduct their own due diligence, consider the appropriateness of the information in this presentation having regard to their own objectives, financial situation and needs, and seek financial, legal, accounting and tax advice appropriate to their particular circumstances.

• Richard Fleming and Ben Cairns of Alvarez & Marsal Europe LLP (“A&M”) were appointed as Joint Administrators of NMC Healthcare LTD on September 27, 2020 by the Abu Dhabi Global Markets court. The Joint Administrators act as agent for the Group without personal liability. The appointment of the Joint Administrators are personal to them and, to the fullest extent permitted by law, Alvarez & Marsal Europe LLP does not assume any responsibility and will not accept any liability to any person in respect of this update or the conduct of the Administration.

• No representation, warranty or undertaking (whether express or implied) is made by the Group, the Administrators or A&M as to the completeness, accuracy or fairness of the information contained in this presentation or whether this presentation is suitable for any recipient's purposes. In particular, but without limiting the general statements in this disclaimer, the financial information of the Group and its financial position in this presentation has been prepared based on preliminary investigations as at August 31, 2020 only and is subject to change. Such financial information may be updated from time to time and the numbers/amounts in this presentation have not been finalized, verified, audited or reviewed. This presentation contains a brief high-level overview of solely the matters to which it relates and does not purport to provide an exhaustive summary of all relevant issues.

• This presentation may include statements, estimates, opinions and projections with respect to anticipated future performance of the Group (forward-looking statements) which reflect various assumptions concerning anticipated results taken from the Group’s current business plan or from public sources which have not been independently verified or assessed by the Group and which may or may not prove to be correct. Such forward-looking statements reflect current expectations based on the current business plan and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Such forward-looking statements only speak as at the date of this presentation. It is up to the recipient of this presentation to make its own assessment of the validity of such forward-looking statements and assumptions and no liability is accepted by any member of the Group, the Administrators, A&M or any of their respective directors, officers, employees, agents, partners, affiliates, managers and professional advisers (together, the Group Parties) or any other person in respect of the achievement of such forward-looking statements and assumptions.

• The delivery of this presentation does not imply that the information herein is correct as at any time subsequent to the date hereof and, as set out above, remains subject to further finalization, verification and review. Other than in accordance with its regulatory disclosure obligations, the Group has no obligation whatsoever to update or revise any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof. This presentation has not been reviewed or approved by any rating agency, trading exchange or any other person.

• This presentation will be made available via the Group’s website to all note holders simultaneously on the date of issuance.

• To the fullest extent permitted by law, the Group, the Administrators and A&M will have no tortious, contractual or any other liability to any person (including any Third Party) in connection with the use of this presentation. The Group accepts no liability whatsoever to any person, regardless of the form of action, including for any lost profits or lost opportunity, or for any indirect, special, consequential, incidental or punitive damages arising from any use of this presentation, its contents or preparation or otherwise in connection with it, even if any Group entity or and the Advisor has been advised of the possibility of such damages.

2

Non-Disclosure / Non-Reliance

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Table of Contents

3

1 Trading Update 4

2 Restructuring To-Date Highlights 8

3 Actions to Complete Restructuring 12Administration 15

Claims Adjudication 20

Investigation 24

Operations 31

Trading 35

Finance & Liquidity 37

Financial Restructuring 42

Non-core Sales 51

4 Close 53

DRAFT

Impact from COVID resulted in higher occupancy but lower revenues due to lower re-imbursement rates compared to standard procedures. Recovery was faster than expected, with revenue performance exceeding business plan and prior year (in August); however, a second peak remains a risk

Source: NMC data, A&M analysisNote: Actuals and budget based on best estimate from multiple NMC report sourcesFigures shown for NMC Healthcare LTD excluding Trading, India, Kenya, Central and O&M costs

Impact of COVID on Revenue

Covid-19 impact on current Group trading (Gross rev. % Var)

(50%)

(40%)

(30%)

(20%)

(10%)

0%

10%

20%

Mar-20 Aug 20Jan-20 Feb-20 Apr-20 May-20 Jun-20 Jul-20

Gross revenue Variance (% MoM)

Var vs. PYVar vs. BP

UAE Last Twelve Months inpatient bed occupancy rate (%)

57%

69%65%

63%

57% 56%

83%80% 79%

82% 82%

92% 93% 95% 94%

87%

50%

60%

70%

80%

90%

100%

Aug-19

65%

Oct-19

Sep-19

82%

71%

Nov-19

Dec-19

Jan-20

66%

Feb-20

83%

Mar-20

Apr-20

77%

May-20

61%

Jun-20

53%

85%

Jul-20

53%Aug-20

UAE Hospitals Provita

2019 2020

Commentary

• While revenues were negatively impacted due to COVID, they bounced back post-lockdown and once hospitals were declared ‘COVID-free’• Occupancy rates for hospitals and Provita increased during COVID, both taking significant additional patients• The decline in revenue during the COVID-heavy months is a result of lower re-imbursement per patient rather than less patients. The strong revenue

recovery post COVID, is being driven by Outpatient activity, IVF and Cosmetics.

Covid-19 Impact

4

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Given a faster than anticipated recovery, actuals are ahead of business plan with a ~7% increase in top-line and tight cost control resulting in a significantly higher EBITDA than business plan

Source: NMC data, A&M analysis

Aug YTD Performance vs. Business Plan vs. Previous Year

Aug YTD detailed performance vs. business plan vs. previous year

Note: • Figures shown for NMC Healthcare LTD excluding Trading, Kenya and India• Figures are pre-IFRS-16 consistent with the Business Plan

2020A Business Plan 2019A

USD m Aug YTD Aug YTD Var Var (%) Aug YTD Var Var (%)Gross revenue 955.7 889.9 65.8 7.4% 1,055.9 (100.2) -9.5%

Denials / rejections & discounts (40.1) (30.6) (9.5) -31.0% (36.3) (3.8) -10.5%

Net revenue 915.6 859.3 56.3 6.6% 1,019.6 (104.0) -10.2%

Direct labour (344.0) (349.2) 5.2 1.5% (347.3) 3.3 0.9%

Clinical expenses (135.8) (129.0) (6.8) -5.3% (145.7) 9.9 6.8%

COGS (73.7) (78.8) 5.1 6.5% (90.4) 16.7 18.5%

Other direct costs (20.8) (18.9) (1.9) -9.9% (27.4) 6.6 24.1%

Indirect labour (133.7) (134.8) 1.1 0.8% (146.9) 13.2 9.0%

Other indirect expenses (92.2) (100.2) 8.0 7.9% (115.9) 23.7 20.4%

EBITDAR 115.4 48.4 67.0 138.4% 146.0 (30.6) -21.0%

Rent (64.3) (58.8) (5.5) -9.3% (69.0) 4.7 6.9%

EBITDA (Before one-offs and restructuring costs) 51.1 (10.4) 61.5 n.m. 77.0 (25.9) -33.6%

5

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6

Performance Improvement

Source: A&M analysis1 - Figures not drawn to scale2 – Achieved improvements excluding other indirect expenses – validation in progress3 – Rent benefit under validation due to ongoing lease negotiations

On track At risk Delayed

Workstream Status Accomplished to date

Benefit achieved to date(USDm, YTD20)

Central cost reduction1

Site headcount reduction

Site closures and sell-offs

Site procurement reduction

• Accelerated FY20 labor reduction with 97 FTEs reduced since March

• Cost control (maintenance, other indirect spend)• Incorrect adjustment for IFRS16 in the budgeting

process

• COVID-related initiatives (e.g. salary cuts, furloughs) enabled containment of labor cost; expected to meet FY20 target

• Closed CS Jumeirah and CS Oman, settlements underway

• Oman cluster sale process ongoing• Brightpoint options under review

• Achieved savings across pharmacy and drug operations, medical consumables, medical equipment, and indirect procurement

Rent optimization2

• Developed master tracker for all active and recently terminated leases

• Partially validated rent reduction and lease termination savings

Site extension

1

2

3

4

5

Preliminary figures – Validation ongoing

• Extensions (Al Nahda and DIP Blue) are delayed due lack of available liquidity

• Payment of existing liabilities is required to get back on track

Target FY20 0.0

0.5Achieved YTD20

Target FY20 0.0

Under validationAchieved YTD20

-0.3

0.0Achieved YTD20

4.3Target FY20

13.4Achieved YTD20

4.4Target FY20

3.3Achieved YTD20

3.1Target FY20

3.5Achieved YTD20

Target FY206

Total11.6Target FY20

20.7Achieved YTD20

On track At risk Delayed

Workstream Status Accomplished to date

Benefit achieved to date(USDm, YTD20)

Central cost reduction1

Site headcount reduction

Site closures and sell-offs

Site procurement reduction

• Accelerated FY20 labor reduction with 97 FTEs reduced since March

• Cost control (maintenance, other indirect spend)• Incorrect adjustment for IFRS16 in the budgeting

process

• COVID-related initiatives (e.g. salary cuts, furloughs) enabled containment of labor cost; expected to meet FY20 target

• Closed CS Jumeirah and CS Oman, settlements underway

• Achieved savings across pharmacy and drug operations, medical consumables, medical equipment, and indirect procurement

Rent optimization2

• Developed master tracker for all active and recently terminated leases

• Partially validated rent reduction and lease termination savings

Site extension

1

2

3

4

5

Preliminary figures – Validation ongoing

• Extensions (Al Nahda and DIP Blue) were delayed due lack of available liquidity

• Payment of existing liabilities is required to get back on track

Target FY20 0.0

0.5Achieved YTD20

Target FY20 0.0

Achieved YTD20 Under validation

-0.3

0.0Achieved YTD20

4.3Target FY20

13.4Achieved YTD20

4.4Target FY20

3.3Achieved YTD20

3.1Target FY20

3.5Achieved YTD20

Target FY206

Total11.6Target FY20

20.7Achieved YTD20

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Table of Contents

7

1 Trading Update 4




Investigation 24

Operations 31

Trading 35



Non-core Sales 51

4 Close 53

DRAFT

8

Since April 2020, the Company has completed Stabilization and Preparation Stages, and now, in ADGM Administration, is on track to execute a restructuring plan, with the objective to exit ADGM in H1 2021

Restructuring Process Overview

PHASE 3The Restructuring Plan or Sale of Core

PHASE 2 Preparations for ADGM Administration

Ongoing and Improved Communication to Key Stakeholders

PHASE 1Stabilisation & Common Information

Platform

1

2

3

Key Deliverables: Business plan, Investigations, Court process, restructuring

options, recovery analysis

Key Deliverables: Appointment of Administrators, AFF1, non-core disposals

Phase 3 Key Activities and Deliverables:• Administration Funding Facility (“AFF”) syndication• Claim adjudication, debt mapping and entity priority

model

• Deliver investigation report

• Prepare and negotiate plan of reorganisation term sheet

• Run core asset sale process

• Exit through plan of reorganisation or sale of core

• Completing non-core disposals, including Trading• Preparation launch to litigate against wrongdoers

• Implementation of performance initiatives

• Reconstruction of the finance function and reporting processes

Note: Administration Funding Facility relates to $325m of new money

DRAFT

9

Significant progress has been made to restructure the Company, with the recent appointment of Administrators in ADGM providing the platform and stability to complete its financial and operational restructuring

Restructuring To-Date Highlights

Financial Restructuring / Administration

Richard Fleming, Ben Cairns and Mark Firmin appointed Joint Administrators of NMC Health PLC on April 9, 2020

Onboarding of the A&M team completed smoothly without disruption to business operations

CoCom established with regular engagement with the Company

Dual track insolvency venue (Chapter 11 and ADGM) undertaken to provide the Company with flexibility to achieve restructuringobjectives. Ultimate decision made to pursue an Administration in the ADGM courts in order to provide a debt moratorium/stable platform in the most cost efficient and expedient forum

Arranged an initial bridge facility of $50m, later increased to $68m to ensure ongoing sufficient liquidity

Commenced sales processes for non-core assets which will boost liquidity

New NEDs appointed to NMC Healthcare LTD (formerly LLC) Board with regular meetings held

Richard Fleming and Ben Cairns appointed Joint Administrators of NMC Healthcare LTD and 35 group entities (the “Company”) by order of the ADGM courts on September 27, 2020

Secured financing ($325m Administrative Funding Facility) which, along with proceeds from non-core disposals, will ensure sufficient funding throughout the Administration. The process comprised market testing and constant communication with lenders to ensure a transparent process and sufficient funding

Operations

Clinical quality metrics and outcome required to ensure appropriate standards of care

Collected and catalogued all licenses

Review of all IT systems to manage access

Detailed bottom up integrated 3-year business plan completed, as presented on August 19. Current YTD performance is ahead of the 2020 forecast. The business is ready for a second wave

Detailed site by site financial analysis was undertaken, to determine areas of opportunity

Performance improvement initiatives identified. Focus moved to tracking and supporting delivery, while identifying / implementing further measures

Procurement team established. Head of Procurement and key team members have been recruited

New Head of IT recruited, and team reorganisation / streamlining has begun

DRAFT

10

Significant progress has been made to restructure the Company, with the recent appointment of Administrators in ADGM providing the platform and stability to complete its financial and operational restructuring

Restructuring To-Date Highlights (continued)

Non-Core

Asset sale and wind down of Trading almost completed

Tender process undertaken and PWP chosen as M&A Advisor for Luarmia and Aspen and Moelis as advisor for Saudi JV

Review and decision to launch sales process for Aspen & Luarmia. Expected to complete by December 2020 / January 2021

Vendor & legal due diligence completed for Aspen & Luarmia

Reviewing options for Saudi JV & Oman

Finance & Liquidity

Signatories changed & A&M added as verifiers before payments released

Maintained payments to critical suppliers and payroll in a period of extremely tight liquidity

STCF forecast developed

Built daily cash report to monitor cash per bank account / activity

Identified additional cash opportunities

Identified and hired recruits to strengthen finance team including VPs of Treasury and Procurement

Financial clean-up & initial restatements commenced

Reconstructed balance sheets for 36 entities to support ADGM Administration filings

Investigations Materially advanced compiling evidence of financial misstatements dating back to 2012

Investigation is well progressed, with a good understanding of the nature of the fraud and dissipation of assets. Claims and litigation strategy now being developed

DRAFT

Table of Contents

11

1 Trading Update 4




Investigation 24

Operations 31

Trading 35



Non-core Sales 51

4 Close 53

DRAFT

12

With the Company in Administration, the Company has the secure platform to execute a financial and operational restructuring, undertake a claims adjudication process and commence the pursuit of claims against wrongdoers

Actions to Complete Restructuring

Key Steps/Workstreams Outcomes

Maximising return to stakeholders

Save the business

Pursuit of wrongdoers

Goals

Finalise financial restructuring through exit of the plan of

reorganisation or sale of core by H1 2021

Ready to launch litigation against wrongdoers

Viable and stable business focused on core operations,

supported by sustainable capital structure

Administration:• Recognition and enforcement• Debt moratorium• Claims adjudication• Exit mechanism via creditor vote

Restructuring:• AFF Syndication• Prepare and negotiate plan of

reorganisation• Run sale of the core

Finance:• Maintenance liquidity, control cash• Financial clean-up and improved

reporting• Rebuilding finance team

Operations: • Quality of patient care• Performance improvement initiatives and

cost optimisation

Investigations:• Preparation of litigation strategy• Secure litigation funding• Commence pursuit of wrongdoers

Non-core:• Complete current disposals• Implement options for Saudi JV & Oman

Cost-efficiency

DRAFT

13

Below we set out an overview of the key workstreams required as part of the Administration process

Notes: 1Scheme of Arrangement or Deed of Company Arrangement as an exit mechanism from Administration2The agreement which governs the relationship between PLC and the Company in respect of joint claims, notably sharing information, funding and allocation of proceeds

Workstream Timeline

Sep October January February MarchNovember December

Adm

inist

ratio

nRe

stru

ctur

ing

Fina

nce

Appt of JA

Short Term Cash Flow Forecast Liaising with and reporting to AFF lenders

Inve

stig

atio

nsNo

n-Co

re

Assessment of claimsRequest claims Outcome of Claims Scheme/DOCA voting

Plan of Reorganisation

Scheme/DOCA1 or Sale of Core

PoR Framework discussions with AFF and Cocom

Long Form Term Sheet Negotiations

Prepare marketing materials for Core Asset Sale

Lock Up Agreement

Scheme/Deed of Arrangement

Debt-Mapping and EPM

Recognition of Appointment, Reporting, Oversight of operations, liquidity and asset disposals

Appointment of key Finance team personnel, including appointment of CFO and driving transformation

Luarmia and Aspen sales

Review DependentSaudi JV and Oman Strategic reviews

AFF Syndication

Launch ProcessAgree Sales Process

Preparation of Marketing Materials

Dataroom open / VDD conducted

VDD firm apptDD materials to

AFF lenders

Based on strategy checkpointContinue evidence collection, memo preparations and assessment of claims

Strategy checkpoint

Investigation Protocol between PLC and LTD to be agreed

Possible Core Asset Sale

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Table of Contents

14

1 Trading Update 4


3 Actions to Complete Restructuring 12Administration 15Claims Adjudication 20

Investigation 24

Operations 31

Trading 35



Non-core Sales 51

4 Close 53

DRAFT

15

NMC Healthcare LTD and 35 of its subsidiaries (the ‘Companies’) were placed into Administration on September 27, 2020 by order of the Abu Dhabi Global Market (‘ADGM’) Court. Ben Cairns and Richard Fleming of Alvarez & Marsal were appointed Joint Administrators

Administration process

Control, oversight and governance

Recognition

Protection

Financing

The Joint Administrators are officers of the Court and have the statutory authority to act, and do all things necessary, in relation to the Companies. They have powers which mean they are able to make decisions. The Joint Administrators have delegated certain functions back to the management team, including clinical and medial oversight. The management team remain in situ and will continue to implement the proposed operational improvements.

Orders made by the ADGM Court (including the Administration orders) are enforceable onshore in the UAE. The Joint Administrators plan to seek onshore enforcement of the Administrations (and associated moratorium), and recognition and enforcement in the DIFC Court.

The commencement of the Administrations provide a statutory moratorium from adverse creditor action against the Companies. Creditors are not able to commence or continue any action (to recover debts or repossess assets) without leave of the court. The Companies now have the protection and ‘breathing space’ they need to continue to deliver quality services and can now focus on the launch of the proposed financial restructuring.

The ADGM insolvency legislation enables companies in Administration to secure priority financing. The ADGM courts approved the funding application made by the Joint Administrators on September 27, 2020. As such, the Companies now have access to $325m of priority financing which will be used within the operations, creating stability and a path to bridge to the proposed restructuring. Furthermore, non core asset sales will be utilised to assist financing needs.

Duties & powersThe Joint Administrators have a primary duty to act in the best interest of creditors as a whole. They also have certain statutory powers to investigate the affairs of the Companies, including interviewing individuals who may have information relevant to the circumstances leading to the insolvency.

ReportingWhilst the Joint Administrators intend to continue communicating with the lenders in the same way we are today, they do have certain statutory obligations with regards to reporting to all creditors. Key reporting includes the Proposals document (issued within 8 weeks of appointment) and 6 monthly Progress Update reports. If a Committee of Creditors is formed, updates will be provided to committee members at meetings.

DRAFT

16

The Joint Administrators and their team have already carried out certain actions that are either required by statute or are important for the implementation of the overall Administration strategy. The most important of these are summarised below

Administration process – statutory actions to date

• COMI Shift: Transition of the head office function of the Company to the ADGM, where those head office functions, the Joint Administrators, and meetings of the board are being held

• Consent protocol: A formal consent protocol has been agreed between the Joint Administrators and the Companies’ Executive Directors. This delegates certain powers back to the Executive Directors that otherwise would have remained with the Joint Administrators and is consistent with the overarching intention for the Administrations to be ‘light-touch’ to enable the Executive Directors to have sufficient autonomy in respect of operational decision-making

• Suppliers: We have communicated the fact of Administrations to the suppliers of the Companies, setting out updated terms and conditions of trade and new purchase order approval processes

• Employees: Employees of the Companies are being written to advising them of the appointment of the Joint Administrators. We are being careful to ensure that these communications reassure employees that their roles remain the same and that patient/customer operations are not expected to change, save for operational improvements and a strengthening of overall governance

• Landlords: Landlords are being written to advising them of the Administration appointments

• Advertisement: In line with statutory requirements, an advert has been placed in The National, a UAE news publication, notifying any reader of the Administrations. Additionally the ADGM Registrar has also advertised the Administration on its website

• Disclaimers: We have coordinated with the Companies’ IT team to ensure that the necessary statutory disclaimers have been placed on the Companies’ websites, employee emails and business documentation

• Creditor Listing: The Joint Administrators are in the process of compiling a list of creditors, including trade creditors

• Seeking further Court direction: We are working with our legal advisers to consider areas where we might need further Court direction. One of these is requesting permission to communicate by email to the Companies’ creditors (rather than by post) and to use an online Portal for creditors to submit their claims. We expect to be submitting a Court application in relation to this in the next week-or-so

• Systems and record-keeping: The Joint Administrators are required to keep their own records of the Companies’ day-to-day trading, as well as the costs and expenses associated with the Administrations, which has to be done on an entity-by-entity basis. Consequently, a lot of work has been done to align the Companies’ financial reporting in this way and develop a process whereby periodic reports can be imported into the Joint Administrators’ own records

• Bank account opening: As part of Joint Administrators’ statutory requirements and the overall improvements to operations and corporate governance, we are in the process of opening designated bank accounts for each Company in Administration

• Insurance: We are working closely with insurance providers to ensure the necessary cover is in place

DRAFT

17

Below we set out an overview of the statutory reporting requirements as part of the Administration process

ADGM Administration Statutory Reporting Timeline

Sept October January February MarchNovember December April

Date of Appointment

(27 Sept)Issue Proposals (8 Nov)(within 8 weeks of DoA)

Sets out proposed strategy for Administrations, dividend

prospects and likely exit route

Establish Committee of Creditors (CoC)

Min 3, Max 5 members. CoC act as representative of body of creditors. CoC have no formal obligation to

communicate with creditor body. Role is to consult with, and assist, the

Administrators in fulfilling their duties. The CoC cannot direct the

Administrators in relation to conduct of the Administration. CoC receive

informal adhoc updates

6 monthly Progress Report

(Cut off 27 Mar Issued by 27 Apr)

First CoC meeting(within 6 weeks of

establishment)

Regular CoC update meetings(including remuneration updates)

Administrators Report of Remuneration

(after CoC established)

Directors to submit a

Statement of Affairs

(As soon as reasonably practicable)

Initial Meeting of Creditors (if

requisitioned)(within 10 weeks of

DOA)

AFF and wider lender group reporting

Assessment of claims

Outcome of Claims

Request creditors submit Proof of Debt

(POD) claims

Repo

rting

& C

redi

tors

Mee

ting

Stat

emen

t of A

ffairs

& C

redi

tors

Com

mitt

eeCl

aims

DRAFT

18

Remit and Role of the Committee of Creditors

Membership

Constituted of between 3 and 5 members.

Committee members to be self nominated and should represent the interests of the main body of unsecured creditors. The nomination process will be set out in the Administrators Proposals (to be issued per the timetable).

Committee membership is voluntary and committee members are not remunerated for their time acting on the Committee.

Role & Purpose

Purpose of the Committee is to assist the officeholders in fulfilling their duties which includes assisting the Administrators with key decisions (for example regarding asset recovery strategies).

The Administrators are required to consider Committee views but are not directed by those views. Ultimate decision-making remains with the Administrators who are responsible for all actions taken during the Administration.

The Committee will agree the basis of the Administrators’ remuneration, subject to the approval of the Majority Financiers under the AFF, and the Administrators’ right to seek an order from the court if any portion of their remuneration is not approved.

Committee members are required to comply with certain confidentiality requirements and will be required to enter into a separate confidentiality agreement.

The Committee will also coordinate with other finance creditors, albeit they do not have a legal obligation to do so.

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Table of Contents

19

1 Trading Update 4



Claims Adjudication 20Investigation 24

Operations 31

Trading 35



Non-core Sales 51

4 Close 53

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20

In preparation for the proposed restructuring, the Joint Administrators intend to request financial creditors submit claims and provide all relevant supporting documentation. Claims will then be assessed with a view to determining the value and number of claims eligible to vote in the proposed restructuring

Claims Adjudication

Application to Court for

permission to use Portal

Joint Administrators to identify a list of

creditors

Instructions for info gathering and proof

form to be uploaded on

website

Possible application to court for permission to distribute to unsecured

creditors

Eligible creditors entitled to vote on

scheme

Appropriate provision for

disputed claims in Scheme

1

Early Oct

2

Mid Oct

Formal call for proofs to be made via Portal

Court sanction of Portal and distribution

Deadline for submitting proofs

JAs issue decisions on claims

Period for creditors to challenge rejections

3

Late Oct

4 5 6

End of Nov Dec Jan / Feb 2021

DRAFT

21

Financial creditors will be asked to provide full supporting information in respect of any claim they make. We set out some of the key elements below

Draft Information Request Extract

Category 1 – Background to transactions / arrangements with the relevant Company1. Please identify the Company in respect of which you claim the existence of a claimed debt2. Please provide details of all the individual(s), at the Company or the relevant Group Company(s), with whom you had dealings in respect of the creation and

documentation of financial arrangements/claimed debt.3. Please provide details of the individual(s) and/or representatives of the creditor who dealt with the Company or relevant Group Company(s) in respect of creation and

documentation of the financial arrangements/claimed debt, including all current and previous relationship managers of the creditor for the Company / the Group Companies.

4. Please provide details of the history of your relationship with the Company / the Group Companies, since 2012 including a list of the facilities / accounts made available and their respective utilisation including the dates and periods of such arrangements or dates approved and utilisation balances at 31 December in each year.

5. Please provide details of how the financial arrangement/transactions giving rise to the claimed debt as at DoA originated.6. What was the purpose of the financial arrangement/transaction pursuant to which the claimed debt arose?7. Please provide details of the lawyers and other professional advisers (as appliable) engaged by you and with whom they interacted from the Company / the relevant

Group Companies at the relevant time in connection with the financial arrangement / transaction pursuant to which the claimed debt arose? If the transaction involved a Group Company, what information was provided to you as to whether the Group Company's lawyers/professional advisors were also instructed by the Company?

Category 2 – Documents8. Please provide copies of all documents connected to the claimed debt, including all contracts, executed facility and other finance documentation (and any variations

thereto), corporate authorisations, legal opinions, utilisation request(s), copies of all reporting and financial information produced to you by the Company / the Group Companies, invoices and statements of account.

9. Please provide full details and supporting documentation by which the Company entered into obligations to you, together with evidence produced to you to establish that the Company was duly authorised to enter into such obligations. Please provide copies of all resolutions, board minutes, confirmations or other relevant documentation from the Company's board, authorisation legal opinions and any correspondence (including requests made by you) relating to the same.

10. Please confirm the extent and nature of due diligence which you undertook in respect of the Company and/or the Group Companies prior to or post entering into the financial arrangement / transaction with the Company / the Group Companies and provide copies of all information produced to you by the Company / the Group Companies.

11. Where applicable, please provide copies of all account opening forms, terms and conditions and related documents, bank mandates including specimen signatures for all the Company and/or Group Company personnel mandated to operate the facilities.

Category 3 – Financial Information12. Please confirm the outstanding balance on the facility (to include itemised capital and interest) as at DOA. Please provide a full set of account statements showing all

advances and repayments (including interest). If you have received payments or made advances post DOA, please provide full details and an up to date statement of account. All principle, interest and fees should be itemised separately.

13. Please provide details of the Company / relevant Group Company’s bank account into which each draw-down was advanced.14. Please provide details of bank account(s) from (and into) which all payments from the Company / the Group Company(s) were received.15. Please provide details of all amendments, waivers, variations or extensions to the facility / contract. Please provide details of the circumstances of all such amendment,

variation or extension arrangements and confirm the Company / Group Company personnel with which such arrangements were made, together with copies of all correspondence and other documentation related to the same.

Category 4 – Other dealings with the Company / Group Companies16. Please provide details of any other arrangements / transactions between you (or your affiliates) and the Company, any other Group Company or person or entity

connected to the Company or its group, in the past six years.

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22

Claims will be summarised by creditors on a Proof of Debt form. We set the main elements of this form below

Draft Proof of Debt Form Extract

1 Creditor Name(If a company, please also state company registration number)

2 Address of creditor for correspondence

3 Email address for creditor

4 Total amount of claim and outstanding uncapitalised interest (plus any applicable taxes)

Note: Any trade or other discounts (except discount for immediate or early settlement) which would have been available to the company but for the insolvencyproceedings, should be deducted from the above claim where relevant.

Where any payment is made in relation to the claim or set-off applied after date of administration, this should also be deducted.

For the purpose of proving for any debts incurred or payable in a currency other than United States Dollars (USD), the amount of those debts must be converted into USDat the official exchange rate prevailing on the relevant date. "The official exchange rate" for these purposes is the middle market exchange rate of the Central Bank of theUnited Arab Emirates at the close of business, as published for the relevant date in question. For the purposes of verification, please also specify the claimed debt in itsoriginal currency as well the exchange rate you have applied.

5 If the amount in 4 above includes outstanding uncapitalised interest, please state the amount

6

Details of any documents by reference to which the debt can be substantiated.

Please attach copies of the key documents substantiating the claims.

(Note that the office-holders may call for any further documents or evidence to substantiate the claim at their discretion.)

7 Particulars of how and when the debt was incurred by the Company

8 Particulars of any security held, the date it was given, and the value which the creditor puts on it.

Please note that with permission of the Court and, in certain circumstances, the agreement of the officeholder, a secured creditor may at any time alter the value whichthat creditor has put upon a security in a proof.

9 Particulars of any reservation of title claimed, in respect of goods supplied to which the claim relates

10 Preferential status - Give details of whether the whole or any part of the debt falls within any (and if so which) of the categories of preferential debts under section 227 of,and schedule 8 to, the ADGM Insolvency Regulations 2015 (as amended).

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Table of Contents

23

1 Trading Update 4




Investigation 24Operations 31

Trading 35



Non-core Sales 51

4 Close 53

DRAFT

The documents created in, and the outputs of, the ongoing forensic investigation are confidential and legally privileged. The information provided in these slides is strictly without prejudice to that confidence and privilege, and no waiver of privilege is intended.

The Administrators’ Investigation team are working with legal advisers (Quinn Emanuel) to develop their legal strategy to recover losses and obtain compensation for damage which was done to NMC as a result of the fraud.

Evidence compiled to date shows that:

a) published financial statements were misstated dating back to at least 31 December 2012;

b) money and property was misappropriated from NMC;

c) the perpetrators sought to make NMC liable for debt of which it never received the benefit, or sufficient benefit; and

d) NMC’s losses are likely to be in the region of billions of dollars.

The Joint Administrators have identified a number of potential claims and are now in the process of seeking advice on (a) the merits of those claims, and (b) the appropriate forum in which to pursue them.

24

Overview of current statusAdministration Investigation – Claims identification & Assessment

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25

Claims have been identified based on factual evidence, with assessment of merits, including legal merits, now in progress. Further work continues to progress rapidly to further evidence claims including asset assessments and potential quantum

Administration Investigation – Claims identification & Assessment

Workstream Completed Actions Remaining Objectives

1. Establishing, explaining and documenting the evidential fact base of the fraud

Established understanding how fraud perpetrated and by whom

Established evolution and chronology of various fraud schemes

Identified potential defendants Identified methods of dissipation

• Further evidence for claims: detailed evidence that will guide strategy and support the launch of claims to be collated with input of QE

2. Assessment of enforceability of judgments against potential defendants

Analysis of ability to enforce judgments against potential defendants

Identification and monitoring of other party actions

• Tracing of stolen property.• Continued monitoring of other actions / perpetrator dissipations.

3. Detailed review focused on potential collusion by financiers

Identified a number of financiers in respect of which there is prima facie evidence of collusion

Detailed reports compiled of evidence against those financiers

Preliminary classification to guide priority of further review

• Relevant financiers to be reviewed in detail – merits assessment and action plan to be compiled.

• Further cases where a preliminary review needed to assess if fuller review is merited - if progress to fuller review, merits assessments and action plan to then be completed.

• Initial assessment of certain other parties.

4. Detailed review focused on parties who failed in their duties to NMC

Information gathering from third parties Interviews conducted, including with former directors Document review completed Information protocol established to preserve

information

• Memos focused on evidence base to be completed.• Experts to be formally retained.• Preparation and launch of recovery actions.

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26

Initial claims are well defined and supported by evidence .The investigation continues to progress rapidly.



5. Proprietary claims (e.g. tracing) with evidence

Evidence gathered for proprietary claims linked to dissipations (including acquisitions, property and loans).

Assistance provided linked to various operational situations involving these proprietary assets.

• Preparation and launch of recovery actions.• Tracing of further proprietary claims that have been flagged.

6. Interview and witness statements production

Fact finding interviews completed Process agreed and underway to record evidence

• Ongoing interviews to develop evidence • Record evidence• Identification and development of further witnesses

7. Potential Claim(s) against Professional Advisors

Mapping of professional advisors’ roles since IPO. Preliminary initial red flag assessment of professional

advisors.

• Prioritised assessment of the work of flagged advisors.• Reviews of certain prioritised professionals to be conducted.

8. Identification and assessment of additional potential defendants

Initial identification of additional potential defendants by reference to fact base established

Initial collation of preliminary evidence to review

• Prioritised assessment of the potential additional defendants based on merits assessments.

• Initiate information gathering where appropriate.• Strategy linked to other defendants to be prepared.

9. Electronic and hard copy evidence preservation and gathering

74TB+ of electronic and hard copy documentation secured to the investigation database

Evidence secured from the Companies, external advisors, ex-employees and whistleblowers

• Ongoing preservation, processing and review of data and documents from UAE, UK and India.

10. Periodic reporting, litigation funding and reporting

Periodic reporting to CoCom and Committee of Creditors

Support and preparation for ADGM Administration Litigation funding pursued up to initial terms

negotiations

• Reporting to Committee of Creditors.• Obtain funding, including for additional claims as identified for

ADGM entities.

11. Asset Recovery / Legal Strategy with legal merits assessment

Initial strategy outlined Areas of immediate focus determined

• Iterations of detailed strategy in light of evidence.• Legal merits assessment on strategy.

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27

Workstream timelineAdministration Investigation – Claims identification & Assessment

October November December January February March

04 11 18 25 01 08 15 22 29 06 13 20 27 03 10 17 24 31 07 14 21 28 7 14 21 28

Evidential fact base of the general fraud

Workstream 1

Evidence gathering to support launch of claims - including: • The fraudulent activities• Perpetrators• Colluding parties• Benefits Derived• Professional advisors• Other parties with duties

Asset assessment of potential defendants

Workstream 2

Tracing of stolen property

Assessment of enforceability of judgments

Continued monitoring of other actions / perpetrator dissipations

Financiers

Workstream 3

Initial financiers identified to be reviewed in detail for potential collusionPreliminary review of further potential defendantsInitial assessment of other parties where required

Administration Investigation – Claims identification & AssessmentPre-actions and launch of Claim(s)

Strategy check point

TBC based on strategy check point



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28



04 11 18 25 01 08 15 22 29 06 13 20 27 03 10 17 24 31 07 14 21 28 7 14 21 28

Parties who failed in their duties to NMC Workstream

4Memo focused on evidence base for claimPreparation and launch of recovery actions

Proprietary claims

Workstream 5

• Preparation and launch of recovery actions

• Tracing of further proprietary claims that have been flagged

Interview and witness statements production

Workstream 6

Ongoing interviews to identify fact based and supplement evidencePreparing records of evidence with QEIdentification and development of further witnesses

Professional AdvisorsWorkstream

7Prioritised assessment of the work of flagged advisors Reviews of certain prioritized professionals to be conducted


Pre-actions and launch of Claim(s)






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29



04 11 18 25 01 08 15 22 29 06 13 20 27 03 10 17 24 31 07 14 21 28 7 14 21 28

Identification of additional potential defendants

Workstream 8

Prioritised assessment of the potential additional defendants Initiate information gathering where appropriateStrategy linked to other defendants to be preparedElectronic and hard copy evidence preservation

Workstream 9

Ongoing preservation, processing and review of data and documents from UAE, UK and India

Periodic reporting, litigation funding and reporting

Workstream 10

Reporting to Credit committee and CoCom

Pursuit of funding for additional claims as identified

Asset Recovery Strategy

Workstream 11

Iterations of detailed strategy in light of evidence Legal merits assessment on strategy


Pre-actions and launch of Claim(s)






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Table of Contents

30

1 Trading Update 4




Investigation 24

Operations 31Trading 35



Non-core Sales 51

4 Close 53

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31

Reviewing and ensuring current levels of clinical care are appropriate, with relevant insurance coverage and understanding ‘true’ historic performance

Operations


Operational Assessment

Assessed site by site clinical performance through detailed review of clinical quality metrics and outcomes

Benchmarked at a high level clinical complaints and malpractice cases, as another measure of clinical standards and potential areas of risk.

On a facility by facility basis, reviewed staffing levels, turnover and key people metrics, to ensure sufficient/well trained staff were in place to deliver high standards of care

Visited a number of the key facilities to undertake a high level visual assessment of the quality of infrastructure and repair of facilities.

• Continue to monitor• Establish a Clinical Governance Committee

Historical Performance

Undertook assessment of a variety of systems and data sources to ascertain where/how the fraud was perpetrated and determine the ‘best available’ source of historical data.

In determining the ‘best available’ data source, undertook a series of (un-audited) verifications

Developed high level preliminary un-audited (subject to change) restatement of 2018 FY audited key results and 2019 HY reviewed results

Conducted site by site reviews to understand key levers/impacts of performance

Created an internal benchmarking report identifying best performers and outliers on a site by site basis across a range of metrics

• Continue to refine accuracy of historical results through the Finance workstream

• Like for like comparison of actual performance vs. business plan

Medical Malpractice Ensured Medical Malpractice insurance is in place and not affected by Administration or ADGM • Continue to monitor

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32

Developed 3 year business plan, ensured continuity of supply through liquidity crisis, review IT security and work on resolving license issues

Operations


Business Plan

Built bottom up, site by site a 3 year consolidated business plan FY20-22.

Identified and incorporated into the business plan a range of performance improvement initiatives, markedly improving the 3 year EBITDA

• Support implementation of performance improvement initiatives • Establish PMO and validation of benefit achieved

Procurement

Managed suppliers through liquidity crisis, (where some had stopped supply) to maintain minimum supply and allow hospitals to continue to operate through COVID

Supported in recruitment and onboarding of Head of Procurement and one category head

Identified and began implementation of cost savings initiatives Worked with cross functional teams to develop and implement

new centralized, robust Purchase Order process and spend controls

• Work with newly appointed Head of Procurement to implement robust procurement processes and policies to increase spend control and discipline

• Support teams with initiatives to implement business plan initiatives

• Manage payment of past dues (pre-ADGM as appropriate) and move suppliers to standard terms

IT Security & Optimisation

Reviewed access across all systems, to ensure only current employees are able to login into these

Identified areas of improvements for information security Supported recruitment and onboarding of new Head of IT Identified areas of cost savings and commenced

implementation of these Smooth transition of companies to ADGM is provided

• Support implementation of cost savings initiatives• Complete the transition to a new organizational structure in IT• Support implementation of consolidation software• Support team with information security initiatives• Initiate data governance implementation

Licenses

Collected and catalogued all licenses and associated documents

Explored and developed options to amend licenses Supported entry into ADGM for 36 entities, removing the need

to amend these licenses

• Complete amendments as required for remaining impacted licenses

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33

Workstream timelineOperations

Phase 3 – Restructuring Plan or Sale of Core

October November December January February March4 11 18 25 1 8 15 22 29 6 13 20 27 3 10 17 24 31 7 14 21 28 7 14 21 28

Operational Assessment

Establish Clinical Governance Committee

Business Plan

Support implementation of performance improvement initiativesIdentify further opportunities to drive bottom line performanceTrack progress against deliverablesSupport in developing revised FY21 Budget

Procurement

Manage payment of past dues (pre-ADGM as appropriate) and move all suppliers to standard termsImplement robust Procurement Processes & DisciplinesConsolidations of suppliers based -creation of preferred suppliersSupport in identification and implementation of cost savings initiatives

IT

Support implementation of cost savings initiativesSupport Data center relocationComplete the transition to a new organizational structure in ITSupport implementation of consolidation softwareSupport team with information security initiativesInitiate data governance implementation

Licenses Process other license changes

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Table of Contents

34

1 Trading Update 4




Investigation 24

Operations 31

Trading 35Finance & Liquidity 37


Non-core Sales 51

4 Close 53

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35

Responsible for distribution of products across UAE mainly in healthcare, consumer and education. In April 2020, the decision was made to launch a sales process

Trading


TADS LLC sale process Sale process completed on May 19 Total transaction value of AED 8.7M received

• N/A

New Medical Center Trading LLC: Transfer of principal contract associated assets & liabilities

Transaction closed with three distributors Net cash generated c. AED60m, reduced payables of

c. AED40m• Execute remaining balance transfers

New Medical Center Trading LLC: Sale of assets and liabilities

Registered interest of +35 parties receiving 5 binding offers Signed SPA with Yas Holding for a final price of up to AED 45M Engaged with secured lenders on respective assets and obtained

support to execute the transaction

• Finalise the transfer of vehicles and leasing contracts (underway)• Transfer of other fixed and movable assets, subject to release of

existing securities• Receive funds in escrow, pending final Condition Precedents

Cytomed LLC Sales Process Registered interest of 17 parties receiving 3 binding offers Signed SPA with Yas Holding for a final price of AED 50M Obtained support to execute the transaction from secured lenders

• Obtain authorisation for the sale of the shares held by the nominee• Execute and close transaction• Receive funds in escrow, pending final Condition Precedents

Expected up to AED c. 200m proceeds to be generated through series of entity sales as well as “controlled” winddown

Facilitated the transfer of 600-800 employees

Avoided a disorderly “uncontrolled” wind-down - likely to have resulted in proceeds of c. AED50m and employee terminations

Sales process results

Note: NMC Trading waterfall will only be determined once the debt mapping has sufficiently progressed, as part of the Financial Restructuring workstream. Expected completion of the remaining transactions by end of December 2020

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Table of Contents

36

1 Trading Update 4




Investigation 24

Operations 31

Trading 35

Finance & Liquidity 37Financial Restructuring 42

Non-core Sales 51

4 Close 53

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37

Focus on managing liquidity, ongoing reporting and ultimate handover of STCF to NMC staffFinance & Liquidity Workstream


Short term liquidity, cash management and payments

Maintained payment to critical suppliers and payroll in a period of extremely tight liquidity, through management and improvement of payment committees with various unit heads

Developed and monitored 2-week liquidity outlook to ensure full visibility and control on liquidity / cash balances

Conducted and improved weekly cash committee meetings with key stakeholders to discuss expected collections and payments

Identified additional cash opportunities and liaised with relevant stakeholders to ensure full realization

Ensured that all transactions were reviewed and verified before processing

• Continue tight liquidity management and seek to manage the business in line with the AFF cash flow forecast (“Initial Budget”)

• Implement tight payment and liability commitment processes following appointment of Administrators

• Establish new purchase order, CAPEX, and payment policies and tracking

CFF and Reporting

Implemented improvements to weekly 13-week STCF forecast by activity and by cash flow group

Modelled several iterations of yearly cash flow forecast to prepare for Administration, based on updates to timing and funding expectations

Improved weekly variance analysis by activity and by line, to track Actuals against forecast

Built daily cash report to monitor cash by bank account / activity

• Monitor liquidity and variances against the AFF cash flow forecast (“Initial Budget”)

• Build dual reporting processes:• Detailed AFF reporting requirements• Statutory Administration reporting requirement

New Money Arranged initial bridge facility of $50m, later increased to

$68m Secured new $325m facility

DRAFT

38

Focus on managing liquidity, ongoing reporting and ultimate handover of STCF to NMC staffFinance & Liquidity Workstream


Bank accounts

Introduced A&M verification process before release of payments

Progressed opening of new bank accounts where possible to facilitate operational requirements by entity

Restored critical inactive ADCB bank accounts Successfully pursued release of attachments on bank

accounts Monitored daily cash balances by cash flow group / unit

• Continue opening of bank account by legal entity –administer in accordance with AFF where appropriate

• Restore remaining critical inactive ADCB bank accounts

Treasury team

Reinforced treasury team with new Group Treasurer and other selected staff to assist with STCF forecast, payments entry and reporting

Replaced PwC team and refined reporting

• Streamlining of “procure to pay” process and review of interaction between treasury, accounting and procurement

• Train and strengthen Treasury team in order to hand over STCF forecast and cash management process

Others

Analysed and liaised with lawyers in relation to purported assignments over receivables and managed relationship with insurers – challenged purported assignments where deemed imperfect

Restored operationally required bank guarantees (cash backed)

• Seek immediate restoration of receipts into NMC-controlled accounts from insurers with purported assignments following Administration Order

• Seek recovery if prior funds from purported assignments were improperly retained

• Continue liaising with insurers to ensure complete and timely inflows

DRAFT

39

Financial Control and Balance Sheet clean-upFinance & Liquidity Workstream


Financial control improvements (~ CFO role)

Controlling group: Improved and oversaw monthly close and reporting process; introduced additional control and rigour

Internal Control: Identified process risk & internal control deficiencies : RCM (revenue cycle management), Payroll, Treasury, Procurement, Inventory Counts, PPE verification, Cash Audit

Organisation design and finance excellence: Supported the recruitment of key finance personnel (including appointment of Group Treasurer)

Subsidiary Audits: Supported appointment of auditors for international subsidiaries (KSA and Aspen)

• Controlling group: Oversee continuous evolution of monthly close and reporting process and rebuild confidence in financial reporting

• Internal Control: Support implementation of enhanced internal control processes

• Organisational design and finance excellence: Recruit key personnel and drive finance transformation

• Audit: Manage selection process and appointment of a statutory auditor (subject to agreement)

Balance sheet clean-up (subject to ongoing work)

Conducted extensive interviews and validation procedures to understand the nature and likely extent of fictitious entries and accounting errors included in the accounting records

Designed process to identify individual fictitious and manipulation entries and a template to collect detailed adjustment entries

Collected detailed adjustment entries at legal entity level Reviewed consolidated balance sheet as at June 2020 Identified and quantified significant fictitious account balances and

accounting errors Recorded adjustments (clean-up and accounting errors) in the

August 2020 Consolidated Financial Statements at a consolidation level

• Ensure consolidation level adjustments are incorporated into the accounting records at a legal entity trial balance level

• Finalise determination of the consolidation adjustment entries between current and prior years

• Manage BDO (technical accounting support) to enable them to report on detailed adjustments (and resulting accuracy of consolidated balance sheet at June) and documentation of notable IFRS considerations to support statutory audits

• Complete detailed adjustment entries at legal entity level• Prepare model of reported to adjusted figures bridge at legal entity

level • Support drafting of restated Financial Statements in accordance

with IFRS for periods ending December 31,2018; December 31, 2019; June 30, 2020

ADGM Administration filing

Supported the ADGM Administration filing process including: Prepared simulated balance sheets for the 36 filing entities Modelled adjustments to collated balance sheets to correct for

fictitious and / or mis-stated balances and accounts and inclusion of co-borrowing and debt guarantees

Reflected purported debt per filing entity to support filing submission

• Support statutory Administration reporting requirements including submission of 36 filing entity balance sheets and AFF / lender specified data requests

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40

Workstream TimelineFinance & Liquidity Workstream

October November December January February MarchWeek Ending: 04 11 18 25 01 08 15 22 29 06 13 20 27 03 10 17 24 31 07 14 21 28 7 14 21 28

Liquidity & Cash

Management

Manage liquidity and monitor against AFF cash flow forecast (“Initial Budget”)Establish new purchase order, CAPEX, and payment policies and trackingImplement tight payment and commitment processes following appointment of Administrators

CFF and Reporting

Bi-weekly actual vs. forecast variance analysisMonthly cash flow reforecastDaily cash position by bank account

New Money Liaise with Lenders to ensure smooth process in utilization of the new facility

Bank accounts Continue opening of one bank account per filing legal entityRestore all critical old NMC bank accounts by updating signature mandates

Treasury teamTrain/strengthen treasury team for handover of STCF forecast and cash management processStreamline “procure to pay” process and review interaction between treasury, accounting and procurement

OthersSeek restoration of receipts from insurers with purported assignmentsContinue liaising with insurers to ensure full and timely inflowsAssess options for guarantees (reduce/avoid cash backing)

Balance sheet clean-up

Apply consolidation level adjustments into entity trial balancesAllocate adjustments between current and prior yearsManage BDO and drive output of adjustment validation report as at June 2020Complete detailed (and numerous) adjustment entries at legal entity levelPrepare report of reported to adjusted figures bridge at legal entity levelDraft & finalise restatement of financials for FY 2018, FY 2019 and HY 2020

ADGM Filing Support statutory Administration reporting requirements

Support, oversight and skills transfer

Oversee continuous evolution of monthly close and reporting processImplement improvements to internal control systemContinue recruitment of key personnel and drive finance transformationSelection process and appointment of statutory auditor


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Table of Contents

41

1 Trading Update 4




Investigation 24

Operations 31

Trading 35


Financial Restructuring 42Non-core Sales 51

4 Close 53

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42

Below we set out an overview of the key workstreams required as part of the restructuring process.Financial Restructuring Process Timeline

Sep October January February MarchNovember December

PoR

Fram

ewor

kLo

ng F

orm

Ter

m

Shee

tsLo

ck-U

p Ag

reem

ent

April

Sche

me o

f Ar

rang

emen

t

Discussions with AFF and CoCom

All-Lender

Call

31st:: Distribute short form TS to All Lenders

Agree Exit Facility long form term sheet with AFF

Agree Exit Instruments long form term sheet with AFF and CoCom

Agree form of LUA

Claims Filing and Adjudication Process

Debt-Mapping and EPM

All-Lender

Call

Milestones

Release long form term

sheets to all lenders

Core

As

sets

Sa

le

Non-core assets sale (Phase 2 end of October) and 2-3 months regulatory filing to completion

Long form documentation

Long-stop28th

Lenders to have signed

LUA

Court ProcessInitial Hearing

Filing

Sanction Hearing

Lenders’ Credit Committee

Challenge Period

Prepare marketing materials for possible Core Asset Sale 28th

PoR or Sale

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43

Entering into ADGM Administration with secured funding in place has been the key milestone to date. Focus now turns to implementation of a Plan of Reorganisation

Financial Restructuring


Recognition and Enforcement of ADGM Administration

Obtained executory administration order from ADGM• Enforce order onshore in UAE• Obtain recognition of order in DIFC

Administrative Funding Facility

Secured $325m financing to enter into ADGM Administration

• Syndication of the AFF to be launched on October 12, 2020• Syndication to be closed 15 business days later, on

November 1, 2020

Debt Mapping / Entity Priority Model Claims filing process to be launched

• Review of validity of each claim filed• Develop Entity Priority Model (“EPM”) to assess economic

position in the group

Business Plan Released on 19 August including restatement of financials and 2020E-2022E forecasts • Current trading updates

Plan of Reorganisation (”PoR”) Presented framework for PoR on 19 August

• Present PoR term sheet to all lenders by 31 October 2020• Agree lock-up agreement with relevant creditor majority

Scheme of Arrangement Initial assessment Scheme of Arrangement vs. Deed of Arrangement completed

• Class composition• Scheme filing requirements

Sale of Core Assets Not initiated• Plan to sell Core Assets being prepared• Core Asset Sale Longstop Date April 30, 2021

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AFF syndication will be launched on Monday 12th October to offer to all eligible creditors the opportunity to receive a share of the AFF; $65m AFF will be offered to interested parties

AFF Syndication Overview

Syndication Steps

NDA and Confirmation of Eligibility

Review of Information Pack

Review of Long-Form Finance Documentation

A

C

B

Commitment Letter

D

• Interested parties will receive an NDA to be signed • Will need to provide a proof of holdings as of 23 July 2020• Confirmation that interested parties haven’t launched any creditor action

against NMC− Otherwise, interested parties need to agree to any freeze or stay or

removal on any actions to be eligible

• Review the information pack that will be distributed and comprising of additional details on the business plan communicated on 19 August 2020, further details on AFF collateral assets and a summary term sheet

• Review and agree the signed long form documentation for the AFF• Seek internal credit committee approval to participate in the AFF on the basis

of the Information Pack and the Long-Form Documentation

• With the approval of credit committee, interested parties will need to execute the commitment letter with their approved participation amount

Allocation Mechanics

E • Allocation process will be conducted as follows:• Proportionate to the amount of exposure in the unsecured debt• Minimum allocation entitlement of AED5m (equivalent to USD1.4m )

to receive a firm allocation• Maximum allocation to be received can not exceed 20% of the

exposure in the old debt

• Prior to October 12

• From October 12 and as soon as NDA signed

• November 1 5pm UKT

• Communicated by 14th November

Timing

Source: PWP

44

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For the exit from ADGM Administration, creditors will have the choice between 1) a Plan of Reorganisation and owning the Company for 2-3 years before selling with the benefit of improved trading or 2) selling the core business out of the Administration to the highest bidder in the circumstances

ADGM Administrative Illustrative Options

• Higher recoveries than in an Exit Sale• Creditor-led plan where holders of Exit Instruments can

decide on optimal timing for a sale of NMC as part of a competitive M&A auction process

2) Exit Sale1) Reorganisation Plan (Creditor-Led)

What Will Unsecured Creditors Receive?

• Unsecured lenders will receive Exit Instruments for their pro rata share in the unsecured debt

− Depending on AFF’s election, unsecured creditors will receive at least 58% of Exit Instruments (see page 46)

• NMC could be fully recapitalised with $203m of secured debt and between $325m and $650m of Exit Facility depending on what AFF lenders decide to do for their refinancing

What Is The Impact On

Recoveries?

What Are The Benefits?

• Through the Exit Instruments, unsecured creditors will be able to decide on the timing of a sale

• Higher recoveries will be achievable once NMC can demonstrate a current trading improvement towards $212m 2022E EBITDA

• No immediate cash-out• Governance will need to be put in place post

Administration to take decisions and set the strategy for NMC

• Criteria for a future sale need to be defined as part of the transaction to regulate future decision taking to maximise recoveries

A

C

B

What Are The Key Considerations?

D

• Exit once and for all to the highest bid in the circumstances• Potentially, and depending on value, cash event for

unsecured creditors albeit much lower than in the Plan of Reorganisation

• No need to receive Exit Instruments and own NMC

• Unsecured lenders will receive 100% of the cash proceeds from any sale out of Administration

• Such proceeds will be received after $203m of secured debt and the $650m AFF (excluding any capitalised interests) are repaid

• M&A process for the Core Assets will be run with third party and AFF have the option to bid into the process with a creditor-led fund and ability to credit bid their claims

• Lower recoveries than in the Plan of Reorganisation as NMC will not have time to fully recover its run-rate EBITDA

• Once NMC is sold, creditors will be fully discharged with no ability to recoup any future value if the business outperforms

• Trade-off between cash today vs. higher future recoveries• Unsecured creditors will not benefit from improved

EBITDA performance• Aura of distress on the back of failing to secure successful

vote for the Plan of Reorganisation may not be supportive of value maximisation

Fall-back if Plan of Reorganisation is not voted forSource: PWP

45

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46

Plan of Reorganisation – Pro Forma Capital Structure

(In $M) Today Plan of Reorganization

Post ADGM Filing Option 1 Option 2

Fixed & Floating Charges 203 203 203

AFF - New Cash 325 - -

AFF- Elevated Loans 325 - -

Exit Facility - 325 650

Unsecured Debt 5,741 - -

Split Exit Instruments

AFF - 42% -

Unsecured Debt - 58% 100%

Description

NMC raised $650m AFF to fund through ADGM. Treatment of unsecured debt to be agreed during ADGM

As part of plan, assumes 100% AFF elects to receive Exit

Instrument

Here, none of AFF lenders elect to receive

Exit Instrument

Form of Exit Instruments to be agreed

Source: PWP

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47

Workstream timelineFinancial Restructuring

October November December January February MarchWeek ending: 04 11 18 25 01 08 15 22 29 06 13 20 27 03 10 17 24 31 07 14 21 28 7 14 21 28

Claims

Claims filingAdjudication of claimsDebt MappingEntity Priority Model

AFF Syndication

NDA to be issuedLaunch of SyndicationClosing of SyndicationAllocation

PoR

Term Sheet presentation to all lendersAgree terms with AFF lenders/CoComLong form term sheet – discuss and agree exit facilityLong form term sheet – discuss and agree exit instruments TSAgree form of Lock-Up Agreement (“LUA”)Lenders to approve PoR (formally approve LUA)

Scheme of Arrangement

Signed LUA Indicative Long stopInitial hearing and voteChallenge periodSanction hearing

Sale of Core

Appointment of VDD firmProvide DD materials to AFF lendersPrepare marketing materialsAgree sales process with AFF lendersLaunch Sales process, if required


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48

AFF Summary Terms

Structure of Facility Elevation structure on the basis of $1 of new money for $1 elevated debt

Two tranches: conventional and Islamic

Amount

$650m facility comprising of:

‒ $325m, of which ADCB is underwriting $250m, of new money comprised of $257m of New Money Loans and $68m of Refinancing Loans

‒ $325m of Elevated Loans

Currency will be AED

Interest New Money Loans and Refinancing Loans: margin of 5% cash and 5% PIK p.a.

Payable monthly

Default interest/ profit: 2% p.a

Commitment Premium 2.5%

Uses of Proceeds i) Repay the $68m Bridge Facility; and ii) fund Company through the Administration process subject to certain restrictions

Ranking / Security

Pursuant to ADGM Insolvency Regulations 2015 Section 109A (2) (a) loan ranks ahead in right of repayment, of all administrative expenses (save for Administrator fees, costs and expenses), floating charge holders and unsecured creditors (save for elevated debt)

First lien security over assets of Luarmia, Aspen and Saudi JV

Maturity Earlier of (i) the 12 month anniversary of the Closing Date (the “Scheduled Maturity Date”), (ii) the date the Company is placed into

liquidation, (iii) the date the Administrators determine the purpose of the ADGM Administration has been achieved including by satisfaction of the Plan of Reorganization Condition (iii) the occurrence of a Change of Control.

Covenants

Information Covenants: inter alia, debt mapping, fortnightly call, monthly and quarterly reporting, update on forensic actions, access to management

Sale Covenants: ‒ Company to use reasonable endeavours to sell Luarmia, Aspen and Saudi JV‒ Core Assets:

o Long Stop Date for completion of Core Assets Sale: 30 April 2021o To the extent a reorganization option is not approved by required votes by 28 February 2021, Core Assets Sale

to be launched

Agent ADCB (Following standard LMA provisions) as Global and Security Agent

EIB: Murabaha agent

Source: PWP

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49

AFF Summary Terms (continued)

AFF Core Asset Purchase Option

AFF Lenders and Financiers as to establish a special purpose vehicle to acquire the Core Assets in the following events:

‒ the Plan of Reorganization Condition has not been met on or before 28 February 2021, (b) the Plan of Reorganization Condition has been met on or before 28 February 2021 but the reorganization contemplated by such plan has not been effected on terms satisfactory to the AFF Lenders on or before 28 February 2021, or (c) the occurrence of an Event of Default then the Administrators will commence a marketing process for the Core Assets accordingly to the timeline set out in ‘Sale Covenants’ above

‒ the Administrators receive and accept an offer (or offers) for a value for the Core Assets which represents a better return for unsecured creditors than that represented by the Core Assets Transfer Price then, , upon completion of a sale of any of the Core Assets the Administrators will be obliged to repay the Administration Funding Facility.

In the context of a competitive bidding process, the Administrators will (a) allow the AFF Lenders the right to credit bid alongside other third party bidders; and (b) also allow the AFF Lenders the right to offer more than the highest third party offer for the Core Assets within a pre-agreed period of time of receipt of such offer (provided that the other terms are not materially less favourable to the unsecured creditors than the third party offer).

Plan of Reorganization Condition

Reorganization term sheet to be distributed to lenders by 31 October 2020

In the event that a Plan of Reorganization is not binding on all lenders by 28 February 2021, Company to launch a sale of the Core Assets

AFF Exit Instrument AFF lenders and Financiers will be offered up to 42% of any Exit Instruments (depending on the amount of take-up)

Voting 66.67% in value for amendments, waivers or modifications

70% Super Majority threshold for certain amendments, waivers or modifications

Customary entrenched terms, including changes to ‘money’ terms, release of guarantees or security to require unanimous consent

Transferability Right of assignment and participation rights subject to AFF Agent’s consent not to be unreasonably withheld

Governing Law

The AFF Finance Documents will provide that the Obligors will submit to the non-exclusive jurisdiction and venue of the courts of the ADGM

ADGM law shall govern the AFF Finance Documents (other than security documents to be governed by local law, to be determined by the AFF Agent)

Source: PWP

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Table of Contents

50

1 Trading Update 4




Investigation 24

Operations 31

Trading 35



Non-core Sales 51

4 Close 53

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51

The disposal of Aspen and Luarmia is underway, with strategic options currently being assessed for Oman and Saudi JV

Non-core


Aspen

Appointment of advisers Negotiated standstill with landlord Preparation of marketing materials Preparation of data room Tax/structuring advice received Vendor and legal due diligence due diligence Disposal process launched

• Receipt of binding offers• Evaluation of final bids and contract negotiations• Execution of sale

Luarmia

Appointment of advisers Marketing in conjunction with Boston IVF Preparation of marketing materials Preparation of data room Tax/structuring advice received Vendor and legal due diligence due diligence Disposal process launched

• Receipt of binding offers• Evaluation of final bids and contract negotiations• Execution of sale

Oman Review of the underlying assets • Review of strategic options underway

Saudi JV Review of the underlying assets • Review of strategic options underway

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Table of Contents

52

1 Trading Update 4




Investigation 24

Operations 31

Trading 35



Non-core Sales 51

4 Close 53

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– The Administrations are facilitators of the outcome

– There are a significant number of actions and steps required to complete the restructuring and deliver value to all stakeholders

– The best outcome for stakeholder requires all lenders need to play their role by engaging with the process (i.e provide timely Proof of Debts with all available supporting documentation)

– Joint Administrators are focussed on increasing communications with all lenders

– Next all lender call tentatively booked for either November 4 or November 11

53

Close

Key points to take away

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Thank You