InvestorPresentation 29 April 2019

Disclaimer

OverviewEsencia

1

Esencia At A Glance…

A$2.8bnAustralia Chiro/Osteo/Physio REVENUE

3% Industry Annual Growth 2012-17

DISRUPTOR – there are no major players in Chiro/Physio multi disciplinary wellness space

Q3 2019 Proposed listing date

$81m indicative market cap at 7.9x EBIT

Revenue $43mEBIT $10.3m

Esencia Healthcare is an Allied Health strategy with:• Chiropractic/Radiology (16 sites)• Chiropractic only (17)• Physiotherapy (20)• Osteopathy (1)

New South Wales 7 Vendors, 13 Sites

Victoria 7 Vendors, 19 Sites

Queensland 6 Vendors, 15 Sites

South Australia 1 Vendor, 2 Sites

Western Australia 5 Vendors, 5 Sites

Initial Portfolio

7 Vendors19 Sites

7 Vendors13 Sites

6 Vendors15 Sites

5 Vendors5 Sites

1 Vendor2 Sites

Our Core Strengths

Market Leading Clinics Multi-Disciplinary Model Best Practice Processes

Industry at a Glance

2

Fragmented Market

A$2.8bn(1,2)

Chiro/Osteo/Physio Revenue

35,000 Practitioners

3% INDUSTRY ANNUAL GROWTH

2012-17

CHIROPRACTIC AND OSTEOPATHY REVENUE BREAKDOWN 20181

PHYSIOTHERAPY REVENUE BREAKDOWN 20182

$5.1bn*

1IBIS World Industry Report Q8534: Chiropractic and Osteopathic Services in Australia, April 20182IBIS World: Physiotherapy Services - Australia Market Research Report

>10 allied chiro clinics

problems

Low Back Pain Epidemic

Organic Growth

3

Market Leading Vendors & ClinicsIndicative Average Industry

Chiro Example 1Indicative Average Industry

Physio Example 2 Esencia Clinic Group Average

23.9%

Multi-Disciplinary Model

Esencia Clinic Group Average Esencia Vendor Model(Chiro/Physio/X-Ray)

23.9% 31.7%

Average Clinic Esencia Best Practice Model

PVA Patient Value

Chiro 30 $1,800

Physio 7 $420

Rehab 3 $120

$2,340

Best Practice systems and procedures drives better evidence based wellness care and significantly increases patient revenue from $180 or $360 to $2,340.

Translates to revenue per client of $2,340:

Patient Questionnaire

Evidence Based X-Ray

Wellness Plan

Chiro/Osteo/Physio

Chiro or Physio

Key Advantage:

Best Practice Revenue Uplift

Strategic Plan For Growth

Add Multi-disciplinary Capabilities

Systems and Processes

People

Acquisitions and Greenfield Sites

Management & Financials

4

Management Team

Dr Martin D. TimchurCEO

Dr Robbie HuntCOO

Asc. Prof. Sharyn EatonRisk / Compliance Manager

Sean BellClinical Director

Financials

FY18 MIN $m

EBIT 10.3

Multiple 7.9

Enterprise Value 81.4

Acquisition Costs 41.3

Vendor Shares 17.7

Pre-IPO Investors 15.2

Working Capital 7.2

Total 81.4

IPO Cash Raise 51.0

Existing Shares 30.4

Market Cap 81.4

Use of Funds: $m

Financials DD by ext Accountant 0.4

Audit 1.0

IAR 0.5

Working Capital 0.6

Total 2.5

Peer Comparison

Price Mkt Cap EV P/E (X) EV/EBITDA (X) Yield

Company Ticker (A$) (A$M) (A$M) FY19E FY20E FY19E FY20E FY19E

Primary Comps- Smallcap Healthcare

Monash IVF Group Ltd MVF.AU 1.06 $249 $326 13.2x 11.28X 8.41X 7.78X 5.28%

Pacific Smiles Group Lts PSQ.AU 1.15 $178 $189 19.24x 17.61x 9.39X 7.49X 7.38%

1300 Smiles Ltd ONT.AU 6.29 $149 $151 18.26X 13.26X 10.31X 7.39X 4.10%

Paragon Care Ltd PGC.AU 0.44 $151 $211 11.25X 8.14X 8.98X 6.55X 6.78%

Smiles Inclusive Ltd SIL.AU 0.18 $7 $27 n/a n/a n/a n/a n/a

Zenitas Healthcare Ltd ZNT.AU

Healthia Ltd HLA.AU 0.9 $56 10.84X 9.28X N/A N/A 2.22%

Average 5.15%

Secondary Comps

Sonic Healthcare Ltd SHL.AU 24.4 $11,640 $13,824 21X 19.55X 12.98X 11.88X 3.43%

Healius HLS.AU 2.19 $1,790 2,451 18.57X 16.61x 9.62X 8.71X 3.07%

Intergral Diagnostics Ltd IDX.AU 2.79 $424 $544 16.02X 14.90X 10.15X 9.55X 3.90%

Capitol Health Ltd CAJ.AU 0.235 $182 $208 15.33X 13.30X 7.92X 6.92X 4.11%

Average 3.63%

Indices

ASX Small Industries Index ASXID 3,049 $227,710 18.86x 18.41x 4.75%

ASX Small Ordinaries Index AXSO 2,802 274,940 16.34x 17x 4.66%

Average 4.71%

Timeline To IPO Q3 2019

Key Milestones

April 2019 May 2019 June 2019 July 2019 Sept 2019

Set Materiality Thresholds

Finalise pro forma adjustments

Preparation of Key Financial Information Prepare prospectus ASIC Exposure Period

Complete Audit of FY2018 and 1HY2019

Develop basis for forecast assumptions

Complete tax due diligence

Drafting of financial information section for prospectus

Completion of integration strategy and risk mitigation

Prospectus drafts comments and revision

Attend DDC meetings and provide regular updates and revised information to DDC

Oct 2019

Prepare full P&L bridges

ASX listing application

Marketing and offer period

DDC formed Finalise pro-forma financial information

Present financial

information report to

DDC

Independent Accountant

Review Complete

Lodge final prospectus

Listed

March 2019

Due Diligence Process

Complete and Sign all Transaction Documents

Develop IPO Model

Complete Legal Due Diligence

Complete Financial Due Diligence

August 2019

Undertake Audit

IA Review of Forecast

Summary

5

Summary

01Best Practice Systems

02Market Leading Vendors

03Attractive Valuation

04Future Opportunities

Key Highlights

Leading Network

Vendor Buy In

Scalable

Centralised

Thank You

IPO Sept ‘18

Peer Comparison - Healthia

Peer Comparison - Zenitas

Summary of Material Contracts Agreement Purpose Key Terms

Business Sale and Purchase Agreement (BSA)

Outlines the terms upon which SAH proposes to purchase 38 Allied HealthCentres from 23 vendors

• Acquisition cost based on agreed EBIT/DA multiple• Payable 70% cash, 30% Esencia scrip• Esencia scrip subject to 2 yr escrow & clawback • Conditional on DD, Board approval, IPO, assignment of

certain agreements• Entry into Principal Employment Agreements by the

Vendor Principals

Share Sale and Purchase Agreement (SSA)

Outline the terms upon which SAHproposes to purchase the shares in 3 Companies which through controlled entities owns 16 Allied Health Centres

• Similar to the terms of the BSA’s

Principal Employment Agreements (SFA)

Outlines the terms upon which SAH will employ the Principals in the business’s post completion

• Minimum 3 year term• Varying levels of remuneration, at an upper limit of

50% of revenue derived by the individual.• Typical post-employment restrictions

Profit Share Agreement (PSA)

Outlines the terms upon which principals and other key drivers of practice growth will be incentivized to achieve KPI’s

• Mostly 3 year terms• 25% of profit above the annual maintainable EBIT

Identifying an Initial Vendor Pool

Our Initial Portfolio

Vendor Acquisition Type Location Specialisation EBIT (FY18) Revenue (FY18)

1 BSA NSW Chiro $206,270 $783,643

2 BSA NSW Chiro $194,009 $888,183

3 BSA NSW Physio $247,475 $1,676,650

4 BSA NSW Chiro $769,985 $4,092,761

5 BSA NSW Physio $277,879 $1,202,249

6 BSA NSW Physio $233,292 $943,777

7 BSA NSW Chiro $290,000 $1,361,128

8 BSA QLD Chiro $215,000 $615,000

9 BSA QLD Physio $186,093 $903,983

10 BSA QLD Physio $326,862 $937,257

11 BSA QLD Chiro $748,152 $2,359,514

12 SSA QLD Chiro $850,000 $3,973,865

13 BSA QLD Chiro $695,000 $2,556,564

14 BSA SA Physio $291,872 $1,515,199

15 BSA VIC Chiro $181,107 $802,715

16 BSA VIC Chiro $167,765 $760,010

17 BSA VIC Physio $392,512 $2,572,622

18 BSA VIC Physio $178,706 $772,753

19 BSA VIC Osteo $219,128 $974,271

20 SSA VIC Chiro $1,260,000 $5,576,865

21 SSA VIC Chiro $1,201,853 $3,227,543

22 BSA WA Chiro $184,672 $990,810

23 BSA WA Chiro $218,304 $824,318

24 BSA WA Chiro $199,500 $823,231

25 BSA WA Chiro $303,802 $1,201,966

26 BSA WA Chiro $232,438 $716,570

Total $10,271,676 $43,053,447

SEA Approach To AggregationsWho is SEA?

Strategic Equity Alliance Pty Ltd (SEA) is a specialist investment company that builds aggregated entities from inception.

Offices located in Sydney, Brisbane and the Gold Coast.

Founder, Glenn Gaudet, has built a team of highly experienced corporate aggregation specialists.

20 staff are employed to project manage each opportunity throughout the transaction lifecycle.

SEA creates value through structural and operational improvements in the target companies. This

is achieved by using the processes that have been developed during the last 15 years of

aggregating and integrating businesses.

Involved in the full lifecycle of an aggregation project, including:

₋ Opportunity identification

₋ Due diligence and financial modelling of the opportunity

₋ Execution of the business sale and aggregation process

₋ Implementation of value-add processes

₋ Delivery of an IPO or trade sale to fund the acquisitions

Investment philosophy

1. Identify businesses within an industry thatpresent:

• Attractive relative value• Strong growth potential• The ability to increase market

share2. Support investment decisions through detailed sector

research and regular interaction with leadingcompanies within the sector.

3. Manage risk by creating an aggregated portfolio that:

• Is diversified by geography• Implements good corporate governance• Has the ability to create value through multiple

initiatives

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Apiam Animal Health

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National Veterinary Care

A$50.7m

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Corporate Advisor

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Group

A$50.3m

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Corporate Advisor

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A S X IPOs