Primary Health Care : PRY - Updated Trading Policy

ASX Limited

Market Announcements Office Exchange Centre

Level 4, 20 Bridge Street Sydney NSW 2000

29 July 2016

ACN 064 530 516 REGISTERED OFFICE:

LEVEL 6, 203 PACIFIC HIGHWAY ST LEONARDS NSW 2065

TEL: +61 2 9432 9400

FAX: +61 2 9432 9447

Pursuant to Listing Rule 12.10, I attach a copy of the updated Policy on Trading in Primary Securities by Directors and Key Management Personnel (Trading Policy) of Primary Health Care Limited (Primary). The updated policy was approved by Primary's Board on 19 May 2016 and the material changes to the Trading Policy have taken effect today.

Yours faithfully

Charles Tilley

Group Company Secretary

PRIMARY HEALTH CARE LTD

(ACN 064 530 516)

I, Charles Alan Tilley, certify this to be a true and correct copy of the Policy on Trading in Primary Securities by Employees and Directors, as adopted by the Directors of Primary Health Care Limited on 19 May 2016 and effective on and from 29 July 2016, pursuant to ASX Listing Rule 12.9, which is effective from 1 January 2011.

Charles Tilley Company Secretary

PRIMARY HEALTH CARE LTD

LEVEL 6, 203 PACIFIC HIGHWAY, ST LEONARDS NSW 2065 TEL: (02) 9432 9400 FAX: (02) 9432 9447

1. PURPOSE

2. Policy and law

   This document:

3. sets out the policy, adopted by the Directors of Primary, in relation to dealing in any type of Primary Securities by Directors and Key Management Personnel; and

4. summarises the law relating to insider trading.

5. Further advice

   If you do not understand either the policy or the summary of the law, or if you are confused as to whether the law applies to you, please contact the Company Secretary. You may wish to seek your own professional legal advice prior to dealing in any type of Primary Securities.

6. DEFINITIONS

   In the construction of this document, unless the contrary intention appears: "ASX" means ASX Limited (ACN 008 624 691).

   "the Chair" means the individual who at the relevant time has been elected by the Directors of Primary to chair their meetings.

   "closed period" means any time other than during a trading window.

   "the Company Secretary" means the individual who at the relevant time is the company secretary of Primary and, if more than one individual holds such office, any of those individuals.

   "the Controlled Entity" of a Director or KMP, as the case may be, is any company or trust over which the Director or KMP has, in substance (rather than form) the ability or power, whether direct or indirect, to dominate decision-making in relation to the financial and operating policies of the company or trust.

   "Corporations Act" means the Corporations Act 2001 (Cth).

   "deal" means (whether as principal or agent) acquire, dispose of, or subscribe for, any type of Primary Securities.

   "Director" means an individual who at the relevant time is a director of Primary, regardless of whether the individual is also a KMP or other Employee.

   "Employee" means an individual who at the relevant time is an employee of Primary or a Subsidiary of Primary, but does not include an individual who is also a Director.

   "KMP" and "Key Management Person" means each individual, other than a Director, who at the relevant time is one of the "Key Management Personnel" within the meaning of that phrase in Accounting Standards AASB 124 (Related Party Disclosures), being each individual "having authority and responsibility for planning, directing and controlling the activities of" Primary, directly or indirectly. While a Director is, under AASB 124, within the definition of KMP, a Director is excluded from the definition of KMP in this document for ease of reading and understanding.

   "off-market" means, in the context of dealing in any type of Primary Securities, to do so by any method other than through a market for trading offered by the ASX or any other financial market prescribed as such under the Corporations Act.

   "on-market" means, in the context of dealing in any type of Primary Securities, to do so through a market for trading offered by the ASX or any other financial market prescribed as such under the Corporations Act.

   "Primary" means Primary Health Care Ltd (ACN 064 530 516).

   "Primary Securities" means the following types of securities issued by Primary:

7. "Primary Options", being options granted by Primary entitling the holder to acquire, by way of issue, a new Primary Share (but such options are not quoted on the ASX);

8. "Primary Shares", being fully paid ordinary shares in the capital of Primary (and which are quoted on the ASX).

"Prohibited Person" means each of the persons in paragraphs (a), (b), (c) and (d) of

Clause 5.1.

"Subsidiary" means any company which at the relevant time is a subsidiary of Primary under section 46 of the Corporations Act.

"trading window" means each of the periods in paragraphs A-E inclusive of

Clause 5.1.

9. INSIDER TRADING

10. The prohibitions

    If you have price-sensitive information relating to Primary which is not generally available, it is illegal for you to:

11. buy, sell or otherwise deal in any type of Primary Securities; or

12. advise, procure or encourage another person to buy, sell or otherwise deal in any type of Primary Securities; or