NOTICE IMPORTANT: You must read the following before continuing. The following applies to the document following this notice, whether received by email or otherwise received as a result of electronic communication. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them, each time you receive any information as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE FOLLOWING DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933 (THE ‘‘SECURITIES ACT’’) OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. This document does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdiction where such offer or sale would be unlawful. The shares that may be received in the business combination described in the following document (the ‘‘Combination’’) have not been, and will not be, registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States, and may only be offered or sold in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 802 under the Securities Act. Information distributed in connection with the Combination is subject to disclosure requirements of the United Kingdom and South Africa that are different from those of the United States. The financial information contained in this document has been prepared in accordance with IFRS and may not be comparable to the financial statements and financial information of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under U.S. federal securities laws, since Al Noor Hospitals Group plc (‘‘Al Noor’’) is located in the United Kingdom, and some of its officers and directors are residents of countries outside the United States. You may not be able to sue a UK company or its officers or directors in an English court for violations of U.S. securities laws. It may be difficult to compel a UK company and its affiliates to subject themselves to a U.S. court’s judgement. You should be aware that Al Noor may purchase securities otherwise than under the Combination, such as in open market or privately negotiated purchases. Mediclinic International Limited (‘‘Mediclinic’’) shareholders who are affiliates of Al Noor after the Combination will be subject, under Rule 144 under the Securities Act, to timing, manner of sale and volume restrictions on the sale of shares received pursuant to the Combination. For the purposes of the Securities Act, an ‘‘affiliate’’ of a company is any person that directly or indirectly controls, or is controlled by, or is under common control with, the company. Holders of Mediclinic shares that constitute ‘‘restricted securities’’ for the purposes of Rule 144 under the Securities Act will receive shares that also constitute restricted securities and will not be permitted to offer or resell in the United States the shares they receive without registering that offer or sale under the Securities Act or conducting that offer or resale in reliance on an exemption from registration. The Securities Act would not generally restrict a sale of shares that are ‘‘restricted securities’’ on the London Stock Exchange, provided that the sale had not been pre-arranged with a buyer in the United States. Shareholders who believe they may be affiliates for the purposes of the Securities Act should consult their own legal advisers. You are reminded that the following document has been delivered to you on the basis that you are a person into whose possession the document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the document to any other person. Under no circumstances shall the document constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The document has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Sponsors or Financial Advisors, any person who controls the Sponsors or Financial Advisors, or any of their respective directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you. THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction. This document comprises a prospectus relating to Al Noor Hospitals Group plc (the ‘‘Company’’) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (‘‘FCA’’) made under section 73A of the FSMA. This document has been approved by the FCA in accordance with section 85 of the FSMA, will be made available to the public and has been filed with the FCA in accordance with the Prospectus Rules. This document together with the documents incorporated into it by reference (as set out in Part 21: ‘‘Documentation incorporated by reference’’ of this document) will be made available to the public in accordance with Prospectus Rule 3.2 by the same being made available, free of charge, at www.alnoorhospital.com and at the Company’s registered office at 1 Floor, 40 Dukes Place, London EC3A 7NH. Applications will be made to the UK Listing Authority and to the London Stock Exchange for the Existing Shares and the New Shares to be admitted to listing on the premium listing segment of the Official List maintained by the FCA and to trading on the main market for listed securities of the London Stock Exchange, respectively. An application will be made for an inward secondary listing of the Shares on the main board of the Johannesburg Stock Exchange. It is also intended, subject to compliance with the relevant regulatory procedures, to seek a secondary listing of the Shares on the Namibian Stock Exchange, either simultaneously with the inward secondary listing on the Johannesburg Stock Exchange or as soon as practicable thereafter. It is expected that, subject to the conditions to the proposed combination of Al Noor and Mediclinic (the ‘‘Combination’’) being satisfied or, where appropriate, waived, Admission will become effective and dealings on the London Stock Exchange in the Existing Shares and the New Shares will commence at 8.00 a.m. (London time) on the Closing Date. Investors should rely only on the information contained in this document and the documents incorporated by reference herein. No person has been authorised to give any information or make any representations other than those contained in this document and any document incorporated by reference herein and, if given or made, such information or representation must not be relied upon as having been so authorised. In particular, the contents of Al Noor’s website do not form part of this document and investors should not rely on it. The Company will comply with its obligation to publish a supplementary prospectus containing further updated information required by law or any regulatory authority, but assumes no further obligation to publish additional information. YOU SHOULD READ THE WHOLE OF THIS DOCUMENT AND ANY DOCUMENTS INCORPORATED HEREIN BY REFERENCE. IN PARTICULAR, YOUR ATTENTION IS DRAWN TO THE SECTION HEADED ‘‘RISK FACTORS’’ IN THIS DOCUMENT. 12NOV201511451991 Al Noor Hospitals Group plc (to be renamed Mediclinic International plc) (incorporated and registered under the laws of England and Wales with registered number 8338604) Application for the admission to listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities of the Existing Shares and up to 613,000,000 New Shares in connection with the proposed combination with Mediclinic and 72,115,384 New Shares in connection with the Remgro Subscription Apart from the responsibilities and liabilities, if any, which may be imposed on any of Rothschild, Goldman Sachs International or Jefferies International Limited (‘‘Jefferies’’) by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of Rothschild, Goldman Sachs International or Jefferies accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this document or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares or the Combination and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future.