Virtus Health : 4th Supplementary Target's and Bidder's Statements BGH offer

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ASX ANNOUNCEMENT

1 June 2022

VIRTUS HEALTH LIMITED (ASX: VRT)

Virtus' Fourth Supplementary Target's Statement and BGH's Fourth Supplementary Bidders' Statement

Virtus Health Limited (ACN 129 643 492) (Virtus) refers to the off-market takeover offer by entities wholly owned by BGH Capital Pty Ltd (BGH) which was revised on

24 May 2022 (Revised BGH Offer).

A statement comprising Virtus' fourth supplementary target's statement and BGH's fourth supplementary bidders' statement (Statement) is attached in accordance with section 647(3)(b) of the Corporations Act 2001 (Cth).

A copy of the Statement will be lodged with the Australian Securities and Investments Commission today.

Dispatch of Statement to Virtus Shareholders

The Statement, together with a replacement personalised takeover acceptance form, will be dispatched to Virtus Shareholders. This means that:

• if you have nominated an email address to receive communications from Virtus, then you will receive an email to your nominated email address with a link to an electronic copy of the Statement. You will also receive a hard copy of the Statement and a personalised takeover acceptance form at your registered postal address; and
• if you have made an election to receive communications from Virtus by post or have not nominated an email address, you will receive a hard copy of the Statement and a personalised takeover acceptance form at your registered postal address.

This announcement is authorised by the Virtus Board.

-ENDS-

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Further information:

Virtus Health Limited (ASX:VRT) brings together leading clinicians, scientists, researchers and support staff to provide the very best in fertility care and related specialised diagnostic and day hospital services. We have developed one of the most successful ARS collaborations in the world. With 126 of the world's leading fertility specialists supported by over 1300 professional staff, we are the largest network and provider of fertility services in Australia, Ireland and Denmark, Singapore and UK.

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Virtus Health Limited

ACN 129 643 492

Fourth Supplementary Target's Statement and Fourth Supplementary Bidders' Statement - BGH Offer

1 Nature of this Statement

This Statement is a supplementary target's statement under section 644 of the Corporations Act 2001 (Cth) (Corporations Act) and a supplementary bidder's statement under section 643 of the Corporations Act. It is the fourth supplementary target's statement (Fourth Supplementary Target's Statement) issued by Virtus Health Limited (ACN 129 643 492) (Virtus), and the fourth supplementary bidder's statement (Fourth Supplementary Bidders' Statement) issued by Oceania Equity Investments Pty Ltd (ACN 655 692 738) as trustee for the Oceania Trust and A.C.N. 658 293 166 Pty Ltd (ACN 658 293 166) (together, the BGH Bidders), in relation to the off-market takeover bid made by the BGH Bidders for all Virtus Shares dated 20 April 2022.

This Statement supplements, and should be read together with:

• Virtus' third supplementary target's statement in relation to the BGH Offer dated 30 May
  2022 (Third Supplementary Target's Statement), Virtus' second supplementary target's statement in relation to the BGH Offer dated 16 May 2022 (Second
  Supplementary Target's Statement), Virtus' first supplementary target's statement in relation to the BGH Offer dated 11 May 2022 (First Supplementary Target's Statement) and Virtus' target's statement in relation to the BGH Offer dated 3 May 2022 (Original Target's Statement); and
• BGH Bidders' third supplementary bidders' statement dated 25 May 2022 (Third Supplementary Bidders' Statement), BGH Bidders' second supplementary bidders' statement dated 6 May 2022 (Second Supplementary Bidders' Statement), BGH Bidders' first supplementary bidders' statement dated 21 April 2022 (First Supplementary Bidders' Statement) and BGH Bidders' bidders' statement dated 6 April 2022 (Original Bidders' Statement).

2 BGH's voting power now over 50% and BGH Offer Period extended to 13 June 2022

On 24 May 2022, BGH Bidders increased the offer price under their takeover offer for Virtus shares to $8.15 per share (Revised BGH Offer).

On 31 May 2022, BGH Bidders announced that their voting power in Virtus had increased to more than 50% on 30 May 2022. As this occurred within the last 7 days of the BGH Offer Period, as a matter of law the BGH Offer Period has been automatically extended for 14 days until 7.00pm (Melbourne time) on 13 June 2022, unless withdrawn or further extended. A copy of the notice of automatic extension accompanies this Statement.

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3 Your Directors' recommend you ACCEPT the Revised BGH Offer

For reasons set out in the Third Supplementary Target's Statement, the Virtus Directors unanimously recommend that Virtus Shareholders ACCEPTthe Revised BGH Offer in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Revised BGH Offer is fair and reasonable.

Each Virtus Director has accepted the Revised BGH Offer in respect of all Virtus Shares controlled or held by, or on behalf of, that Virtus Director subject to the same qualifications.

To validly accept the Revised BGH Offer, your acceptance must be received by 7.00pm (Melbourne time) on 13 June 2022, unless the BGH Offer Period is further extended. As at 1 June 2022 at 9.30am, the BGH Bidders held voting power in Virtus Shares of 71.63%.

You should note that Monday 13 June 2022 is a public holiday in most states and territories in Australia so Virtus and BGH encourage all Virtus Shareholders to accept the Revised BGH Offer as soon as possibleand by Friday 10 June 2022.

The Virtus Directors are no longer recommending the CapVest Transaction and recommend that you take no action in relation to the CapVest Scheme or the CapVest Takeover. The Scheme Meeting in relation to the CapVest Scheme and Extraordinary General Meeting to consider the Capital Return Resolution in relation to the CapVest Takeover will no longer proceed.

4 How to accept the Revised BGH Offer

BGH has now made it easier for Virtus Shareholders to accept the Revised BGH Offer, including by allowing Virtus Shareholders to send completed acceptance forms by email.

1. For Issuer Sponsored Holdings of Shares (Securityholder Reference Number beginning with 'I')

To accept the Revised BGH Offer, complete the acceptance form in accordance with the instructions on it and email your signed acceptance form to corpactprocessing@computershare.com.au.

You can also return it by mail in the reply paid envelope, or in accordance with the instructions on the acceptance form, although Virtus and BGH encourage you to send it by email so that it can be received as soon as possible.

1. For CHESS Holdings of Shares (Holder Identification Number beginning with 'X')

To accept the Revised BGH Offer:

1. contact your Controlling Participant (usually your broker) and instruct them to accept the Revised BGH Offer on your behalf (this is the recommended method if your Virtus Shares are in a CHESS holding, as the acceptance can be processed more quickly); or
2. complete the acceptance form in accordance with the instructions on it and email your signed acceptance form tocorpactprocessing@computershare.com.au; or
3. complete the acceptance form in accordance with the instructions on it and return it in the reply paid envelope, although postal delays may impact receipt, so Virtus and BGH encourage you to send it by email so that it can be received as soon as possible.

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Full details of how to accept the BGH Offer are set out in section 7.3 of BGH's Original Bidders' Statement.

Virtus Shareholders should have regard to their individual circumstances and if in any doubt as to what to do, should consult their licensed financial adviser or other suitable professional adviser before making any decision in relation to their Virtus Shares.

Replacement acceptance form

You will receive a personalised acceptance form in the mail, together with this Statement.

If you did not receive or have lost the acceptance form, or if you have any questions about how to accept the BGH Offer, you can call the BGH Offer Information Line on 1300 620 418 (toll- free within Australia) or +61 3 9415 4656 (from outside Australia) for a replacement copy (which may be emailed to you).

Alternatively, you can complete and return the blank acceptance forms which are attached to the copy of this Statement lodged with the ASX as follows:

1. print out the blank acceptance form;
2. for Issuer Sponsored Holdings of Shares (Securityholder Reference Number (SRN) beginning with 'I'): complete your registration name, address and SRN;
3. for CHESS Holdings of Shares (Holder Identification Number (HIN) beginning with 'X'): complete your registration name, address and HIN; and
4. complete and sign the form and then email it tocorpactprocessing@computershare.com.au.

5 Special dividend

Virtus confirms its intention to pay a special fully franked dividend of up to 30 cents per Virtus Share (Special Dividend) if BGH acquires voting power in Virtus of 90% or greater by 5pm (Melbourne time) on 14 June 2022, noting the BGH Offer Period has been extended to 13 June 2022 and may not be extended beyond that date.

There is no certainty that the Special Dividend will be declared or paid at this time, or what the amount of the Special Dividend will be as the Virtus Board will consider all relevant circumstances at the time.

While Virtus was previously considering paying a special dividend of up to 44 cents per Virtus share, this amount has now been revised having regard to the need to pay the break fee of $7,192,147 to CapVest and the needs of the business.

BGH and Virtus will work cooperatively in good faith and will use all reasonable endeavours to ensure that current Virtus Shareholders receive any Special Dividend and the benefit of the associated franking credits. In order to facilitate this, BGH has confirmed that it will not (subject to a competing proposal):

1. waive the prescribed occurrences condition prior to the date that is two business days after Special Dividend record date; or
2. process any acceptances under the Revised BGH Offer until after that date.

Eligible Virtus Shareholders may be entitled to the additional benefit of franking credits attached to any Special Dividend that is paid. If a Special Dividend of 30 cents per Virtus Share is paid,

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