T h e O r i o n H e a l t h E m p l o y e e S h a r e P u r c h a s e P l a n

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1 T h e O r i o n H e a l t h E m p l o y e e S h a r e P u r c h a s e P l a n

2 Employee Tax Summary - Spain The summary below is general in nature and is based on the Spanish income tax laws as at June 2015 and the tax obligations in relation to the Orion Health s employee share purchase Plan (the Plan). The taxation treatment of employee share awards changes from time to time, so it is strongly recommended that you seek your own professional advice in relation to your personal circumstances. Orion Health Limited and its subsidiaries ( Group ) will not be held responsible for employees who act on the advice provided in this employee tax summary. The summary also assumes that you are an employee of Orion Health and that you are, and remain, a resident of Spain for tax purposes (not considering individuals regarded as resident of Spain for tax purposes granted with the special tax regime for inbound employees). There are specific rules regarding employees whose residency status changes. These rules need to be considered on a case-by-case basis and you should consult your tax adviser in these circumstances. Overview of the Plan This is Orion Health s employee share purchase Plan (the Plan) that allows employees of the Orion Health Group to purchase Orion Health Shares and, subject to certain conditions, receive additional shares at no additional cost. If you choose to participate in the Plan, you choose how much you want to invest each Plan Year from your after-tax pay (your Annual Investment). The Plan has maximum and minimum amounts for your Annual Investment, depending on your country of employment. These are set out in Section 10 of the Rules to this Plan. Your Annual Investment will be divided by the number of salary, wage or similar payments you receive in the relevant Plan Year, and the resulting amount will be deducted from each after-tax payment you receive over the year (your Deduction). For example, if your Annual Investment is EUR1,200 and you are paid monthly, your Deduction will be EUR100. Your Deduction will be used to purchase Shares in Orion Health on the NZX Main Board or the ASX each month (your Acquired Shares). If you remain employed within the Orion Health Group and retain ownership of your Acquired Shares for a period of three years, you will receive free additional Shares for each Acquired Share (your Award Shares) in a ratio set by Orion Health. Generally, you will receive one Award Share for every two Purchased Shares held at the end of the Qualifying Period. Your Acquired Shares will give you the right to vote at shareholder meetings (through the nominee), and you will also be entitled to any dividends declared by Orion Health on your Acquired Shares. Acquired Shares No tax is payable upon allocation of your Acquired Shares as the shares will be purchased at market value.

3 Sale of Acquired Shares When you sell your shares, your capital gain will be calculated as follows: Sale proceeds less the cost of acquisition of the Acquired shares (i.e. the price you paid to acquire the Acquired shares) Capital gains are taxed at the following savings income rates (applicable to all savings income) for the tax year 2015: Tax Rate Taxable Base 20% From Euro 1 to Euro 6,000 22% From Euro 6,000 to Euro 50,000 24% Above 50,000 If a capital loss arises on the disposal of the shares, this can be used to reduce other gains realised within the year. In the amount of losses are higher than the amount of gains, the excess can be offset by the positive balance formed by savings income (i.e. Interests, dividends or savings from insurance policies among others) up to the 25% of such positive balance. The remaining excess will be deferred for future years (maximum four years). Note that in order to claim a capital loss on a disposal against a gain arising in a future year, the loss must be reported in the year it arises and a note should be made to ensure the losses are carried forward and utilised (it is our understanding that reference made to the note is a recommendation for the employee to avoid missing the tax credit in subsequent returns). Award Shares You will not be taxed on the grant of rights to Award Shares. Vesting of Award Shares You will be taxed on the: Fair market value of the Award Share at vesting * by the number of Award Shares The income will be subject to payment-on-account at your marginal rate of tax (top rate is 47% for the year 2015) and subject to social tax. Orion Health will withhold and remit your income tax and social security contributions. Note: It is possible that you may be exempt from income tax on your Award Shares if certain exemption conditions are met (such as you do not sell your Award Shares for three years after they are allocated to you on vesting). Your employer will provide further advice on this exemption prior to the vesting of your Award Shares. Please note that the Spanish Regulations that will introduce changes in the legal requirements that must be met to be benefited from the tax exemption related to delivery of company shares at no cost have not yet entered into force. Note (ii): Spanish PIT Domestic Law establishes a 30% reduction on work income whose generation period is higher than two years provided the income is attributable in a single year. Notwithstanding the above, taxpayer will not be entitled to apply the aforesaid reduction on work income when, within the five tax years preceding the tax year in which the income becomes enforceable/payable, the taxpayer has benefited from the reduction in respect of income generated in a period exceeding two years.

4 This 30% reduction could only be applied to a maximum annual quantity of EUR over the full amount perceived. The income arising as a result of the vesting of your Award shares may also be subject to social security depending on your annual salary. Unless your salary exceeds the maximum monthly Social Security contribution base of EUR3,606 (tax year 2015 base) you will be subject to employee s social security at a rate of 6.35% on the taxable value of the Award Shares. Sale of Award Shares Where you dispose of the Award Shares of the company and either a capital gain or loss is calculated as follows: Sale proceeds less the market value of the Award Shares on the relevant vesting date. Capital gains are taxed at the following savings income rates (applicable to all savings income) for the tax year 2015: Tax Rate Taxable Base 20% From Euro 1 to Euro 6,000 22% From Euro 6,000 to Euro 50,000 24% Above 50,000 According to Spanish PIT Law, the FIFO method should be taken into account with regards to the sale of the shares. However, it is not a clear cut issue whether the FIFO method should also affect the exemption above referred for delivery of company shares. Dividends Where dividends are received on the shares in your capacity as a shareholder Spanish income tax should be calculated and payable on any actual dividends received at the savings income rates listed above. Reporting Orion Health are obliged to withhold any income tax and social security due on the vesting of the Award Shares and report and pay this tax on your behalf to the Spanish Tax Authorities. You will be obliged to report the taxable income arising on the vesting of the Award Shares when filing your annual Personal Income Tax (PIT) returns - Form 100. The PIT filing period is, as general rule, between May 1st and June 30th of the following year. Where you are already obliged to file a Net Wealth Tax return (Form 714), you should include the value of the shares held as a result of the vesting of the Award Shares as of December 31st of each year, determined accordingly to Spanish Net Wealth Tax rules. You will also be subject to the reporting obligations in respect of assets and rights located outside of Spain (Form 720). This form requires you, as general rule, to provide detail of the shares acquired from the foreign entity. This is only for reporting purposes and, therefore, no tax due arises.

5 The Bank of Spain and Directorate General for Trade and Investments may require the filing of the informative tax returns (ETE Form for Bank of Spain or D5 for DGTI) regarding international transactions or holding of assets or liabilities abroad. These are only for reporting purposes and, therefore, no tax due arises.