Healthscope Group Aggregated Annual Financial Report FINAL SIGNED (2).pdf HEALTHSCOPE GROUP AGGREGATED ANNUAL REPORT For the period ended 30 June 2011 TABLE OF CONTENTS Page Responsible Body’s Report...

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Healthscope Group Aggregated Annual Financial Report FINAL SIGNED (2).pdf HEALTHSCOPE GROUP AGGREGATED ANNUAL REPORT For the period ended 30 June 2011 TABLE OF CONTENTS Page Responsible Body’s Report 1-4 Auditor’s Independence Declaration 5 Independent Auditor’s Report 6-7 Statement of Comprehensive Income 8 Statement of Financial Position 9 Statement of Cash Flows 10 Statement of Changes in Equity 11 Notes to the Financial Statements 12-51 Responsible Body’s Declaration 52 HEALTHSCOPE GROUP RESPONSIBLE BODY’S REPORT 1 The Responsible Body submits the financial report of the Healthscope Group for the period ended 30 June 2011 (Report). PURPOSE Healthscope Notes Limited (ACN 147 250 780) (‘Issuer’) was incorporated on 8 November 2010 as a special purpose vehicle to issue publicly listed debt instruments and on-lend the net proceeds raised from the issue of the debt instruments to Healthscope Finance Pty Ltd (ACN 145 126 067), a member of the Healthscope Group (as defined below). The Issuer raised $200 million by issuing 2 million $100 redeemable, exchangeable, secured but subordinated Notes (‘Healthscope Notes’) on 17 December 2010. The Issuer was admitted to the Official List of the Australian Securities Exchange (‘ASX’) (ASX code: HLN) on 17 December 2010. The Healthscope Notes have been quoted on the ASX from 20 December 2010. The ordinary shares of the Issuer are not quoted. As a result of its listing on the ASX, the Issuer is required to lodge annual and half yearly financial reports in accordance with the ASX Listing Rules and the Corporations Act. In addition, the Issuer will lodge with the ASX annual and half yearly aggregated financial reports for the Healthscope Group, which aggregates the financial performance, the financial position and the cash flows of: • APHG Holdings 2 Pty. Ltd., (ACN 146 342 832) and its controlled entities; • APHG No 2 Holdings 2 Pty. Ltd., (ACN 146 342 832) and its controlled entities; and • CT HSP Holdings (Dutch) B.V. (registration no. 34308383) and its controlled entities; (together the ’Healthscope Group‘) to provide the holders of Healthscope Notes with an understanding of the financial position of the Healthscope Group which was referred to in the Issuer’s prospectus dated 24 November 2010 as the ‘Security Group’. INCORPORATION The dates and places of incorporation of each of the parent entities within the Healthscope Group are as follows: • APHG Holdings 2 Pty. Ltd., (ACN 145 126 094) incorporated in Australia on 9 July 2010. • APHG No 2 Holdings 2 Pty. Ltd., (ACN 146 342 832) incorporated in Australia on 15 September 2010. • CT HSP Holdings (Dutch) B.V. (registration no. 34308383) incorporated in The Netherlands on 29 July 2008 REPORTING PERIOD The financial report covers the period from 9 July 2010 to 30 June 2011 for APHG Holdings 2 Pty. Ltd, from 15 September 2010 to 30 June 2011 for APHG No 2 Holdings 2 Pty. Ltd and from 1 July 2010 to 30 June 2011 for CT HSP Holdings (Dutch) B.V. Healthscope Limited (ACN 006 405 152) and its controlled entities were acquired by funds advised and managed by TPG (TPG FOF VI SPV, LP.) and Carlyle (Carlyle HSP Partners, LP.), the entities ultimately holding the Healthscope Group, on 12 October 2010 hence their financial results are included in this Report from the period 12 October 2010 to 30 June 2011. COMPARATIVE INFORMATION No comparative information has been provided in this Report as this is the first reporting period for the Healthscope Group. HEALTHSCOPE GROUP RESPONSIBLE BODY’S REPORT 2 DIRECTORS For the purposes of this Report, the Responsible Body consists of the directors’ of the following entities: • Healthscope Hospitals Holdings Pty. Ltd., (ACN 144 840 639); • Healthscope Pathology Holdings Pty. Ltd., (ACN 145 250 157); • CT HSP Holdings (Dutch) B.V. (registration no. 34308383). The names of the directors of each of the above entities in office at any time during or since the end of the period are: Healthscope Hospitals Holdings Pty Ltd Mr A. Adam appointed 25 June 2010 and resigned 14 July 2010 Mr S.S. Tan appointed 14 July 2010 and resigned 15 July 2010 Mr D.C. Reintjes appointed 14 July 2010 and resigned 14 December 2010 Mr S.C. Moore appointed 14 July 2010 Mr R.J. Cooke appointed 15 November 2010 Ms K.K. Bechtel appointed 14 December 2010 Mr D.A. Carroll appointed 14 December 2010 and resigned 18 February 2011 Mr M.D. Hunter appointed 14 December 2010 Mr S.J. Schneider appointed 14 December 2010 Mr A.J. Shastry appointed 14 December 2010 Mr T.B. Sisitsky appointed 14 December 2010 Mr S. Wise appointed 14 December 2010 Mr R. Seow appointed 18 February 2011 Healthscope Pathology Holdings Pty Ltd Mr B.C. Furphy appointed 16 July 2010 and resigned 21 September 2010 Mr D.C. Reintjes appointed 20 September 2010 and resigned 14 December 2010 Mr S.C. Moore appointed 20 September 2010 Mr R.J. Cooke appointed 15 November 2010 Ms K.K. Bechtel appointed 14 December 2010 Mr D.A. Carroll appointed 14 December 2010 and resigned 18 February 2011 Mr M.D. Hunter appointed 14 December 2010 Mr S.J. Schneider appointed 14 December 2010 Mr A.J. Shastry appointed 14 December 2010 Mr T.B. Sisitsky appointed 14 December 2010 Mr S. Wise appointed 14 December 2010 Mr R. Seow appointed 18 February 2011 CT HSP Holdings (Dutch) B.V. Hujori Vastgoed Holding B.V. appointed 29 July 2009 and resigned on 20 September 2010 Mr. D.J. Jaarsma appointed 20 September 2010 Mr. T.B Mayrhofer appointed 20 September 2010 Mr. J.E. Viola appointed 20 September 2010 Mr. G.A.R. Warris appointed 20 September 2010 REMUNERATION OF THE MEMBERS OF THE RESPONSIBLE BODY None of the members of the Responsible Body received any payment for the services provided as a member of the Responsible Body of the Healthscope Group during the period, from the Companies within the Healthscope Group or related parties. HEALTHSCOPE GROUP RESPONSIBLE BODY’S REPORT 3 PRINCIPAL ACTIVITIES The principal activities of the Healthscope Group during the period ended 30 June 2011, were the provision of healthcare services through the ownership and management of hospitals, medical centres and the provision of diagnostic services (pathology). OPERATING RESULTS The aggregated loss of the Healthscope Group for the period, after income tax expense, amounted to $64.353 million. DIVIDENDS No dividend has been declared during or since the end of the period by any of APHG Holdings 2 Pty. Ltd., APHG No 2 Holdings 2 Pty. Ltd. or CT HSP Holdings (Dutch) B.V. REVIEW OF OPERATIONS Group results before Non-recurring Items (NRI’s) The table below provides an analysis of the EBITDA achieved for each segment (refer Note 4) for the period ended 30 June 2011. EBITDA – Continuing Operations 12 October 2010 to 30 June 2011 Hospitals 164,849 Pathology 22,219 International 25,414 Total-before Non-Recurring Items 212,482 Non-recurring items The Net Loss after tax of $64.353 million was impacted by a number of NRIs, which cumulatively reduced the Group result by $116.254 million. A break up of the NRI’s for the period ended FY2011 is detailed below: NRI Item NPAT $Millions Costs associated with the acquisition of Healthscope 81,632 Restructure and other costs 34,622 Total 116,254 HEALTHSCOPE GROUP RESPONSIBLE BODY’S REPORT 4 SUBSEQUENT EVENTS To the best of the knowledge of the Responsible Body, there has been no matter or circumstance that has arisen since the end of the financial period that has significantly affected or may affect the Healthscope Group’s operations or state of affairs in future periods. FUTURE DEVELOPMENTS In the opinion of the Responsible Body, it would prejudice the interests of the Healthscope Group if the Responsible Body's Report were to refer to any likely developments in the operations of the Healthscope Group in subsequent financial years or to the expected results of those operations, beyond the coverage given to these matters herein. ENVIRONMENTAL ISSUES The Healthscope Group is not subject to any significant environmental regulations under a law of the Commonwealth or of a state or territory. INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS During the period, the Healthscope Group paid a premium in respect of a contract insuring the directors of Healthscope Hospitals Holdings Pty Ltd, Healthscope Pathology Holdings Pty Ltd, the Company Secretary and Executives of the Healthscope Group against liability to the extent incurred as such a director, secretary or executive officer to the extent permitted by the Corporations Act 2001. It is a condition of the insurance contract that its limits of indemnity, the nature of the liability indemnified and the amount of the premium are not to be disclosed. The Healthscope Group has not otherwise, during or since the end of the financial period, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Healthscope Group or of any related body corporate against liability incurred as such an officer or auditor. PROCEEDINGS ON BEHALF OF THE HEALTHSCOPE GROUP No person has applied for leave of Court to bring proceedings on behalf of the Healthscope Group or intervene in proceedings to which the Healthscope Group is a party for the purpose of taking responsibility on behalf of the Healthscope Group for all or any part of those proceedings. The Healthscope Group was not a party to any such proceedings during the period. ROUNDING OFF OF AMOUNTS