Virtus Health : Supplementary Bidder's Statement

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO HOW TO ACT, YOU SHOULD CONSULT YOUR FINANCIAL, TAX OR LEGAL ADVISER AS SOON AS POSSIBLE.

1 Please see sections 3.4 and 3.3 of the Original Bidders' Statement for further detail regarding the BGH Bidders' intentions if they acquire more than 50% and 90% respectively of all Virtus Shares.

For personal use only

Those Virtus Shareholders that can capture the full benefit of the franking credits associated with the Special Dividend (if paid) will receive additional value as a result of franking credits of up to 13 cents per Virtus Share if the Special Dividend is 30 cents per Virtus Share (depending on their tax status and specific circumstances).

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. However, 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.

3 Risks for Virtus Shareholders who do not accept the Offer

Virtus Shareholders who do not accept the Offer will become minority shareholders in Virtus unless BGH is able to proceed with compulsory acquisition. There are risks of becoming a minority shareholder, including:

• The Virtus share price may fall materially after the Offer closes given the BGH Offer is a significant 60.1% premium to Virtus' undisturbed closing price of $5.09 on 13 December 2021;
• Even if Virtus remains admitted to the Official List of the ASX the liquidity of Virtus Shares will be significantly lower given that BGH Bidders will own more than 77% of Virtus;
• It is likely that Virtus will be partially or fully removed from certain S&P / ASX market indices further impacting liquidity;
• Virtus' distribution policy, capital structure and board configuration will likely change; and
• There may be limited institutional support for Virtus Shares.

As set out in Point 1 above, BGH Bidders also intend to seek to have Virtus removed from the Official List of the ASX if, at the end of the Offer, the number of Virtus shareholders is less than that required by the ASX to maintain an ASX listing.

1. Virtus Board's recommendation
   The Virtus Directors have unanimously recommended that Virtus Shareholders ACCEPT the BGH Offer in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the BGH Offer is fair and reasonable.
   Each Virtus Director has accepted the BGH Offer in respect of all Virtus Shares controlled or held by, or on behalf of, that Virtus Director subject to the same qualifications.
2. How to accept the BGH Offer
   BGH recommends Virtus Shareholders send completed acceptance forms by email.

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

To accept the 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 BGH encourages you to send it by email so that it can be received as soon as possible.

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

To accept the Offer:

For personal use only

1. contact your Controlling Participant (usually your broker) and instruct them to accept the 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 to corpactprocessing@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 BGH encourages you to send it by email so that it can be received as soon as possible.

6 On-market acquisitions

As set out in the Original Bidders' Statement, in accordance with rule 5.13.1 of the ASIC Market Integrity Rules, BGH Bidders have appointed UBS Securities Australia Limited (ABN 62 008 586 481) (AFSL 231098) as broker to acquire Shares on market during normal trading hours on the ASX during the Bid Period (as defined in the ASIC Market Integrity Rules) at prices equal to, below, or higher than, the Offer Price.

BGH notes that since the beginning of the Offer period they have acquired over 4.7m shares on- market at prices at or below $8.15 per Share. Furthermore, since achieving voting power of greater than 50% on 30 May 2022 and automatically extending the Offer Period, BGH have acquired shares on-market every trading day.

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 (tollfree 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 to corpactprocessing@computershare.com.au.

This Fifth Supplementary Bidders' Statement has been approved by a resolution of the directors of each of the BGH Bidders.

Dated 7 June 2022

Yours sincerely,

Your Acceptance Form must be received by the end of the Offer Period.

Step 3: Signing Instructions

Individual: Where the holding is in one name, the shareholder must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders must sign.

Power of Attorney: Where signing as Power of Attorney (POA), you must attach an original certified copy of the POA to this Acceptance Form.

Companies: Where the holding is in the name of a Company, this Acceptance Form must be signed in accordance with the Corporations Act, either as:

• a Sole Director and Sole Company Secretary OR a Sole Director (if no Company Secretary exists), OR

• two Directors, OR

• a Director and Secretary.

Overseas Companies: Where the holding is in the name of an Overseas company (companies incorporated outside Australia) the Acceptance Form must be signed as above, or documentation must be provided showing that the company can sign in an alternate manner.

Deceased Estate: All executors must sign and a certified copy of Probate or Letters of Administration must accompany this Acceptance Form.

Entering contact details is not compulsory, but will assist us if we need to contact you.

Turn over to complete the Acceptance Form è

916CR_0_Sample_CA/000001/000001

Insert SRN (starting with I):

Takeover Acceptance Form

RegisINSERTrationNAMEName:& ADDRESS:

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