Novita Healthcare Limited ACN 108 150 750

Non-Renounceable Rights Issue Offer Document

Non-renounceable rights issue of 1 Share for every for every 6 Shares held at an issue price of

$0.030 per New Share to raise approximately $1,024,192 (before costs) made pursuant to section s708AA(2) Corporations Act 2001

Eligible Shareholders may also apply for additional New Shares in excess of their full

entitlement that are not subscribed for by other eligible shareholders (Shortfall Shares) under the Top-Up Facility.

The Offer opens on 20 July 2017.

Valid acceptances must be received by 5.00pm (AEST) 18 August 2017

his document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.

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CORPORATE DIRECTORY Directors Iain Kirkwood (Executive Chairman) Jefferson Harcourt (Non-Executive Director) Mark Simari (Non-Executive Director)

Share Registry Automic Registry Services PO Box 2226, Strawberry Hills NSW 2012 Telephone: 1300 288 664 (local) +61 2 9698 5414 (international) Email: hello@automic.com.au

Company Secretary John Osborne

Registered Office aSuite G02, 1 Crescent Road, Glen Iris VIC 3146 Telephone: +61 2 82437500 Email: info@novitahealthcare.com.au Website: www. novitahealthcare.com.au

Lead Managers to the Offer Shaw and Partners Level 20, 90 Collins Street, Melbourne VIC 3000

# The name of the Share Registry and Lead Managers are included for information purposes only. They have not been involved in the preparation of this Offer Document

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Novita Healthcare Limited ABN 53 108 150 750

Suite G02, 1 Crescent Road, Glen Iris VIC 3146

T_ 1300 082 013 novitahealthcare.com.au

EXECUTIVE CHAIRMAN'S LETTER

Dear Shareholder

On behalf of the Board, I am pleased to invite you to participate in the pro-rata, non-renounceable share rights issue offering one new fully paid ordinary share in the Company (New Shares) for every six existing Shares held by you on the Record Date, 7.00pm (AEST) on 18 July 2017, at an issue price of $0.03 per New Share (Offer) to raise up to approximately $1.0 million before costs.

Funds raised from the Offer (after costs) will be used to: • support the commercial roll-out of TALI Train in H1FY18; • expand the Newly platform to commercial scale and support national rollout.

The Company recently reported (3 July 2017) significant progress towards the commercial launch of TALI Train over the last six months, with a number of key milestones achieved. TALI Train is a breakthrough program to improve childhood attention and learning outcomes. Educators and clinicians have responded positively to their use of the Beta version of TALI Train as documented in a recent video which is on the Company’s website (http://talihealth.com/ - Home Page, TALI Training Program)

Our latest acquisition, Newly, is an innovative, online marketplace connecting care and support professionals with people and organisations. It is scalable and cost effective.

Novita is strategically focussed on scalable health technology opportunities. Our foundation investment in TALI Health is optimally positioned at the forefront of a large unmet opportunity in child community care with growth via near term commercialisation. Our new investment, Newly, represents an expansion into the growing aged care segment of community care. The Company will continue to evaluate the pipeline of potential innovative health technology opportunities placing it in an exciting phase of growth.

The directors have decided to price the Offer at $0.03 per share (Issue Price) which is the same as that offered in the $2.5million Placements announced on 12 July 2017 to sophisticated and professional investors. It represents a $0.002 or 7% discount to the last trade price as at the close of trading on 7 July, 2017, being the last day of trading of Novita shares before the Offer was announced.

Under the Offer, existing shareholders the opportunity to fully subscribe for their entitlement to New Shares ahead of any new shareholders that may be invited to invest in the Company via the Shortfall Facility.

Further information about Novita is also contained in the Investor Presentation which was released to the ASX on 12 July 2017 and forms part of this Offer Document (See Section 6). A copy of the Investor Presentation is also available from the ASX website (www.asx.com.au) and on Novita’s website (www.novitahealthcare.com.au).

Overview of Offer The Offer is being made to all eligible shareholders (Eligible Shareholders) who are registered as a holder of Novita Shares at 7.00pm (AEST) on Tuesday 18 July 2017 (Record Date).

Under the Offer, Eligible Shareholders have the opportunity to subscribe for one (1) New Share for every six (6) Shares of which they are the registered holder at 7.00pm (AEST) on the Record date at an issue price of $0.03 per New Share. The Offer is non-renounceable and is not underwritten.

Eligible Shareholders are also invited to apply for additional New Shares in excess of their Entitlement under the Top-Up Facility if there is a shortfall between applications received from Eligible Shareholders and the number of New Shares proposed to be issued under the Offer.

Action you should take Accompanying this Offer Document is your Entitlement and Acceptance Form which contains details of your Entitlement. It is important that you determine whether to take up, subscribe for any shortfall or do nothing in respect to your Entitlement.

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The offer closes at 5.00pm (AEST) on Friday 18 August 2017. To participate you need to ensure you have completed your application by paying application monies by BPay®, or lodging your Entitlement and Acceptance Form with your Application Monies so that they are received before this time.

Your Board commends this Offer to you and thanks you for your continued support of Novita.

Yours sincerely

Iain Kirkwood Executive Chairman Novita Healthcare Limited

Important Indicative dates Date Event 12 July 2017 Announcement of Newly Pty Ltd acquisition, Placement, Rights Issue

and General Meeting of Shareholders - Shares resume trading on ASX

12 July 2017 Lodgement Date for Rights Issue - Lodgement of Rights Issue Offer Booklet, Cleansing Notice in

respect of the Rights Issue and Appendix 3B

13 July 2017 Lodgement of Offer Document 17 July 2017 Ex Date for Rights Issue

- Company shares trade on an ex-basis for the Rights Issue

18 July 2017 Record Date for Rights Issue - Rights issue entitlements determined

20 July 2017 Rights Issue Opening Date - Rights Issue Offer opens - Rights Issue Offer Booklet dispatched to Eligible

Shareholders

18 August 2017 Rights Issue Closing Date 21 August 2017 New Rights Issue Shares quoted on ASX on a deferred settlement

basis

23 August 2017 ASX notified of under subscriptions 25 August 2017 Rights Issue Allotment Date

- Issue date under Rights Issue - Deferred settlement trading ends - Dispatch of holding statements

28 August 2017 Trading Date - Normal trading of Rights Issue Shares

*This Timetable is indicative only. Applicants are encouraged to submit their Entitlement and Acceptance

Form and Application Monies as soon as possible after the Rights Issue opens. The Directors may vary these dates, subject to the Listing Rules. An extension of the Closing Date will delay the anticipated date for allotment and issue of the New Shares.

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TABLE OF CONTENTS

Table of Contents 1. IMPORTANT INFORMATION ................................................................................................................... 6 2. INDICATIVE TIMETABLE ......................................................................................................................... 8 3. DETAILS OF OFFER ................................................................................................................................ 9

3.1. Overview ............................................................................................................................................ 9 3.2. Use of Funds ..................................................................................................................................... 9 3.3. The Offer ........................................................................................................................................... 9 3.4. New Shares ....................................................................................................................................... 9 3.5. Eligible Shareholders ...................................................................................................................... 10 3.6. No Entitlement Trading .................................................................................................................... 10 3.7. Overseas Shareholders ................................................................................................................... 10 3.8. Top-Up Facility ................................................................................................................................ 10 3.9. Application Amount.......................................................................................................................... 11 3.10. Closing Date .................................................................................................................................... 11 3.11. Shortfall Shares ............................................................................................................................... 11 3.12. Effect on Capital Structure .............................................................................................................. 11 3.13. Cleansing Notice ............................................................................................................................. 11 3.14. Effect on Control .............................................................................................................................. 12 3.15. No Brokerage .................................................................................................................................. 12 3.16. CHESS ............................................................................................................................................ 12 3.17. ASX Quotation ................................................................................................................................. 12 3.18. Allotment and despatch of Holding Statements .............................................................................. 12 3.19. Discretions ....................................................................................................................................... 12 3.20. Governing Laws ............................................................................................................................... 13

4. YOUR CHOICES ..................................................................................................................................... 13 4.1. Choices available to Eligible Shareholders ..................................................................................... 13 4.2. How to accept the Offer ................................................................................................................... 13 4.3. Declining to take up your Entitlement .............................................................................................. 14 4.4. Allow Entitlement to lapse ............................................................................................................... 14 4.5. Application is unconditional ............................................................................................................. 14

5. RISKS ...................................................................................................................................................... 14 5.1. General risks ................................................................................................................................... 14 5.2. Company specific risks .................................................................................................................... 15

6. CAPITAL RAISING PRESENTATION..................................................................................................... 16 7. GLOSSARY ............................................................................................................................................. 38

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1. IMPORTANT INFORMATION This document. This Offer Document has been prepared by Novita Healthcare Limited ACN 108 150 750 {the Company) and is dated 13 July 2017. No disclosure This Offer is being made without a prospectus in accordance with section 708AA of the Corporations Act, as modified by Class Order [CO 08/35]. This Offer Document is not a prospectus or any other form of disclosure document and has not been lodged with ASIC. Accordingly, this Offer Document does not contain all of the information which a prospective investor may require to make a decision as to whether to subscribe for New Shares. Further, this Offer Document does not contain all of the information which would otherwise be required to be disclosed in a prospectus or other form of disclosure document. This Offer Document is important and should be read in its entirety before deciding to participate in the Offer. This Offer does not take into account and this Offer Document has been prepared without taking into account, the investment objectives, financial or taxation situation or particular needs of any Applicant. Before applying for New Shares, each Applicant should consider whether such an investment, and the information contained in this Offer Document is appropriate to their particular needs, considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult their stockbroker, solicitor, accountant or other professional adviser without delay. Neither the Company, nor any other person guarantees the repayment of cap al or the payment of income. Investors should note that the past Share price performance of the Company provides no guidance to its future Share price performance. By returning an Entitlement and Acceptance Form, you acknowledge that you have received and read this Offer Document you are entitled to participate in the Offer, you have acted in accordance with the terms of the Offer detailed in this Offer Document and you agree to all of the terms and conditions as detailed in this Offer Document. Jurisdiction This Offer does not constitute an offer or invitation to subscribe for New Shares in any jurisdiction in which, or to any person whom, it would not be lawful to make such an offer or invitation or issue this Offer Document. In particular, this Offer Document does not constitute an offer to Ineligible Shareholders. The distribution of this Offer Document in jurisdictions outside Australia may be restricted by law and therefore persons who come into possession of this Offer Document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws . Financial amounts Money as expressed in this Offer Document is in Australian dollars unless otherwise indicated. Publicly available information Information about the Company is publicly available and can be obtained from ASIC, ASX and other sources. Any such publicly available information is not incorporated into this Offer Document and does not form part of the Offer. This Offer Document is intended to be read in conjunction with publicly available information in relation to the Company which has been notified to ASIC and ASX. Investors should have regard to that information prior to making a decision to subscribe for New Shares pursuant to the Offer.

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Definitions Certain terms used in this Offer Document are defined in the Glossary, which is contained in section 7 of this Offer Document. Not financial product advice The information contained in this Offer Document is not and should not be considered to be financial product advice. The information is general only and has been prepared without any actual or implied knowledge or consideration of the investment objectives, financial situation, taxation position or other particular needs or requirements of you or any other person. You should read this Offer Document in its entirety and seek independent professional advice prior to participating in the Offer. No recommendation The information contained in this Offer Document is not a recommendation by the Company (or its officers, employee’s agents or advisers) to any person that they should subscribe for New Shares pursuant to the Offer. Disclaimer To the maximum extent permitted by law, no representation, warranty or undertaking express or implied, is made, and to the maximum extent permitted by law, no responsibility or liability is assumed by the Company or its related entities or by any of its officers, employees, agents or consultants or any other person as to the adequacy, accuracy, completeness or reasonableness of this Offer Document. To the maximum extent permitted by law, no responsibility is accepted for errors or omissions from this Offer Document, whether arising out of negligence or otherwise. Future performance and forward looking statements Neither the Company nor its Directors or any other person warrants or guarantees the future performance of the New Shares. Forward looking statements, opinions and estimates provided in the Offer Document are based on assumptions and contingencies that are subject to change without notice, as are statements about market and industry trends which are based on interpretations of current market conditions Forward looking statements including projections and estimates are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the forward looking statements in this Offer Document. Risks Please refer to the non-exhaustive summary of risks relating to the Offer contained in section 5 of this Offer Document. Enquiries If you have any questions in relation to the Offer, please contact your stockbroker, solicitor, accountant or other professional adviser. If you have any questions with respect to completing the Entitlement and Acceptance Form, please contact our Share Registry, Automic Registry Services on 1300 288 664 (local) or +61 2 9698 5414 (international) or email to hello@automic.com.au . Taxation consequences You should be aware that there may be taxation implications associated with subscribing for New Shares pursuant to the Offer. The Company does not consider it appropriate to give advice regarding the taxation consequences of subscribing for New Shares under this Offer Document or the subsequent disposal of any New Shares allotted and issued under this Offer Document. No responsibility or liability whatsoever is

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accepted by the Company, its officers or advisers in relation to the taxation consequences of the Offer. The Company recommends that all Eligible Shareholders consult their own professional tax advisers in connection with the Offer. Privacy If you complete an Entitlement and Acceptance Form, you will be providing personal information to the Company (direct or via the Share Registry). The Company collects, holds and uses that information to assess your application, service your needs as a Shareholder and facilitate distribution payments and corporate communications to you as a Shareholder. Company and tax law requires some of this information to be collected. If you do not provide the requested information the Company may be unable to process your Application. You can access, correct and update the personal information we hold about you by contacting the Share Registry. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act. the Corporations Act and rules such as the ASTC Settlement Rules. Entire Agreement The terms contained in this Offer Document constitute the entire agreement between the Company and each Applicant as to the Offer and each Applicant's participation in the Offer, to the exclusion of all prior representations, understandings and agreements between the Company and each Applicant.

2. INDICATIVE TIMETABLE

Announcement of the Offer 12 July 2017 Notice sent to security holders 13 July 2017 Shares quoted on an "Ex Entitlement" basis 17 July 2017 Record Date 5.00pm (AEST)18 July 2017 Offer Document sent to Eligible Shareholders 20 July 2017 Offer Opens 20 July 2017 Closing Date 5.00pm(AEST) on 18 August 2017 Shares quoted on a Deferred Settlement basis 21August 2017 Shortfall notification date 23 August 2017 Allotment of New Shares & Despatch date 25 August 2017 Normal Trading on ASX of New Shares 28 August 2017

The timetable outlined above is indicative only and is subject to change. The Company reserves the right to vary these dates without prior notice, subject to compliance with the Corporations Act and the Listing Rules. The Company reserves the right to withdraw the Offer at any time before the allotment and issue of the New Shares in its absolute discretion

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3. DETAILS OF OFFER

3.1. Overview Novita is seeking to raise up to approximately $1,024,192 by way of a non-renounceable offer of 1 New Share for every 6 Shares held on the Record Date at an issue price of $0.030 per New Share. The Offer shall be extended to Eligible Shareholders only. An Entitlement and Acceptance Form setting out your Entitlement to New Shares accompanies this Offer Document. If you do not take up your Entitlement, your shareholding in Novita will be diluted. The Offer is not underwritten. Eligible Shareholders have the opportunity to subscribe for all, part or none of their Entitlement to New Shares. The Company is also offering to Eligible Shareholders the opportunity to subscribe for additional New Shares (which will be in addition to their Entitlement) under the Top-Up Facility. Eligible Shareholders should be aware that an investment in Novita involves risks and Eligible Shareholders should consider the investment in the context of their individual risk profile, investment objectives and individual financial circumstances (see section 5).

3.2. Use of Funds Funds raised via the Offer, together with the cash reserve of the Company, will be applied in the following manner:

• support the commercial roll-out of TALI Train in H1FY18; • development of the Newly software solution and accelerate the national roll-out.

3.3. The Offer The Company is offering Eligible Shareholders the opportunity to subscribe for additional fully paid ordinary shares in the Company (New Shares). Subject to rounding, a maximum number of approximately 34,139,738 New Shares shall be issued in accordance with the Offer. To be eligible to participate in the Offer, you must:

a. be registered as a Shareholder at 5.00pm (AEST) on 18 July 2017 (Record Date); and b. have an address in Australia or New Zealand as recorded at the Share Registry as at the Record Date.

Eligible Shareholders will be entitled to apply for 1 New Share for every 6 Shares (Entitlement) held at a price of $0.030 per New Share (Issue Price). Fractional Entitlements will be rounded up to the nearest whole number of New Shares. Furthermore, Eligible Shareholders can apply for an unlimited number of Additional Shares on top of their Entitlement pursuant to the Top-Up Facility.

3.4. New Shares New Shares issued pursuant to this Offer will be fully paid and rank equally with existing Shares. The rights and liabilities attaching to the New Shares are set out in the constitution of the Company and in the Corporations Act.

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3.5. Eligible Shareholders

The Offer is available to all Shareholders whose registered address on the Record Date is situated in Australia or New Zealand. Eligible Shareholders should consult their professional advisers as to whether any government or other consents are required, or other formalities need to be observed, to enable them to exercise their Entitlements under the Offer. The return of a completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained and there has been no breach of laws in connection with the Applicant's ability to participate in the Offer. In making the Offer to Eligible Shareholders in New Zealand, the Company is relying on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand) by virtue of which this Offer Document is not required to be registered in New Zealand.

3.6. No Entitlement Trading As your Entitlement is non-renounceable, you will not be able to trade your Entitlement on ASX or otherwise dispose of your Entitlement to any other party. Any portion of your Entitlement that you decide not to accept will lapse and become part of the Shortfall.

3.7. Overseas Shareholders This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Offer Document in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Offer Document should seek advice on, and observe any, of these restrictions. Failure to comply with these restrictions may violate securities laws. No action has been taken to register or qualify these Shares or otherwise permit a public offering of the Shares the subject of this Offer Document in any other jurisdiction. In accordance with Listing Rule 7.7 and section 9A of the Corporations Act, no Offer is being made to Shareholders who have a registered address outside of Australia and New Zealand. The Company has determined that it would be unreasonable to make the Offer of New Shares to Ineligible Shareholders having regard to the number of Ineligible Shareholders, the number and value of the New Shares that would otherwise be offered and the costs of complying with the legal and regulatory requirements of those jurisdictions.

3.8. Top-Up Facility Eligible Shareholders may, in addition to taking up their entitlements in full, apply for additional New Shares (Additional Shares) in excess of their entitlement (Top-Up Facility). Additional Shares will only be available where there is a shortfall between applications received from Eligible Shareholders and the number of New Shares proposed to be issued under the Offer (Shortfall). Additional Shares will be issued at the Issue Price of $0.030 per New Share. Novita proposes to adopt the following allocation policy for allocating the Shortfall to meet the Additional Shares: The Shortfall will be placed at the discretion of the Directors within 3 months of the Closing Date in accordance with Exception 3 of ASX Listing Rule 7.2 (Shortfall Placement). Eligible Shareholders who apply for Additional Shares may be allocated a lesser number of Additional Shares than applied for, in which case excess Application Money will be refunded without interest. If you wish to subscribe for Additional Shares in addition to your Entitlement then you should nominate the maximum number of Additional Shares you wish to subscribe for on the Entitlement and Acceptance Form and make corresponding payment for your full Entitlement plus the Additional Shares (at $0.030 per Additional Share). The Board will take into account applications for Shortfall Shares by shareholders but may also issue and allot Shortfall Shares to sophisticated investors and professional.

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3.9. Application Amount The Application Amount can be calculated as follows: Application Amount = Number of Additional Shares under Top-Up Facility x $0.030 + Amount shown on Entitlement and Acceptance Form

3.10. Closing Date We will accept applications from the Opening Date until 5pm (AEST) on 18 August 2017 or such other date as the Directors may determine subject to the requirements of the Corporations Act and the Listing Rules.

3.11. Shortfall Shares Shortfall Shares are defined as the difference between the maximum number of New Shares available under the Offer and the total number of Valid Applications for New Shares received in accordance with Section 4.2 of this document. The Directors reserve the right to issue New Shares forming part of any Shortfall at their discretion as set out above and in accordance with Exception 3 in ASX Listing Rule 7.2. Shares issued under the Shortfall will be issued at the same price and on the same terms as the New Shares offered under a Shareholder’s Entitlement. Any Entitlement not taken up pursuant to the Offer will form part of the Shortfall to be dealt with under the Top-Up Facility and may be placed at the discretion of the Directors as noted above.

3.12. Effect on Capital Structure The following table illustrates the changes in the capital structure of the Company that will occur as a consequence of the Offer and other Share issues announced.

New Shares to be issued Shares Total Shares on issue as at the date of this Offer Document 204,838,430 Placement (Tranche 1) shares to be issued on 19 July 20171 16,666,667 Newly acquisition shares to be issued on 19 July 20172 33,333,333 Placement Tranche 2 shares to be issued 23 August 20173 66,666,667 New Shares which will be issued on 25 August as part of the Offer 4 34,139,738 Issue to Torus Games for part consideration for services 5 2,566,667 Issue to Grey Innovation for part consideration for services 5 5,666,667 Total Shares on issue following completion of the Offer 363,878,169 Notes. 1- New Shares to be issued pursuant to the Placement Tranche 1 advised to the market on 12 July 2017 2- New Shares to be issued as part consideration pursuant to the acquisition of Newly Pty Ltd advised to the market on 12 July 2017. This is the maximum number of Shares to be issued. 3-New Shares to be issued pursuant to the Placement Tranche 2 advised to the market on 12 July 2017 and subject to Shareholder approval at the EGM on 18 August 2017. 4-Due to rounding of Entitlements, the exact number of New Shares to be issued will not be known until completion of the Offer. The figures shown are the maximum assuming a full take-up of all entitlements. 5-Issue of Shares to Torus Games and Grey Innovation subject to Shareholder approval at EGM on 18 August 2017 and to be issue, if approved, will be at a date following the EGM within one month.

Eligible Shareholders who take up their Entitlement in full will not be diluted as a result of the Offer. Eligible Shareholders who do not take up all of their Entitlements and Ineligible Shareholders will be diluted.

3.13. Cleansing Notice

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The Company has lodged with ASX a cleansing notice in accordance with section 708AA(7) of the Corporations Act which sets out the effect of the Offer on the control of the Company, taking into account the identity and current shareholdings. This notice may be reviewed on the Company's website novitahealthcare.com.au and in the Company's announcements made via the ASX.

3.14. Effect on Control The issue of the New Shares by the Company is not intended to have any material effect or consequence on the control of the Company. If all Shareholders take up their full Entitlement there will not be any change in the control of the Company as a result of the Offer.

3.15. No Brokerage Eligible Shareholders who participate in the Offer will not be charged brokerage or commissions in relation to their acceptance of their Entitlement or subscription for Additional Shares.

3.16. CHESS The Company participates in the Clearing House Electronic Sub-register System, known as CHESS. ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532 (ASTC), a wholly owned subsidiary of ASX operates CHESS in accordance with the Listing Rules and ASTC Settlement Rules. Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of New Shares. If you are registered in the issuer sponsored sub-register our statement will be despatched by the Share Registry and will contain the number of New Shares issued to you under this Offer Document and your security holder reference number. A CHESS statement or issuer sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their holding changes.

3.17. ASX Quotation Novita has made an application to the ASX for the New Shares to be granted quotation on the ASX. If permission is not granted for quotation of the New Shares on the ASX, then no allotment and issue of any New Shares will take place and any Application Monies (without interest) will be returned in full to Applicants. Trading of New Shares will, subject to the ASX approval, occur on or about the date specified in the Timetable.

3.18. Allotment and despatch of Holding Statements Subject to the New Shares being granted quotation on the ASX, the New Shares will be allotted, issued and holding statements despatched in accordance with the Timetable. It is expected that despatch of holding statements and allotment and issue of New Shares will take place on or about 11 August 2017. It is the responsibility of Applicants to determine the number of New Shares allotted and issued to them prior to trading in the New Shares. The sale by an Applicant of New Shares prior to receiving their holding statement is at the Applicant's own risk.

3.19. Discretions Without limiting the other powers and discretions set out in this Offer Document, the Directors (or their delegate for this purpose) may implement the Offer in the manner they think fit and settle any difficulty, anomaly or dispute which may arise either generally or in a particular case in connection with, or by reason of, the operation of the Offer or a matter in this Offer Document, as they think fit, whether generally or in relation to any Shareholder or any Shares, and the determination of the Directors (or their delegate) is conclusive and binding on all relevant Shareholders and other persons to whom the determination relates.

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3.20. Governing Laws This Offer Document the Offer and the contracts formed on acceptance of Applications are governed by the laws applicable in Victoria. Each Applicant submits to the exclusive jurisdiction of the courts of Victoria.

4. YOUR CHOICES

4.1. Choices available to Eligible Shareholders If you are an Eligible Shareholder, you may:

(a) take up all or part of Entitlement in which case your proportionate shareholding will: remain the same if you take up all of your Entitlement or be diluted if you take up only part of your Entitlement; or

(b) take up all of your Entitlement and apply for additional New Shares under the Top-Up Facility; or (c) do nothing, in which case you will not take up your Entitlement and your proportionate shareholding in the Company will be diluted.

4.2. How to accept the Offer To accept the offer you must undertake one of the two options outlined below (a) Pay by BPAY® To make payment through the BPAY® facility follow the instructions set out on the Entitlement and Acceptance Form. Payment must be received 5.00 PM (AEST) on 18 August 2017. Shareholders should be aware of the time required to process payments by BPAY® in choosing the appropriate application and payment method. If you make your payment by BPAY® you do not need to lodge the Entitlement and Acceptance Form. (b) Pay by cheque, money order or bank draft Alternatively, if you wish to take up all or part of your Entitlement and pay for the New Shares by cheque, money order or bank draft, you should complete the personalised Entitlement and Acceptance Form accompanying this Offer Document (for all of the New Shares offered to you or such lesser number you wish to accept) in accordance with the instructions set out on the form. If you also wish to apply for any Additional Shares, you will also need to complete Section B of the Entitlement and Acceptance Form in accordance with the instructions set out on the form. Completed forms should be forwarded, together with your cheque, money order or bank draft for the amount due in respect of the number of New Shares you have applied for (being that number multiplied by the Issue Price,) so that it is received by the Share Registry at the following address by no later than 5.00pm (AEDT) on 18 August 2017: By mail; Hand Delivery: Automic Registry Services PO Box 2226, Strawberry Hills NSW 2012

Automic Registry Services Level 3, 50 Holt Street, Surry Hills NSW 2010

Cheques, money orders and bank drafts will only be accepted in Australian currency and must be drawn on an Australian financial institution, made payable to " Novita Healthcare Limited Share Issue Account" and crossed "not negotiable". Cash will not be accepted. Receipts for payment will not be issued.

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You should note that the Company is not required to issue any New Shares to a person accepting the Offer under this Offer Document unless receives applications in accordance with the instructions outlined above and, where applicable, there are sufficient funds in the account on which the cheque, money order or bank draft is drawn so that the cheque, money order or bank draft clears in favour of the Company when it is first presented for payment. Only Applications that satisfy these conditions will be considered to be Valid Applications. Receipt of your payment will constitute acceptance in accordance with, and your agreement to, the terms of the Offer, including those set out in this Offer Document. If you take up only some of your rights, your remaining rights will lapse as set out in the section 4.4

4.3. Declining to take up your Entitlement If you decide not to participate in the Offer, you do not need to fill out or return the accompanying Entitlement and Acceptance Form. You will receive no payment for any Entitlement not taken up.

4.4. Allow Entitlement to lapse If you do not wish to exercise any or part of your entitlement you are not required to do anything. In that case, the Entitlement will lapse without any benefit to you. By not taking any action and not taking up your Entitlement your shareholding in Novita will be diluted.

4.5. Application is unconditional You cannot withdraw your application once it has been accepted.

5. RISKS An investment in New Shares should be regarded as speculative and is a decision which is subject to the same type of risks which are ordinarily associated with purchasing company shares in ASX listed companies. The brief summary of risk factors set out below is not exhaustive. Eligible Shareholders should consider these risks carefully and, if they are in any doubt, should consult their financial, legal or other professional adviser.

5.1. General risks As is the case with any investment listed on ASX, the value of New Shares may rise above or fall below the Issue Price. Movement in the Company's share price may be attributable to any number of factors associated with financial and operating conditions. Similarly, external factors may have a bearing on the value of New Shares, over which the Company has no control. These external factors include (but are not limited to):

a) economic conditions in Australia and overseas; b) share market fluctuations; c) interest and inflation rates; d) changes in investor sentiment toward particular market sectors; e) the demand for, and supply of, capital; f) liquidity of Shares and the lack of an active market for Shares; g) changes in fiscal, monetary, regulatory and other government policies; h) geo-political conditions such as acts or threats of terrorism or military conflicts; and i) any future changes to tax laws or accounting standards

For

per

sona

l use

onl

y

Page 15 of 39

5.2. Company specific risks Other key risks specific to the Company are set our below Economic viability of TALI and Newly There is no assurance that the TALI Train, the recently announced acquisition of Newly or businesses acquired in the future, will be economically viable and profitable. Future capital requirements The Company believes that on completion of the Offer the Company will have enough fund to complete the work outlined in Section 3.2. The funding of any further ongoing capital requirements beyond this will depend upon a number of factors including the extent of the Company's ability to generate income. The Company does not expect the expenditure of the raised fund to result immediately in the generation of income from operating activities. Should the Company require additional funding there can be no assurance that additional financing will be available on acceptable terms, or at all. Any inability to obtain additional finance, if required would have an adverse material effect on the Company's business, its financial condition and performance and its ability to continue as a going concern.

For

per

sona

l use

onl

y

ACQ

UIS

ITIO

N O

F N

EWLY

AN

D

EQU

ITY

RAI

SIN

G12

JU

LY 2

017

NO

VITA

HEA

LTH

CAR

E LI

MIT

ED (A

SX: N

HL)

5.C

APIT

AL R

AISI

NG

PR

ESEN

TATI

ON

Page

16

of 3

9

For

per

sona

l use

onl

y

Execu

tive s

um

mary

Nov

ita H

ealth

care

Lim

ited

(Nov

ita) i

s pl

ease

d to

ann

ounc

e th

e ac

quis

ition

of N

ewly,

an

inno

vativ

e on

line

mar

ketp

lace

, and t

he launch o

f an e

quity r

ais

ing t

o p

rovid

e f

unds for

the e

xpansio

n o

f N

ew

ly a

nd N

ovita’s

exis

ting b

usin

ess

Acqu

isiti

on o

f New

ly▪

New

ly is

an

onlin

e m

arke

tpla

ce c

onne

ctin

g ca

re a

nd s

uppo

rt pr

ofes

sion

als

with

peo

ple

and

orga

nisa

tions

in n

eed

R

epre

sent

s an

exp

ansi

on in

to th

e gr

owin

g ag

ed c

are

segm

ent o

f com

mun

ity c

are

for N

ovita

O

ppor

tuni

ty to

exp

and

appl

icat

ion

of N

ew

ly’s

tech

nolo

gy a

cros

s br

oade

r com

mun

ity c

are

spec

trum

and

exp

lore

po

tent

ial R

&D, d

istri

butio

n an

d fu

ndin

g sy

nerg

ies

with

TAL

I

Acqu

isiti

on c

onsi

dera

tion

▪In

itial

pay

men

t to

New

ly ve

ndor

s of

A$1

.0 m

illion

of n

ew fu

lly p

aid

ordi

nary

sha

res

in N

ovita

▪D

efer

red

cash

ear

n-ou

t of 4

x pr

ofit

befo

re ta

x in

cal

enda

r yea

r 201

9

Equi

ty ra

isin

g to

fund

gro

wth

▪N

ovita is launchin

g a

n e

quity

rais

ing o

f A

$3.5

mill

ion t

o fund the g

row

th o

f N

ew

ly a

s w

ell

as N

ovita’s

exis

ting

busi

ness

, TAL

I

Offe

r pric

e of

A$0

.03

per s

hare

O

ffer p

rice

repr

esen

ts a

6.3

% d

isco

unt t

o la

st c

lose

and

a 7

.1%

dis

coun

t to

the

5 da

y VW

AP

Equi

ty ra

isin

g st

ruct

ure

▪Tw

o tra

nche

A$2

.5 m

illion

pla

cem

ent t

o so

phis

ticat

ed a

nd p

rofe

ssio

nal i

nves

tors

(Pla

cem

ent)

F

irst tr

anche w

ithin

Novita’s

exis

ting p

lacem

ent

capacity p

urs

uant to

AS

X L

isting R

ule

7.1

and 7

.1A

Se

cond

tran

che

cond

ition

al o

n sh

areh

olde

r app

rova

l at a

n Ex

traor

dina

ry G

ener

al M

eetin

g (E

GM

)▪

A$1.

0 m

illion

rig

hts

issu

e to

exi

stin

g sh

areh

olde

rs (R

ight

s Is

sue)

Tota

l of a

ppro

xim

atel

y 15

9m s

hare

s to

be

issu

ed fr

om th

e ac

quis

ition

and

equ

ity ra

isin

g, w

hich

wou

ld e

quat

e to

a

A$10

.9m

mar

ket c

apita

lisat

ion

at th

e of

fer p

rice

on c

ompl

etio

n

Page

17

of 3

9

For

per

sona

l use

onl

y

Co

mp

an

y o

verv

iew

Novi

ta is

an

inno

vativ

e he

alth

tech

nolo

gy c

ompa

ny fo

cuse

d on

acq

uirin

g an

d de

velo

ping

bre

akth

roug

h ag

ed a

nd c

omm

unity

car

e te

chno

logi

esC

ompa

ny p

rofil

e Sh

are

pric

e pe

rfor

man

ce

Pre-

deal

fina

ncia

lsPr

e-de

al s

hare

hold

ers

▪N

ovita

’s v

isio

n is

to

pos

ition

itse

lf at

the

fore

fron

tof

inno

vativ

e he

alth

tech

nolo

gy▪

No

vita

’s c

urr

en

t fla

gsh

ip te

ch

no

log

y is

TA

LI T

rain

,

whi

ch p

rovi

des

a gr

ound

-bre

akin

g ga

me

base

dtr

aini

ng s

oftw

are

clin

ical

ly p

rove

n to

impr

ove

core

cogn

itive

per

form

ance

in c

hild

ren

Shar

e pr

ice

(7 J

uly

2017

)A$

0.03

2

Num

ber o

f sha

res

204.

8m

Mar

ket c

apita

lisat

ion

A$6.

6m

Cas

h (3

1-M

ar-1

7)A$

1.2m

Deb

t (31

-Mar

-17)

No

debt

Ente

rpris

e va

lue

A$5.

4m

Sourc

e:

IRE

SS

Meg

abay

Hol

ding

s Pt

y Lt

d9.

3%

Gre

y In

nova

tion

Hol

ding

s Pt

y Lt

d6.

4%

Boar

d, M

anag

emen

t and

Ass

ocia

tes

5.6%

Top

20 s

hare

hold

ers

49.2

%

Pric

e (A

cps)

3

-

1.0

2.0

3.0

4.0

5.0 Ju

l-16

Sep-

16N

ov-1

6Ja

n-17

Mar

-17

May

-17

Jul-1

7

Page

18

of 3

9

For

per

sona

l use

onl

y

Pro

po

sed

eq

uity r

ais

ing

str

uctu

re

Novi

ta in

tend

s to

rais

e A$

2.5m

via

a tw

o tr

anch

e pl

acem

ent a

nd A

$1.0

m v

ia a

righ

ts

issu

e to

acc

eler

ate

expa

nsio

n of

bot

h Ne

wly

and

TAL

I

Ove

rvie

w

Offe

r pric

e

Plac

emen

t

Rig

hts

Issu

e

▪N

ew S

hare

s un

der P

lace

men

t and

Rig

hts

Issu

e w

ill b

e is

sued

at A

$0.0

3 pe

r sha

re▪

Rep

rese

nts

a 6.

3% d

isco

unt t

o la

st c

lose

and

a 7.

1% d

isco

unt t

o th

e 5

day

VWAP

▪A$

2.5m

is to

be

rais

ed th

roug

h th

e is

sue

ofN

ew S

hare

s un

der a

two

tranc

he p

lace

men

tto

inst

itutio

nal a

nd s

ophi

stic

ated

inve

stor

s

A$0.5

m u

nder

the C

om

pany’s

capacity

unde

r ASX

Lis

ting

Rul

e 7.

1 an

d 7.

1A1

A$

2.0m

via

a c

ondi

tiona

l pla

cem

ent

subj

ect t

o sh

areh

olde

r app

rova

l

▪U

p to

A$1

.0m

to b

e ra

ised

thro

ugh

the

issu

eof

New

Sha

res

unde

r a 1

for 6

righ

ts is

sue

toex

istin

g sh

areh

olde

rs▪

Novita’s

Boar

dha

veal

sost

ated

anin

tent

ion

tota

keup

thei

rent

itlem

ents

Use

of f

unds

Expa

nsio

n ca

pita

l A$

3.2m

Cost

s of

Pla

cem

ent a

nd R

ight

s Is

sue

A$0.

3m

Tota

l use

of f

unds

A$

3.5m

Hig

hlig

hts

▪Fu

nd th

e ac

quis

ition

of N

ewly

as

wel

l as

the

inve

stm

ent

requ

ired

to fu

rther

dev

elop

the

softw

are

and

rollo

ut th

ebu

sine

ss n

atio

nally

▪Ad

ditio

nal e

xpan

sion

cap

ital t

o su

ppor

t and

acc

eler

ate

the

com

merc

ialis

ation o

f N

ovita’s

assets

Not

e: In

add

ition

to th

e eq

uity

offe

r, sh

areh

olde

r app

rova

l will

be

soug

ht fo

r the

issu

e of

add

ition

al s

hare

s to

Gre

y In

nova

tion

and

Toru

s G

ames

in c

ompe

nsat

ion

for s

ervi

ces

rela

ted

to T

ALI

1.G

rey

Inno

vatio

n to

be

paid

A$1

70k

in d

evel

opm

ent f

ees

thro

ugh

the

issu

e of

5.7

m N

ew S

hare

s at

the

offe

r pric

e2.

Toru

s G

ames

to b

e pa

id A

$77k

in d

evel

opm

ent f

ees

thro

ugh

the

issu

e of

2.6

m N

ew S

hare

s at

the

offe

r pric

e

Note

1.

Part

of

Novita’s

tota

l pla

cem

ent

capacity u

nder

AS

X L

isting R

ule

7.1

and 7

.1A

will b

e u

sed to f

und t

he u

pfr

ont

purc

hase p

rice

of

New

ly in

fully p

aid

ord

inary

share

s

Page

19

of 3

9

For

per

sona

l use

onl

y

Eq

uity r

ais

ing

tim

eta

ble

Indi

cativ

e tim

etab

le

Com

pany

in tr

adin

g ha

lt M

onda

y –

Tues

day,

10

to 1

1 Ju

ly 2

017

Clo

sing

dat

e fo

r rec

eipt

of f

irm a

nd ir

revo

cabl

e bi

ds in

Pla

cem

ent

Tues

day,

11

July

201

7

Offe

r ann

ounc

ed a

nd c

ompa

ny re

sum

es tr

adin

gW

edne

sday

, 12

July

201

7

“Ex”

date

for

the R

ights

Issue

Mon

day,

17

July

201

7

Rec

ord

date

for R

ight

s Is

sue

5:00

pm A

EST

Tues

day,

18

July

201

7

Settl

emen

t of T

ranc

he 1

New

Sha

res

Tues

day,

18

July

201

7

Des

patc

h of

Rig

hts

Issu

e bo

okle

t and

acc

epta

nce

form

to S

hare

hold

ers

Wed

nesd

ay, 1

9 Ju

ly 2

017

Allo

tmen

t of T

ranc

he 1

New

Sha

res

Wed

nesd

ay, 1

9 Ju

ly 2

017

EGM

aut

horis

ing

Tran

che

2Fr

iday

, 18

Augu

st 2

017

Clo

sing

dat

e of

Rig

hts

Issu

e5:

00pm

AES

T Fr

iday

, 18

Augu

st 2

017

Settl

emen

t of T

ranc

he 2

New

Sha

res

(sub

ject

to E

GM

app

rova

l)Tu

esda

y, 2

2 Au

gust

201

7

Allo

tmen

t of T

ranc

he 2

New

Sha

res

(sub

ject

to E

GM

app

rova

l)W

edne

sday

, 23

Augu

st 2

017

Allo

tmen

t of R

ight

s Is

sue

New

Sha

res

Frid

ay, 2

5 Au

gust

201

7

Novi

ta is

wor

king

to th

e in

dica

tive

timet

able

pro

vide

d be

low

*The

abo

ve t

imet

able

is in

dica

tive

only

and,

sub

ject

to th

e AS

X Li

stin

g R

ules

, may

be

varie

d

Page

20

of 3

9

For

per

sona

l use

onl

y

New

ly a

cq

uis

itio

n

The

acqu

isiti

on o

f New

ly a

llow

s No

vita

to fu

rther

cap

italis

e on

inno

vativ

e co

mm

unity

car

e te

chno

logi

esSt

atus

and

key

term

s

▪N

ovita

has

ent

ered

into

bin

ding

doc

umen

tatio

n to

acqu

ire N

ewly

, sub

ject

to th

e su

cces

sful

com

plet

ion

ofth

e eq

uity

rais

ing

▪U

pfro

nt p

urch

ase

cons

ider

atio

n of

A$1

.0m

oU

pfro

nt p

aym

ent c

ompr

ises

A$1

.0m

in fu

lly p

aid

ordi

nary

sha

res

in N

ovita

at t

he s

ame

issu

e pr

ice

asth

e Pl

acem

ent a

nd R

ight

s Is

sue

oSh

ares

will

be e

scro

wed

for a

per

iod

of 1

8 m

onth

sfro

m th

e da

te o

f iss

ue

▪Ea

rn-o

ut p

aym

ent o

f 4x

prof

it be

fore

tax

for C

Y201

9o

If ap

plic

able

, to

be p

aid

in c

ash

on 1

Mar

ch 2

020

oPa

rties

may

var

y ca

sh p

aym

ent t

o fa

cilit

ate

paym

ent

of p

art o

r all

of th

e ea

rn-o

ut p

aym

ent i

n fu

lly p

aid

ordi

nary

sha

res

in N

ovita

Acqu

isiti

on r

atio

nale

▪N

ewly

is a

n in

nova

tive

and

scal

able

tech

nolo

gyop

port

unity

in a

ged

and

com

mun

ity c

are

▪Pr

ovid

es a

n en

hanc

ed re

crui

tmen

t sol

utio

n fo

r the

aged

/com

mun

ity c

are

and

disa

bilit

y se

ctor

oN

ewly

has

larg

est d

atab

ase

of c

arer

s in

Aus

tralia

oEs

tabl

ishe

d re

latio

nshi

ps w

ith m

ajor

car

e pr

ovid

ers

oC

ompe

titiv

e ad

vant

age

thro

ugh

trans

pare

nt a

ndco

mpr

ehen

sive

ass

essm

ent o

f qua

lity

of c

arer

s

▪Ac

quis

ition

of N

ewly

repr

esen

ts a

val

uabl

e ex

pans

ion

into

the

larg

e an

d gr

owin

g ag

ed c

are

and

disa

bilit

ym

arke

t

▪P

ote

ntial to

exte

nd a

pp

lication o

f N

ew

ly’s

technolo

gy

acro

ss b

road

er c

omm

unity

car

e sp

ectr

umo

Opp

ortu

nity

to p

rovi

de s

ervi

ces

com

plem

enta

ry to

Novita’s

foundation investm

ent, T

ALI

Page

21

of 3

9

For

per

sona

l use

onl

y

Intr

od

uctio

n to

New

ly

New

ly is

an

inno

vativ

e on

line

mar

ketp

lace

con

nect

ing

care

and

sup

port

prof

essi

onal

s w

ith p

eopl

e an

d or

gani

satio

ns in

nee

d

Focu

s on

cre

atin

g th

e be

st p

ossi

ble

outc

ome

for p

eopl

e w

ho n

eed

care

and

support

serv

ices…

…via

a c

urat

ed

onlin

e so

lutio

n,

prov

idin

g co

nnec

tions

with

qu

ality

and

co

nsis

tenc

y

User

-frie

ndly

, sca

labl

e pl

atfo

rm

Easy

to u

se p

latfo

rm, e

nabl

ing

deta

iled

sear

ch a

nd e

mpl

oym

ent

optio

ns fo

r car

e an

d su

ppor

t pr

ofes

sion

als

Larg

est p

ool o

f pro

fess

iona

ls

With

15,

000

regi

stra

nts,

New

ly h

as

the

larg

est d

ata

base

of c

arer

s in

Au

stra

lia fo

r pro

vide

rs, f

amilie

s an

d in

divi

dual

sto

cho

ose

from

Tran

spar

ency

& q

ualit

y as

sura

nce

New

ly p

rovi

des

qual

ity a

ssur

ance

ba

sed

on a

uni

que,

tran

spar

ent a

nd

com

preh

ensi

veas

sess

men

t pro

cess

A ne

w a

nd b

ette

r way

Page

22

of 3

9

For

per

sona

l use

onl

y

Sig

nific

an

t m

ark

et o

pp

ort

un

ity fo

r N

ew

ly

Opt

imal

ly p

ositi

oned

to c

apita

lise

on th

e la

rge

and

grow

ing

dem

and

for q

ualit

y ag

ed a

nd d

isab

ility

car

e an

d su

ppor

t ser

vice

s La

rge

dem

and

for q

ualit

y ca

re a

nd s

uppo

rt

▪N

ewly

targ

ets

the

mar

ket f

or a

ged

care

and

dis

abilit

y ca

re

and

supp

ort s

ervi

ces

▪C

urre

ntly

a g

row

ing

gap

exis

ts b

etw

een

dem

and

and

avai

labl

e pr

ofes

sion

als

espe

cial

ly fo

r qua

lity

care

rs.

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eman

d fo

r suc

h se

rvic

es is

fore

cast

to g

row

to 3

.5 m

illion

re

quire

d ca

rers

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cast

dem

and

for c

arer

s in

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tral

ia

160,

000

300,

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200,

000

300,

000

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Dis

abilit

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ppor

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are

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prob

lem

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qual

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supp

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ssio

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ely

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ctiv

e w

ay

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qua

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relia

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indi

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igh

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lity

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nts

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cally

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pend

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Com

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ase

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nect

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Page

23

of 3

9

For

per

sona

l use

onl

y

Newly’s

un

iqu

e b

usin

ess m

od

el

Com

petit

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ces

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stom

ers

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wid

e ra

nge

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tal m

arke

t e.g

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iPag

es)

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rget

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t clie

nts

with

spec

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eeds

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ulti-

vert

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, tw

o-si

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ketp

lace

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perie

nce

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ged

care

and

hea

lthse

ctor

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✓R

elev

ant a

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and

hea

lthse

ctor

exp

erie

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that

take

sac

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t of d

iffer

ent c

lient

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ds✓

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xam

ple,

ong

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vs

one-

off

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ices

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nts,

inte

grat

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ces

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ativ

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ovid

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✓N

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ks w

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vide

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Car

e pr

ovid

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dom

inan

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visi

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equi

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nt in

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t in

adve

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edia

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son

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actin

g cl

ient

s

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tilis

e so

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med

ia (e

.g. F

aceb

ook,

blog

s) w

ith fo

cus

on b

uild

ing

care

rco

mm

unity

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jobs

boa

rd, c

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uch

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Attra

ctin

g go

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vita

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ly’s

long

-term

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ilt c

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site

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rela

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t▪

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inim

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oduc

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es w

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perie

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Page

24

of 3

9

For

per

sona

l use

onl

y

New

ly h

isto

ry

Sinc

e its

est

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25

of 3

9

For

per

sona

l use

onl

y

New

ly s

up

po

rts m

an

y o

f th

e m

ajo

r care

pro

vid

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ly w

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est

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new

car

e pr

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has

str

ong

indu

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co

nnec

tions

Page

26

of 3

9

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per

sona

l use

onl

y

New

ly m

an

ag

em

en

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am

an

d a

dvis

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bo

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m

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of O

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Healthcare

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ver

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spects

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secr

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vern

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man

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rious

role

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sem

i-gov

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wel

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pani

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ently

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inte

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anager

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pas

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mm

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atio

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-lead

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up

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augh

tin

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stra

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maj

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nat

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hairm

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rans

port

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irect

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ealth

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, a la

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iban

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larg

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arm

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unde

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BS V

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viso

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oard

Page

27

of 3

9

For

per

sona

l use

onl

y

Next ste

ps fo

r F

Y18

Fina

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TALI

Tr

ain

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ta is

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Page

28

of 3

9

For

per

sona

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y

No

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into

larg

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man

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r age

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mm

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car

e se

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rage

of c

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fras

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&D,

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phas

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l leg

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pose

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Page

29

of 3

9

For

per

sona

l use

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y

APPE

ND

IX

Page

30

of 3

9

For

per

sona

l use

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y

Bo

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31

of 3

9

For

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es a

nd

activ

ities

term

inat

ed, d

ispo

sed

of, o

r dis

solv

ed

▪N

ovita

is fo

cuse

d on

exp

lorin

gne

w in

vest

men

t opp

ortu

nitie

sin

line

with

inno

vativ

e an

dcu

tting

-edg

e ag

ed a

ndco

mm

unity

car

e te

chno

logy

Page

32

of 3

9

For

per

sona

l use

onl

y

Dis

cla

imer

This

doc

umen

t (th

is In

vest

or P

rese

ntat

ion)

has

bee

n pr

epar

ed, a

nd is

issu

ed b

y, N

ovita

Hea

lthca

re L

imite

d (N

ovita

) on

the

basi

s of

info

rmat

ion

avai

labl

e to

N

ovita

as

at 1

0 Ju

ly 2

017.

Nov

ita h

as e

ngag

ed S

haw

and

Par

tner

s (th

e Le

ad M

anag

er) t

o ad

vise

them

in re

latio

n to

the

poss

ibili

ty o

f the

par

ties

to w

hom

this

Inve

stor

Pre

sent

atio

n ha

s be

en p

rovi

ded

(the

Inte

rest

ed P

artie

s, a

nd e

ach,

an

Inte

rest

ed P

arty

) mak

ing

an in

vest

men

t in

Nov

ita.

This

Inve

stor

Pre

sent

atio

n ha

s be

en p

repa

red

sole

ly to

pro

vide

an

Inte

rest

ed P

arty

with

gen

eral

info

rmat

ion

conc

erni

ng th

e op

erat

ions

of N

ovita

to a

ssis

t an

Inte

rest

ed P

arty

to d

ecid

e w

heth

er to

par

ticip

ate

by m

akin

g an

inve

stm

ent i

n N

ovita

. Thi

s In

vest

or P

rese

ntat

ion

cont

ains

onl

ya

sele

cted

sum

mar

y of

rele

vant

in

form

atio

n th

at a

n In

tere

sted

Par

ty m

ay re

quire

. Thi

s In

vest

or P

rese

ntat

ion

is s

uppl

ied

to th

e In

tere

sted

Par

ties

on th

is b

asis

and

is n

ot to

be

used

for a

ny

othe

r pur

pose

.

Not

hing

in th

is In

vest

or P

rese

ntat

ion

cons

titut

es a

n of

fer f

or s

ecur

ities

for s

ale

in a

ny ju

risdi

ctio

n in

whi

ch, o

r to

any

pers

on to

who

m, i

t is

unla

wfu

l to

do s

o.

Aust

ralia

Nei

ther

, thi

s In

vest

or P

rese

ntat

ion

nor a

ny o

ther

dis

clos

ure

docu

men

t or p

rodu

ct d

iscl

osur

e st

atem

ent i

n re

latio

n to

Nov

ita n

or a

ny s

ecur

ities

issu

ed b

y it,

its

affil

iate

s or

any

rela

ted

body

cor

pora

te h

as b

een

or w

ill b

e lo

dged

with

the

Aust

ralia

n Se

curit

ies

and

Inve

stm

ents

Com

mis

sion

. The

Inte

rest

ed P

artie

s ea

ch

conf

irm th

at th

ey a

re, a

nd a

ny p

erso

n on

who

se a

ccou

nt o

r ben

efit

they

are

act

ing

is, a

"sop

hist

icat

ed in

vest

or" o

r "pr

ofes

sion

al in

vest

or" a

nd "w

hole

sale

cl

ient

" with

in th

e m

eani

ngs

give

n in

sec

tions

708

(8),

708(

11) a

nd 7

61G

resp

ectiv

ely,

of t

he C

orpo

ratio

ns A

ct 2

001

(Cth

) (Co

rpor

atio

ns A

ct) a

nd if

ther

e w

ere

an o

ffer o

f sec

uriti

es, i

t wou

ld b

e a

pers

on to

who

m s

uch

secu

ritie

s m

ay b

e of

fere

d w

ithou

t dis

clos

ure

to in

vest

ors

unde

r Cha

pter

6D

or P

art 7

.9 o

f the

C

orpo

ratio

ns A

ct.

Unite

d St

ates

In p

artic

ular

, thi

s In

vest

or P

rese

ntat

ion

is n

ot a

n of

fer o

f sec

uriti

es fo

r sal

e in

the

Uni

ted

Stat

es o

r to,

or f

or th

e ac

coun

t or b

enef

it of

, U.S

. per

sons

(as

defin

ed

in R

egul

atio

n S

unde

r the

Uni

ted

Stat

es S

ecur

ities

Act

of 1

933

(the

Secu

ritie

s Ac

t)). N

ovita

, its

affi

liate

s an

d re

late

d bo

dies

cor

pora

te a

re n

ot a

nd w

ill b

e re

gist

erin

g an

y se

curit

ies

unde

r the

Sec

uriti

es A

ct o

r the

sec

uriti

es la

ws

of a

ny s

tate

of t

he U

nite

d St

ates

or a

ny o

ther

juris

dict

ion

othe

r tha

n th

e C

omm

onw

ealth

of A

ustra

lia.

This

doc

umen

t has

bee

n pr

epar

ed fo

r pub

licat

ion

in A

ustra

lia a

nd m

ay n

ot b

e re

leas

ed o

r dis

tribu

ted

in th

e U

nite

d St

ates

or t

o U

.S. p

erso

ns. F

ailu

re to

co

mpl

y w

ith th

is d

irect

ive

may

resu

lt in

a v

iola

tion

of th

e Se

curit

ies

Act a

nd/o

r ano

ther

app

licab

le la

w o

f the

Uni

ted

Stat

esor

anot

her j

uris

dict

ion.

Hong

Kon

gW

arni

ng: T

his

docu

men

t has

not

bee

n, a

nd w

ill n

ot b

e, re

gist

ered

as

a pr

ospe

ctus

und

er th

e C

ompa

nies

(Win

ding

Up

and

Mis

cella

neou

s Pr

ovis

ions

) O

rdin

ance

(Cap

32)

of H

ong

Kong

, nor

has

it b

een

auth

oris

ed b

y th

e Se

curit

ies

and

Futu

res

Com

mis

sion

in H

ong

Kong

pur

suan

t to

the

Secu

ritie

s an

d Fu

ture

O

rdin

ance (C

ap 5

71)

of th

e L

aw

s o

f H

ong K

ong (

the “

SF

O”)

. N

o a

ction h

as b

een t

aken in H

ong K

ong to a

uth

ori

se o

r re

gis

ter

this

docu

men

t or t

o pe

rmit

the

dist

ribut

ion

of th

is d

ocum

ent o

r any

doc

umen

ts is

sued

in c

onne

ctio

n w

ith it

. Acc

ordi

ngly

, the

Sha

res

have

not

bee

n an

d w

ill n

ot b

e of

fere

d or

sol

d in

Hon

g K

ong o

ther

than to “

pro

fessio

nal i

nvesto

rs” (a

s d

efined in the S

FO

).Pa

ge 3

3 of

39

For

per

sona

l use

onl

y

Dis

cla

imer (c

on

t.)

No

adve

rtise

men

t, in

vita

tion

or d

ocum

ent r

elat

ing

to th

e Sh

ares

has

bee

n or

will

be

issu

ed, o

r has

bee

n or

will

be

in th

e po

sses

sion

of a

ny p

erso

n fo

r the

pu

rpos

e of

issu

e, in

Hon

g Ko

ng o

r els

ewhe

re th

at is

dire

cted

at,

or th

e co

nten

ts o

f whi

ch a

re li

kely

to b

e ac

cess

ed o

r rea

d by

, the

pub

lic o

f Hon

g Ko

ng

(exc

ept i

f per

mitt

ed to

do

so u

nder

the

secu

ritie

s la

ws

of H

ong

Kong

) oth

er th

an w

ith re

spec

t to

Shar

es th

at a

re o

r are

inte

nded

to b

e di

spos

ed o

f onl

y to

pe

rson

s ou

tsid

e H

ong

Kong

or o

nly

to p

rofe

ssio

nal in

vest

ors

(as

defin

ed in

the

SFO

and

any

rule

s m

ade

unde

r tha

t ord

inan

ce).

No

pers

on a

lloca

ted

Shar

es

may

sel

l, or

offe

r to

sell,

suc

h se

curit

ies

in c

ircum

stan

ces

that

am

ount

to a

n of

fer t

o th

e pu

blic

in H

ong

Kong

with

in s

ix m

onth

s fo

llow

ing

the

date

of i

ssue

of

such

sec

uriti

es.

The

cont

ents

of t

his

docu

men

t hav

e no

t bee

n re

view

ed b

y an

y H

ong

Kong

regu

lato

ry a

utho

rity.

You

are

adv

ised

to e

xerc

ise

caut

ion

in re

latio

n to

the

offe

r. If

you

are

in d

oubt

abo

ut a

ny c

onte

nts

of th

is d

ocum

ent,

you

shou

ld o

btai

n in

depe

nden

t pro

fess

iona

l adv

ice.

New

Zea

land

This

doc

umen

t has

not

bee

n re

gist

ered

, file

d w

ith o

r app

rove

d by

any

New

Zea

land

regu

lato

ry a

utho

rity u

nder

the

Fina

ncia

l Mar

kets

Con

duct

Act

201

3 (th

e “F

MC

Act”

). T

he S

hare

s a

re n

ot bein

g o

ffere

d o

r sold

in N

ew

Zeala

nd (

or

allott

ed w

ith a

vie

w t

o b

ein

g o

ffere

d for

sale

in N

ew

Zeal

and)

oth

er th

an to

a p

erso

n w

ho:

― is a

n investm

ent busin

ess w

ithin

the m

eanin

g o

f cla

use 3

7 o

f S

chedule

1 o

f th

e F

MC

Act;

― m

eets

the investm

ent activity c

rite

ria s

pecifie

d in c

lause 3

8 o

f S

chedule

1 o

f th

e F

MC

Act;

― is larg

e w

ithin

the m

eanin

g o

f cla

use 3

9 o

f S

chedule

1 o

f th

e F

MC

Act;

― is a

govern

ment agency w

ithin

the m

eanin

g o

f cla

use 4

0 o

f S

chedule

1 o

f th

e F

MC

Act;

or

― is a

eligib

le investo

r w

ithin

the m

eanin

g o

f cla

use 4

1 o

f S

chedule

1 o

f th

e F

MC

Act.

Sing

apor

eTh

is d

ocum

ent a

nd a

ny o

ther

mat

eria

ls re

latin

g to

the

Shar

es h

ave

not b

een,

and

will

not

be,

lodg

ed o

r reg

iste

red

as a

pro

spec

tus

in S

inga

pore

with

the

Mon

etar

y Au

thor

ity o

f Sin

gapo

re. A

ccor

ding

ly, t

his

docu

men

t and

any

oth

er d

ocum

ent o

r mat

eria

ls in

con

nect

ion

with

the

offe

r or s

ale,

or i

nvita

tion

for

subs

crip

tion

or p

urch

ase,

of S

hare

s, m

ay n

ot b

e is

sued

, circ

ulat

ed o

r dis

tribu

ted,

nor

may

the

Shar

es b

e of

fere

d or

sol

d, o

r be

mad

e th

e su

bjec

t of a

n in

vita

tion

for s

ubsc

riptio

n or

pur

chas

e, w

heth

er d

irect

ly o

r ind

irect

ly, t

o pe

rson

s in

Sin

gapo

re e

xcep

t pur

suan

t to

and

in a

ccor

danc

e w

ith e

xem

ptio

ns in

Su

bdiv

isio

n (4

) Div

isio

n 1, P

art

XII

I of th

e S

ecuri

ties a

nd F

utu

res A

ct,

Chapte

r 289 o

f S

ingapore

(th

e “

SF

A”)

, or

as o

therw

ise p

ursu

ant t

o, a

nd in

acc

orda

nce

with

the

cond

ition

s of

any

oth

er a

pplic

able

pro

visi

ons

of th

e SF

A.

This

doc

umen

t has

bee

n gi

ven

to y

ou o

n th

e ba

sis

that

you

are

(i)

an “

institu

tional i

nvesto

r” (

as d

efined in the S

FA

; or

(ii)

a “

rele

vant pers

on”

(as d

efined in

sect

ion

275(

2) o

f the

SFA

). In

the

even

t tha

t you

are

not

an

inve

stor

falli

ng w

ithin

any

of t

he c

ateg

orie

s se

t out

abo

ve, p

leas

ere

turn

this

doc

umen

t im

med

iate

ly. Y

ou m

ay n

ot fo

rwar

d or

circ

ulat

e th

is d

ocum

ent t

o an

y ot

her p

erso

n in

Sin

gapo

re.

Any

offe

r is

not m

ade

to y

ou w

ith a

vie

w to

the

Shar

es b

eing

sub

sequ

ently

offe

red

for s

ale

to a

ny o

ther

par

ty. T

here

are

on-

sale

rest

rictio

ns in

Sin

gapo

re th

at

may

be

appl

icab

le to

inve

stor

s w

ho a

cqui

re S

hare

s. A

s su

ch, i

nves

tors

are

adv

ised

to a

cqua

int t

hem

selv

es w

ith th

e SF

A pr

ovis

ions

rela

ting

to re

sale

re

stric

tions

in S

inga

pore

and

com

ply

acco

rdin

gly.

Pa

ge 3

4 of

39

For

per

sona

l use

onl

y

Dis

cla

imer (c

on

t.)

Stat

us o

f Inv

esto

r Pre

sent

atio

n

THIS

INVE

STO

R PR

ESEN

TATI

ON

IS N

OT

INVE

STM

ENT

ADVI

CE O

R FI

NANC

IAL

PRO

DUCT

ADV

ICE.

This

Inve

stor

Pre

sent

atio

n is

nei

ther

a p

rosp

ectu

s, d

iscl

osur

e do

cum

ent n

or p

rodu

ct d

iscl

osur

e st

atem

ent u

nder

the

Cor

pora

tions

Act

200

1 (C

th) a

nd d

oes

not p

urpo

rt to

con

tain

all

the

info

rmat

ion

that

inve

stor

s or

thei

r pro

fess

iona

l adv

iser

s w

ould

reas

onab

ly re

quire

to m

ake

an in

form

ed a

sses

smen

t of:

― the r

ights

att

achin

g to a

ny s

ecuri

ties o

f N

ovita o

r its r

ela

ted b

odie

s c

orp

ora

te a

nd a

ssocia

tes; and

― the a

ssets

and lia

bilitie

s, financia

l positio

n a

nd p

erf

orm

ance, pro

fits

and losses a

nd p

rospects

of N

ovita

This

Inve

stor

Pre

sent

atio

n do

es n

ot c

onst

itute

an

offe

r, in

vita

tion

or re

com

men

datio

n fo

r the

sal

e or

pur

chas

e of

any

sec

uriti

esin

any

juris

dict

ion.

Ref

eren

ces

to, a

nd th

e ex

plan

atio

n of

, leg

isla

tion

and

regu

lato

ry is

sues

in th

is In

vest

or P

rese

ntat

ion

are

indi

cativ

e on

ly a

nd s

houl

d no

t be

relie

d on

. The

y do

no

t pur

port

to s

umm

aris

e al

l rel

evan

t leg

isla

tion

and

regu

lato

ry is

sues

or t

o be

a fu

ll ex

plan

atio

n of

any

par

ticul

ar m

atte

r.

Each

Inte

rest

ed P

arty

sho

uld,

am

ongs

t oth

er th

ings

, con

duct

thei

r ow

n in

vest

igat

ions

, ana

lysi

s an

d ve

rific

atio

ns o

f the

info

rmat

ion

cont

aine

d in

this

Inve

stor

Pr

esen

tatio

n an

d co

nsid

er s

eeki

ng a

ppro

pria

te p

rofe

ssio

nal a

dvic

e in

revi

ewin

g an

d ev

alua

ting

the

info

rmat

ion

cont

aine

d he

rein

. Nei

ther

Nov

ita n

or th

e Le

ad

Man

ager

nor

any

of t

heir

resp

ectiv

e af

filia

tes

and

asso

ciat

es w

ill b

e re

spon

sibl

e fo

r rei

mbu

rsin

g or

com

pens

atin

g an

Inte

rest

ed P

arty

for a

ny c

osts

or

expe

nses

incu

rred

by s

uch

Inte

rest

ed P

arty

in e

valu

atin

g th

e in

form

atio

n co

ntai

ned

here

in.

Sour

ces

of in

form

atio

n

This

Inve

stor

Pre

sent

atio

n an

d th

e st

atem

ents

mad

e he

rein

, exc

ept w

here

exp

ress

ly s

tate

d ot

herw

ise,

hav

e be

en p

rovi

ded

or m

ade,

or a

re b

ased

on

a st

atem

ent p

rovi

ded

or m

ade,

by

Nov

ita. I

n as

sist

ing

Nov

ita, t

he L

ead

Man

ager

has

relie

d ex

clus

ivel

y on

the

info

rmat

ion

supp

lied

by, o

r obt

aine

d fro

m, N

ovita

.

If fo

llow

ing

dist

ribut

ion

of th

is In

vest

or P

rese

ntat

ion,

an

Inte

rest

ed P

arty

rece

ives

furth

er in

form

atio

n in

rela

tion

to N

ovita

or a

nyth

ing

desc

ribed

in th

is In

vest

or

Pres

enta

tion

from

Nov

ita o

r the

Lea

d M

anag

er, s

uch

info

rmat

ion

is p

rovi

ded

on th

e sa

me

basi

s as

this

Inve

stor

Pre

sent

atio

n. N

eith

er N

ovita

nor

the

Lead

M

anag

er is

obl

iged

or u

nder

take

s to

an

Inte

rest

ed P

arty

to p

rovi

de a

ny u

pdat

es to

the

info

rmat

ion

cont

aine

d he

rein

or f

urth

erin

form

atio

n to

suc

h In

tere

sted

Pa

rty.

If an

Inte

rest

ed P

arty

see

ks to

mak

e an

inve

stm

ent i

n N

ovita

, it s

hall

mak

e an

d re

ly s

olel

y up

on it

s ow

n in

vest

igat

ions

and

enq

uirie

s, in

depe

nden

tly o

f the

in

form

atio

n co

ntai

ned

and

stat

emen

ts m

ade

in th

is In

vest

or P

rese

ntat

ion.

Eac

h of

Nov

ita a

nd th

e Le

ad M

anag

er d

o no

t, an

d w

illno

t, gi

ve a

ny w

arra

ntie

s in

re

latio

n to

the

cont

ents

of t

his

Inve

stor

Pre

sent

atio

n, in

clud

ing

(with

out l

imita

tion)

info

rmat

ion

rela

ting

to th

e fin

anci

al m

odel

and

the

estim

ates

, pro

ject

ions

and

an

y ot

her f

inan

cial

info

rmat

ion

deriv

ed th

eref

rom

.

Page

35

of 3

9

For

per

sona

l use

onl

y

Dis

cla

imer (c

on

t.)

Past

Per

form

ance

Past

per

form

ance

info

rmat

ion,

incl

udin

g sh

are

pric

e in

form

atio

n, g

iven

in th

is In

vest

or P

rese

ntat

ion

is g

iven

for i

llust

rativ

e pu

rpos

es a

nd s

houl

d no

t be

relie

d up

on a

s an

indi

catio

n of

futu

re p

erfo

rman

ce.

Forw

ard

look

ing

stat

emen

ts

The

info

rmat

ion

cont

aine

d he

rein

invo

lves

ele

men

ts o

f sub

ject

ive

judg

men

t and

ana

lysi

s an

d m

ay b

e id

entif

ied

by w

ords

suc

h as

'may

', 'c

ould

', 'b

elie

ves'

, 'e

xpec

ts',

'inte

nds'

or o

ther

wor

ds th

at in

volv

e ris

k an

d un

certa

inty

(col

lect

ivel

y, fo

rwar

d lo

okin

g st

atem

ents

). An

y fo

rwar

d lo

okin

g st

atem

ents

exp

ress

ed in

th

is In

vest

or P

rese

ntat

ion

are

subj

ect t

o ch

ange

with

out n

otic

e. T

hey

do n

ot c

onst

itute

, and

sho

uld

not b

e re

gard

ed a

s, a

repr

esen

tatio

n th

at th

e re

leva

nt

resu

lts w

ill a

ctua

lly b

e ac

hiev

ed o

r tha

t the

und

erly

ing

assu

mpt

ions

upo

n w

hich

forw

ard

look

ing

stat

emen

ts m

ay b

e ba

sed

are

valid

or r

easo

nabl

e. T

he

Inte

rest

ed P

artie

s ea

ch a

ckno

wle

dge

that

Nov

ita is

und

er n

o ob

ligat

ion

to u

pdat

e fo

rwar

d lo

okin

g st

atem

ents

for e

vent

s or

circ

umst

ance

s th

at o

ccur

su

bseq

uent

to th

e da

te o

f thi

s In

vest

or P

rese

ntat

ion

or to

upd

ate

or k

eep

curre

nt a

ny o

f the

info

rmat

ion

cont

aine

d he

rein

. Fur

ther

mor

e, th

e vi

ews

of N

ovita

an

d/or

the

Lead

Man

ager

(if a

ny) a

s to

the

estim

ated

val

ue o

f Nov

ita o

r its

bus

ines

s (w

heth

er in

who

le o

r par

t) m

ay a

lso

be a

ffect

ed b

y de

cisi

ons

or e

xter

nal

fact

ors

that

are

not

det

erm

inab

le a

t thi

s tim

e. T

he In

tere

sted

Par

ties

each

und

erst

and

that

the

info

rmat

ion

rega

rdin

g an

y va

lue

of N

ovita

or i

ts b

usin

ess

(whe

ther

in w

hole

or p

art)

shou

ld n

ot b

e in

terp

rete

d as

an

actu

al o

r gua

rant

eed

real

isab

le v

alue

. The

re is

no

guar

ante

e th

at a

nyof

thes

e st

atem

ents

, es

timat

es o

r pro

ject

ions

will

be

achi

eved

. Act

ual r

esul

ts m

ay v

ary

from

the

forw

ard

look

ing

stat

emen

ts a

nd s

uch

varia

tions

may

be

mat

eria

l.

Oth

er in

form

atio

n

All f

inan

cial

am

ount

s co

ntai

ned

in th

is In

vest

or P

rese

ntat

ion

are

expr

esse

d in

Aus

tralia

n cu

rrenc

y un

less

oth

erw

ise

stat

ed. A

ny d

iscr

epan

cies

bet

wee

n to

tals

an

d su

ms

and

com

pone

nts i

n ta

bles

con

tain

ed in

this

Inve

stor

Pre

sent

atio

n ar

e du

e to

roun

ding

.

Disc

laim

er

Oth

er th

an to

the

exte

nt re

quire

d by

law

, nei

ther

Nov

ita n

or th

e Le

ad M

anag

er n

or a

ny o

f the

ir re

spec

tive

affil

iate

s, a

ssoc

iate

s, s

hare

hold

ers,

dire

ctor

s,

offic

ers,

em

ploy

ees,

age

nts,

repr

esen

tativ

es a

nd a

dvis

ers

(the

Novi

ta P

artie

s) m

ake

any

repr

esen

tatio

n or

war

rant

y (e

xpre

ss o

r im

plie

d) a

s to

, and

ass

ume

resp

onsi

bilit

y or

liab

ility

for,

the

auth

entic

ity, o

rigin

, val

idity

, acc

urac

y or

com

plet

enes

s of

, or a

ny e

rrors

in o

r om

issi

ons

from

, any

info

rmat

ion,

sta

tem

ent o

r op

inio

n co

ntai

ned

in th

is In

vest

or P

rese

ntat

ion

or in

any

acc

ompa

nyin

g, p

revi

ous

or s

ubse

quen

t mat

eria

l or p

rese

ntat

ion

in c

onne

ctio

n w

ith th

e su

bjec

t mat

ter

of th

is In

vest

or P

rese

ntat

ion.

With

out l

imiti

ng th

e fo

rego

ing,

non

e of

the

Nov

ita P

artie

s:

― m

akes o

r purp

ort

s to m

ake a

ny s

tate

ment or

repre

senta

tion (

inclu

din

g, but not lim

ited to, any re

pres

enta

tion

with

resp

ect t

o an

y fo

rwar

d lo

okin

g st

atem

ent)

cont

aine

d in

this

Inve

stor

Pre

sent

atio

n;―

is r

esponsib

le for

the c

onte

nts

of th

is Investo

r P

resenta

tion

;Pa

ge 3

6 of

39

For

per

sona

l use

onl

y

Dis

cla

imer (c

on

t.)

― h

as v

erifi

ed th

e ac

cura

cy o

r com

plet

enes

s of

this

Inve

stor

Pre

sent

atio

n; o

r―

is lia

ble

in a

ny w

ay for

any m

issta

tem

ent in

, or

err

ors

in o

r om

issio

n fro

m, th

is Investo

r P

resenta

tion o

r in

any a

ccom

pany

ing,

pre

viou

s or

sub

sequ

ent

mat

eria

l or p

rese

ntat

ion

in c

onne

ctio

n w

ith th

e su

bjec

t mat

ter o

f thi

s In

vest

or P

rese

ntat

ion,

exc

ept a

nd th

en o

nly

to th

e ex

tent

requ

ired

by la

w.

Each

Inte

rest

ed P

arty

rele

ases

and

hol

ds h

arm

less

the

Nov

ita P

artie

s fro

m a

nd a

gain

st a

ny c

laim

, dem

and,

loss

, cos

t, ex

pens

e,lia

bilit

y or

act

ion

aris

ing

dire

ctly

or i

ndire

ctly

from

or i

n an

y w

ay re

late

d to

this

Inve

stor

Pre

sent

atio

n an

d th

e in

form

atio

n co

ntai

ned

here

in to

the

fulle

st e

xten

t per

mitt

ed b

y la

w.

Lim

itatio

n of

liab

ility

With

out p

reju

dice

to th

e fo

rego

ing

and

to th

e ex

tent

per

mitt

ed b

y la

w, t

he a

ggre

gate

liab

ility

on

the

part

of th

e N

ovita

Par

ties

in re

spec

t of a

ny c

laim

or c

laim

s ar

isin

g ou

t of o

r in

conn

ectio

n w

ith:

― the issue o

f th

is Investo

r P

resenta

tion;

― a

ny d

ecis

ion b

y Inte

reste

d P

art

ies to m

ake a

n investm

ent in

Novita o

n the b

asis

of th

is Investo

r P

resenta

tion; or

― a

ny c

onduct of th

e N

ovita P

art

ies in r

ela

tion to the a

bovem

entioned m

att

ers

,

― w

heth

er

or

not am

ounting to n

egligence, is

expre

ssly

dis

cla

imed.

Non

e of

the

actu

al o

r pro

pose

d cu

stom

ers,

sup

plie

rs o

r con

tract

ors

or a

gent

s of

Nov

ita n

amed

in th

is In

vest

or P

rese

ntat

ion

have

par

ticip

ated

in it

s pr

epar

atio

n an

d in

no

way

end

orse

the

info

rmat

ion

set o

ut h

erei

n.

To th

e ex

tent

that

any

of t

he a

bove

par

agra

phs

may

be

cons

trued

as

bein

g in

con

trave

ntio

n of

any

app

licab

le la

w, s

uch

para

grap

h sh

all b

e re

ad d

own,

or

seve

red,

or b

oth,

as

the

case

may

requ

ire a

nd th

e re

mai

ning

par

agra

phs

shal

l con

tinue

to h

ave

full

forc

e an

d ef

fect

.

Cons

ent

The

Lead

Man

ager

has

giv

en a

nd h

as n

ot, b

efor

e is

sue

of th

is In

vest

or P

rese

ntat

ion,

with

draw

n its

con

sent

to b

e na

med

in th

isIn

vest

or P

rese

ntat

ion

in th

e fo

rm a

nd c

onte

xt in

whi

ch it

is n

amed

. The

Lea

d M

anag

er h

as n

ot m

ade

any

stat

emen

t tha

t is

incl

uded

in th

is In

vest

or P

rese

ntat

ion

or a

ny s

tate

men

t on

whi

ch a

sta

tem

ent m

ade

in th

is In

vest

or P

rese

ntat

ion

is b

ased

. To

the

max

imum

ext

ent p

erm

itted

by

law

, the

Lea

d M

anag

er e

xpre

ssly

dis

clai

ms

all l

iabi

litie

s in

resp

ect o

f, an

d m

akes

no

repr

esen

tatio

ns re

gard

ing

and

take

s no

resp

onsi

bilit

y fo

r any

sta

tem

ents

in o

r om

issi

ons

from

this

Inve

stor

Pre

sent

atio

n, o

ther

th

an th

e re

fere

nce

to it

s na

me

in th

e fo

rm a

nd c

onte

xt in

whi

ch it

is n

amed

.

Page

37

of 3

9

For

per

sona

l use

onl

y

Page 38 of 39

7. GLOSSARY Applicant A person who has applied to subscribe for New Shares

by submitting an Entitlement and Acceptance Form

Application an application for New Shares pursuant to the Offer.

Application Amount the amount calculated in accordance with the formula in section 3.9 of this Offer Document

Application Monies funds accompanied by an Entitlement and Acceptance Form.

ASIC Australian Securities and Investments Commission

Associate has the meaning it has in the Corporations Act.

ASTC Settlement Rules the operating rules of the settlement facility operated by the Australian Settlement and Transfer Corporation Pty Ltd ACN 008 504 532.

ASX ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires.

Board the board of Directors of the Company.

Class Order a class order issued by ASIC.

Closing Date 5.00pm (AEST) on 7 August 2017.

Company or Novita Novita Healthcare Limited ACN 108 150 750

Corporations Act Corporations Act 2001 (Cth).

Directors the directors of the Company

EGM A general meeting of shareholders to be held on 18 August 2017 to approve Placement (Tranche 2) and other matters.

Eligible Shareholder a Shareholder who is eligible to participate in the Offer in accordance with the terms of this Offer Document.

Entitlement the number of New Shares each Eligible Shareholder is offered under the Offer as designated on their personalised Entitlement and Acceptance Form.

Entitlement & Acceptance Form the application form which is included in or accompanies this Offer Document.

Ex Entitlement a date that is subsequent to the date on which Shares can be purchased in order for a purchaser to be identified as a Shareholder on the Record Date.

Ineligible Shareholder a Shareholder who is unable to participate in the Offer because they do not meet the eligibility criteria contained in this Offer Document.

Investor Presentation Investor Presentation on the acquisition of Newly and equity raising lodged with ASX on 12 July 2017

Issue Price $0.030 per Share.

Listing Rules ASX Listing Rules.

For

per

sona

l use

onl

y

Page 39 of 39

New Shares fully paid ordinary shares offered under this Offer Document.

Newly Newly Pty Ltd (ACN 158 797 936) Level 1, 366A Bridge Rd, Richmond VIC 3121 the company being acquired as per the announcement 12 July 2017

Offer the offer of New Shares under this Offer Document.

Offer Document this document.

Offer Period the period between 25 July 2017 inclusive and11 August 2017 inclusive.

Placement (Tranche 1) placement of 16.7 million shares at $0.030 per share to sophisticated and professional investors for allotment on 19July 2017 as advised to the market 12 July 2017

Placement (Tranche 2) placement of 66.7 million shares at $0.030 per share to sophisticated and professional investors for allotment on 23 July 2017 subject to Shareholder approval an EGM to be held on 18 May 2017 as advised to the market 12 July 2017

Privacy Act Privacy Act 1988 (Cth).

Record Date the date used to identify Shareholders entitled to participate in the Offer.

Share a fully paid ordinary share in the capital of the Company.

Shareholder a holder of Shares in the Company as recorded on the Share Registry.

Share Registry Automic Registry Services, Level 3, 50 Holt Street, Surry Hills NSW 2010.

Shortfall means any shortfall in applications by Eligible Shareholders for New Shares under their Entitlements or under the Top-Up Facility (if any).

Shortfall Shares the difference between the number of New Shares offered pursuant to this Offer Document and the number of New Shares for which no Applications have been received.

Substantial Shareholder has the meaning it has in the Corporations Act.

Timetable The indicative timetable in Section 2 of this Offer Document.

Top-Up Facility means the facility described in Section 3.8 of this Offer Document, entitling certain Eligible Shareholders to apply for Shortfall Shares.

Valid Application an application by way of a properly completed Entitlement and Acceptance Form to subscribe for a specified number of New Shares under the Offer and fully paid with cleared funds.

For

per

sona

l use

onl

y