HEALTHCARE LIMITED

(ASX: ZNT)

NEXTT HOME CARE TRANSACTION

INVESTOR PRESENTATION

3 JULY 2017

For

per

sona

l use

onl

y

The information contained in this presentation has been prepared by Zenitas Healthcare Limited ACN 009 074 588 (the "Company").

This presentation provides general background information about the Company which is current at the date this presentation is made. The information contained in this presentation does not constitute financial advice and is not intended to be relied upon as advice to investors or potential investors. The information contained in this presentation has been prepared without taking into account of any person’s individual investment objectives, financial situation or particular needs. Information in this presentation remains subject to change without notice.

While the information contained herein has been prepared in good faith, neither the Company nor any of its shareholders, directors, officers, agents, employees or advisers give, have given or have authority to give, any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability or completeness of the information in this Presentation, or any revision thereof, or of any other written or oral information made or to be made available to any interested party or its advisers (all such information being referred to as "Information") and liability therefore is expressly disclaimed. Accordingly, neither the Company nor any of its shareholders, directors, officers, agents, employees or advisers take any responsibility for, or will accept any liability whether direct or in-direct, express or implied, contractual, tortious, statutory or otherwise, in respect of, the accuracy or completeness of the Information or for any of the opinions contained herein or for any errors, omissions or misstatements or for any loss, howsoever arising, from the use of this Presentation.

This presentation may contain forward-looking statements about the Company’s financial results, guidance and/or business prospects that may involve risks or uncertainties and may involve significant items of subjective judgement and assumptions of future events that may or may not eventuate. Such items include Government policy changes, change sin the competitive environment, loss of contracts and unexpected changes to business costs or expenses.

Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

This Presentation should not be considered as the giving of investment advice by the Company or any of its shareholders, directors, officers, agents, employees or advisers. Each party to whom this Presentation is made available must make its own independent assessment of the Company after making such investigations and taking such advice as may be deemed necessary. In particular, any estimates or projections or opinions contained herein necessarily involve significant elements of subjective judgment, analysis and assumptions and each recipient should satisfy itself in relation to such matters.

Neither this presentation nor any copy of it may be (a) taken or transmitted into the United Kingdom, Canada, Japan or the United States of America, their territories or possessions; (b) distributed to any U.S. person (as defined in Regulation S under the United States Securities Act of 1933 (as amended)) or (c) distributed to any individual outside Australia, Canada or Japan who is a resident thereof in any such case for the purpose of offer for sale or solicitation or invitation to buy or subscribe any securities or in the context where its distribution may be construed as such offer, solicitation or invitation, in any such case except in compliance with any applicable exemption. The distribution of this document in or to persons subject to other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of the relevant jurisdiction.

The information in this presentation should be read in conjunction with the Appendix 4D and the Half Year Report issued to ASX by the Company on 27 February 2017.

- 2 -

Important Notice and Disclaimer

For

per

sona

l use

onl

y

NEXTT HOME CARE TRANSACTION

1

For

per

sona

l use

onl

y

- 4 -

Zenitas Healthcare Limited (“Zenitas”) has invested into the home care business of Nextt Care ( the “Transaction”).

Transaction Highlights

Nextt Care is a leading provider of high-value, personalised home care and support services across NSW, Victoria and Queensland

Pro forma FY17 revenue of $18.2m and pro forma FY17 EBITDA of $2.9m1

Diversified revenue sources with 31% generated from private clients

The transaction is highly complementary to Zenitas existing operations and accelerates Zenitas’ vision to be the leading community-based healthcare provider in the Australian market

Highly accretive to Zenitas EPS, with pro forma FY17 EPS accretion of 29% after non-controlling interests and pre-synergy benefits, requiring no additional equity funding

Zenitas post transaction net debt / pro forma EBITDA of 0.4x2 with ongoing funding capacity of $11m to support future growth

Zenitas reaffirms prospectus pro forma forecast EBITDA of $6.6m for FY17. Post the transaction, pro forma FY17 EBITDA would increase to $9.5m3

Attractive 5.9x pro forma FY17 EBITDA implied multiple for a highly strategic business for Zenitas

$8.75m initial purchase consideration for 51% interest transitioning to 100% ownership at end of FY19 at 6.0x EV/ FY19 EBITDA(see Appendix for specific transaction details)4

The transaction will be funded from a combination of cash and existing debt facilities

Transaction will complete in July 2017

TRANSACTIONOVERVIEW

TRANSACTION DETAILS

TRANSACTION IMPACT

1. Before non-controlling interests. 2. Based on post transaction net debt and other initiatives and payments during 1H17, including acquisition payments in January. 3. Before non-controlling interests. Prospectus pro forma forecast FY17 EBITDA after non-controlling interests of $5.0m would increase to $6.5m. 4. With final payments subject to certain earn-out parameters.

For

per

sona

l use

onl

y

- 5 -

The Transaction drives significant growth in Zenitas’ financial metrics, increasing FY17 pro forma net revenue by c.38% to

$65.8m1 and FY17 pro forma EBITDA by 44% to $9.5m1

Key Financial Metrics

PRO FORMA EBITDA 2

Notes: 1. Based on prospectus FY17 pro forma forecast 2. Reflects consolidated financials including non-controlling interests. 3. After non-controlling interests and pre-synergy benefits.

PRO FORMA GROSS REVENUE PRO FORMA NET REVENUE 2

EARNING PER SHARE3

Proforma FY17 Post-transaction FY17

Allied Health Home Care Primary Care

$70.3m

$88.5m26% growth

Prospectus FY17 Post- transaction FY17

6.2c

8.0c29% EPS accretive

Prospectus FY17 Post-transaction FY17

Allied Health Home Care Primary Care

$65.8m

$47.6m1

38% growth

Prospectus FY17 Post- transaction FY17

Allied Health Home Care Primary Care

$9.5m

$6.6m1

44% growth

For

per

sona

l use

onl

y

- 6 -

Pro forma FY17 post-transaction net debt for Zenitas is low at 0.4x1 FY17 pro forma EBITDA, with additional funding capacity of

$11m to support future growth initiatives

Balance Sheet Capacity

Upfront payment will be funded from a combination of cash and existing debt facilities

Modest leverage ratio pro forma FY17 post-transaction of 0.4x1

$7m undrawn debt in addition to $4m cash at bank post- transaction available to fund earnouts and future acquisitions

UNDRAWN DEBT

CASH AT BANK

+ $7M

+ $4M

= $11M FUNDING AVAILABLE

The Transaction provides Zenitas with a strong earnings profile while maintaining a

healthy balance sheet position with capacity for future growth and acquisitions

1. Based on post transaction net debt and other initiatives and payments during 1H17, including acquisition payments in January.

PRO FORMA NET DEBT AND FUNDING POSITION POST THE TRANSACTION

For

per

sona

l use

onl

y

Nextt currently provides in home and in community services to clients who are privately and government funded, focused on the aged care sector

Services include home care packages, in-home nursing services, dementia care services, and brokerage services to selected providers

The business has been operating for 50 years under the Dial An Angel brand and 14 years under the Nextt brand

Nextt currently has operations in NSW, VIC and QLD and has the necessary platform and systems in place to roll out nationwide in the short to medium term.

- 7 -

Business Overview Key Financials

Overview of Nextt Care

Key Funding Sources

PRESENCE IN

3 STATES

ESTABLISHED &

TRUSTED

BRANDS

>800 CARE WORKERS

$18.2M REVENUE

&$2.9M1 EBITDA(FY17 Pro forma)

~800CARE WORKERS

>44 FTEHEAD

OFFICE STAFF

~44 FTE across management, finance,

HR, recruitment and training, case managers and customer services

~800 support workers (~200 FTE) qualified to a minimum

of certificate III standard providing individual age support to thousands of

clients nationally

Workforce

Private31%

DVA Homecare22%

Brokerage18%

Home Care Packages (HCP)

16%

DVA Nursing9%

Commonwealth Home Support Programme(CHSP)

4%

Revenue by Funding Source

▪ High level of privately funded clients

▪ Diversified private and government

funding sources including Home Care Packages, DVA,

brokerage and other private funding

▪ 15.9% EBITDA Margin in line

with Zenitas homecare segment margin target

1. Pre-minority interests

For

per

sona

l use

onl

y

Multiple compelling benefits for Zenitas at an attractive valuation

- 8 -

Strategic rationale for the Transaction

NATIONAL, SCALABLE HOME CARE PLATFORM

With in home and community services across South Australia, Western Australia, NSW, Victoria and Queensland, Zenitas Home Care will have a presence in five states

Nextt Care has established and high quality and operational systems in place to support a national, scalable business

✓

ESTABLISHED, TRUSTED HOME CARE BRANDS

Dial An Angel brand has existed for over 50 years, and the Nextt brand for 14 years, developing a strong reputation and significant goodwill from clients and medical care professionals

Long-term carer / client relationships supports retention and cross-provider synergies

✓

REVENUE AND COSTSYNERGY OPPORTUNITIES

Significant revenue synergy opportunities from cross-referrals across Zenitas’ Primary Care and Allied Health platform

Back office platform integration will provide cost synergies over the transaction’s transition period, and supports Zenitas scale synergies as nationwide footprint expands

No synergies included in the financial metrics

✓

DIVERSIFIED FUNDING SOURCES AND CUSTOMER BASE

Diversified revenue streams across private and government funding sources

Significant opportunity to increase clientele across other Zenitas operating segments✓

DERISKED TRANSACTION STRUCTURE

The phased transaction structure significantly mitigates the transition risks and strongly aligns the vendors and management with Zenitas to Nextt Care ✓

STRONG STRATEGIC FIT

Growth via acquisition as part of Zenitas’ growth strategy

Capitalises on robust demand drivers for in home and in community health care, especially in the growing aged care sector

Expands and diversifies geographic operations and funding sources, while supporting scalability benefits

✓

For

per

sona

l use

onl

y

- 9 -

The Nextt Care transaction accelerates Zenitas’ vision to be a leading community-based healthcare provider in the

Australian market by expanding its homecare client platform to increase primary and allied health referrals

Zenitas’ Vision How does the Transaction impact the Zenitas’ Vision ?

Nextt Care enhances Zenitas’ integrated patient approach strategy

HOME CAREALLIED HEALTH

PRIMARY CARE

INTEGRATED

PATIENT APPROACH

ENHANCED INTER DISCIPLINARY SERVICE OFFERING

The Transaction brings the opportunity to provide primary care and allied health services to Nextt Care’s customer base

INCREASES ZENITAS MARKET SHARE IN HOMECARE SEGMENT

In line with Zenitas’ medium term target to increase the market share in the homecare segment

DEVELOP CROSS REFERRAL NETWORK

Zenitas Primary Care platform will provide a significant referral source for Nextt Care

Zenitas strategy is to provide a range of community-based health services that provide integrated care solutions

New Acquisition

For

per

sona

l use

onl

y

- 10 -

Nextt Care accelerates Zenitas roll-out of a national footprint across Allied Health, Home Care and Primary Care

National Footprint of Zenitas

WA

VIC

NSW

QLD

SA

WESTERN AUSTRALIA

VICTORIA

QUEENSLAND

The Transaction will provide Zenitas with an additional 800 homecare workers across Queensland, NSW and Victoria

163 14Allied Health =

SOUTH AUSTRALIA

300+Home Care =

356 34Allied Health=

83 5Primary Care=

NEW SOUTH WALES

58 11Allied Health=

7 1Allied Health=

= health professionals (excludes support staff)

=locations (allied and/or GP clinics)

Legend:

Home Care = 38 Additional 800+ in the eastern seaboard

Home Care =

TOTAL

Home Care = 1,100+

128 8Allied Health=

83 5Primary Care=

For

per

sona

l use

onl

y

- 11 -

Summary of Highlights

Zenitas reaffirms prospectus pro forma FY17 EBITDA forecast of $6.6m1 (pre Nextt Transaction)

The Nextt Care transaction accelerates Zenitas’ vision to be a leading community-based healthcare provider in the Australian market by providing a homecare client platform to increase primary and allied health referrals

The Transaction increases Zenitas’ FY17 pro forma revenue by c.38% to $65.8m and FY17 pro forma EBITDA by 44% to $9.5m1

PROSPECTUS FORECAST

REAFIRMATION

STEP CHANGE IN ZENITAS BUSINESS

BALANCE SHEET

CAPACITY

STRATEGIC ALIGNMENT

Zenitas retains a strong balance sheet with funding capacity of $11m to support future growth

Highly accretive transaction with Pro Forma FY17 EPS accretion of 29%, post non-controlling interests, pre-synergies

HIGHLY ACCRETIVE

1. Before non controlling interests

✓

✓

✓

✓

✓

For

per

sona

l use

onl

y

ADDITIONAL INFORMATION

APPENDIX

For

per

sona

l use

onl

y

- 13 -

Transaction Details

TRANSACTION STRUCTURE

▪ Initial consideration payment of $8.75m is payable in July 2017 for 51% interest in Nextt Care with current vendors retaining 49% interest representing 5.9x pro forma FY17 EBITDA

▪ Zenitas will make subsequent payments in July 2018 and July 2019 at a multiple of 6.0x the business’ EBITDA growth (e.g. FY18 payment will be equal to 51% of FY18 EBITDA minus FY17 EBITDA, multiplied by 6.0)

▪ Final consideration in July 2019 to acquire the remaining 49% at a valuation of 6.0x EBITDA (i.e. final consideration will beequal to 49% of FY19 EBITDA multiplied by 6.0)

TRANSITION AND INTEGRATION

▪ The transition period to 100% ownership of Nextt will be managed under a detailed transition plan for which current vendors will provide management and back office services over a two year period while Zenitas transitions these functions and relevant staff in-house

BRANDING STRATEGY

▪ Zenitas will use the Nextt brand during the transition period

▪ Zenitas has the opportunity to adopt the Dial An Angel brand which has a 50 year history or choose a brand directly associated with Zenitas

▪ The transition period will enable a brand re-launch to be well considered and managed

CORPORATE GOVERNANCE

▪ During the transition period, the Board of Nextt Care will comprise five members, with three nominated by Zenitas and two nominated by the vendors (each with 1 voting right)

▪ Zenitas will appoint a new General Manager of Home Care (inclusive of the existing Zenitas Home Care business), who will be responsible for the management the Home Care business

DISTRIBUTIONS▪ Zenitas will receive 51% share of quarterly distributions equivalent to 100% of Nextt Care free cash flow after allowing for tax,

capital expenditure and working capital

CAPEX ▪ There are no significant capital expenditure requirements

For

per

sona

l use

onl

y

- 14 -

For

per

sona

l use

onl

y