Ethos (TPG) – EMIS and certain related assets

Ethos Bidco, Ltd (Ethos) proposes to indirectly acquire the following from affiliates of UnitedHealth Group Incorporated (UHG) pursuant to a Share and Asset Purchase Agreement (EMIS SAPA):

100% of the shares of EMIS Group Limited (EMIS); and

Certain healthcare technology assets used in the UK by UHG's wholly owned subsidiary, Optum Health Solutions (UK) Limited (Transferred Assets).

Ethos also proposes to acquire 100% of EMIS Health India Private Limited (EMIS India) (together with EMIS and the Transferred Assets, the Target Group) from UHG through a separate Share Purchase Agreement (EMIS India SPA, together with EMIS SAPA, the Acquisition).

Ethos is a special purpose vehicle established by funds managed by affiliates of TPG Inc. (TPG) for the purpose of the Acquisition. TPG is a leading global alternative asset manager firm founded in San Francisco in 1992.

UHG is an NYSE-listed multinational healthcare and well-being company. EMIS is a UK-based healthcare software business ultimately owned by UHG. Its core product is a primary care electronic patient record (EPR) system.

In Australia, the Target Group's activities are limited to the provision of ancillary services to a single customer in relation to the Target Group's legacy EPR system.