CareTech Presentation Team

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Farouq Sheikh Chairman

John Ivers Group Chief Operating Officer

Gareth Dufton Interim Group Finance Director

Agenda

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Overview

Operational review

Financial review

Summary and outlook

Q&A

Unique access to the Social Care Market

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What we do?

CareTech is a leading national provider of care services for children and adults with complex needs

We are the largest provider of care and education services to children in the UK

We operate in a c£15bn p.a. UK social care sector with high growth segment and favourable demographics with increased outsourcing of care

How do we do it?

We provide a range of care services, from residential care to supported living and education

Person centred planning, putting the service user first to deliver positive outcomes

What makes us unique?

We have highly motivated and empowered staff who combine care, property and finance expertise

CareTech’s innovative Care Pathways deliver positive outcomes for our service users and value for commissioners

Proven track record

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CareTech have 25 years of experience in the care sector and 13 years on the public markets

Grown from a single home to 550 facilities and 10,000 staff supporting 4,500 service users

Building on our Care Pathways, we have expanded from learning disabilities services to encompass services across mental health, education, children’s residential care and therapeutic fostering

We are a trusted partner for local authorities with a proven track record of delivering the highest standards of care and governance

Unique platform with strong commitment to workforce engagement

Underlying EBITDA and EPS has grown by CAGR of 26% and 20% respectively since IPO

At IPO

• UK market size of £2.1bn• Capacity of 435• CareTech market share of less than 1%• One focused operating division – residential and day

care services for adults with learning disabilities

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Our journey so far…

Today

• UK Market size of £14.8bn per annum• Capacity of 5,072• CareTech market share of between 3% - 8%• Three specialist operating divisions:

Adult services: incorporating adult learning disability, mental health and acquired brain injuryChildren services: incorporating young people residential services and learning servicesFoster care: fostering services

Highlights

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Financial

Revenue increased by 120% to £192.5m (2018: £87.6m)

Underlying EBITDA increased by 71% to £33.3m (2018: £19.5m)

Underlying profit before tax increase by 50% to £20.7m (2018: £13.8m)

Independent property valuation of £774m following Cambian acquisition

Integration of Cambian and synergy delivery well underway

Dividend increased by 7% to 3.75p (2018: 3.5p)

Operational

Completion of transformational acquisition of Cambian in October 2018 for £278.5m

Unconditional regulatory clearance from Competition and Markets Authority in February 2019

Maintained occupancy numbers and growth initiatives

CQC and OFSTED ratings continue to be ahead of sector averages

Staff retention initiatives proving successful with retention rates ahead of sector average

Acquisition of the Cambian Group

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CareTech acquired Cambian Group plc in October 2018 for £278.5m (net of cash)

Financial benefits

Competitive price for a transformational acquisition

Purchase price part paid in shares, as we continue to build our vision

Opportunities for EBITDA margin enhancement and synergies in non-operational areas

Trading performance considerably improved since last reported results and synergies on track

Operational benefits

Greater diversification of service offering

Complementary geographical coverage, providing a true nationwide integrated care pathway

Highly skilled combined management team

Further growth and in-fill opportunities from enlarged group and enhanced care pathways

Management commitment

Founders and management committed a further c£4.75m in shares

Divisional breakdown

9Extraordinary days every day

Operational ReviewJohn Ivers, Group Chief Operating Officer

Favourable Demographics and Growth in Outsourcing Continues in our Markets

Increased public outsourcing of care

Key Drivers

Fragmented sector with room for consolidation

Opportunity to improve outcomes of current interventions

Focus on early intervention and preventing bed blocking NHS. Community based service approach.

Increasing numbers of Looked After Children and Adults

Increasing prevalence of learning disabilities, mental health and special education needs

Children andYoung People

£3.7bn(1) £1.

Sector Growth (%)

UK Social Care Market Size

£12.6bn(1)<5%

33%

<8%

60%

<3%

75%

£3.7bn(1) £1.6bn(1) £9.5bn(1)

Enlarged CareTechGroup Addressable Market Share

Independent sector Penetration

AdultsFostering

5.5%5.2%

(1) Laing and Buisson

Social Care Sector in UK

5.7%

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Operational Update

‘More of the Same’ approach

- Growth underpinned by established solid operational foundations and platforms

- Business driver KPI’s on people, quality and bed-fills show sustained progress.

- Focus maintained on:

- Core organics/reconfigurations/targeted bolt-ons/Geographic and Care Pathway Extensions.

- CQC and OFSTED ratings continue to be ahead of sector averages.

‘Integration and Alignment’ approach

- Integration well underway

- Operational Team aligned and focused

- Progress on plan and towards CareTech Key Metrics.

- CareTech reporting and management review approach embedded

- Shared services and best practice approach across the Care Pathway.

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Capacity 1,934 1,167 1,971

Sites280 residential sites

47 educational facilities11 locations 203 sites

Regulator Ratings

89% good/outstanding CareTech77% Cambian 100% good rated with Ofsted 94% good/outstanding CQC rated

Foster Care Adult ServicesChildren Services

Operating segments

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Areas of specialism

Learning disability

Mental Health Issues

Autism Spectrum Conditions

Complex social, emotional and

behavioural difficulties

Young people in crisis

Education and Therapy

Foster Placements for Children

and Young People with

challenging and complex

behaviours

Family placements for Children

and Young People with disabilities

Learning disabilities

Mental Health

Autism and Asperger’s

Physical disabilities

Sensory Impairment

Dual Diagnosis

Brain Injury Rehabilitation

Our Care Pathways

Children and Young People Services

Special Education

Needs, SEMH and LD

Therapy and

Residential Services

Short Breaks/Respite

Leaving Care 16+

Fostering Care

Learning Services

Service Users:

- Apprenticeships

- Employability programmes

Workforce:

- Leadership and Career

Development

- Training and Support

Community Based Adult Services

Learning Disability

Mental Health

Physical Disability

Dementia/Aspergers

Respite Care

Support and

Rehabilitation

Specialist Services

Acquired Brain Injury Rehabilitation Campus and

Stepdown Services

Specialist Mental Health Recovery

Hospital and Stepdown Services

Complex Home Healthcare

Palliative Care

Our Approach Delivering

Over 10,000 expert trained and quality focused staff provide care through over 500 sites

Tailored to individual service user and family requirements

High Quality

Outcome focused

Promoting independence and choice

Excellent Value

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Enlarged Group – Operational Imperatives

Financial PerformanceCareTech Revenue +12% margin 20.6%

Cambian pre-synergy margin 13.2%vs 10.9% LY18(HI 2018/19)

• Winning Formula• Leveraging Operational Expertise across Group• Common Management Focus/KPI driven

Our PeopleAnnualised Staff retention

77% CareTech71% Cambian

87 Leadership Programme 202 staff SAYE scheme

427 Apprenticeship Diploma LearnersCare Awards

High Quality PerformanceGood/Outstanding Ratings

94% Adults89% CareTech Children’s

77% Cambian

High Occupancy Levels87% blended/93% mature CareTech

75% overall Cambian

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Growing and Developing our Business

Core Services

CareTech +39 beds (HI 2018/19)

Reconfigurations

CareTech +13 beds (HI 2018/19)

Geographic and Service Infill Projects

CareTech +6 additional beds(HI 2018/19)

Expansion underway North West/South West/ South East/ Scotland

Financial PerformanceCareTech Revenue +12% margin 20.6%

Cambian pre-synergy margin 13.2%vs 10.9% LY18(HI 2018/19)

Additional opportunities

Bolt-onsGrowth within enlarged group

International opportunities

Children’s and Young People’s Residential and Educational Services

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Operational Snapshot Key Strategic Priorities

Group Capacity 1,934CareTech (356 Places)Cambian (1,578 places)

Occupancy Blended84% CareTech75% Cambian

Quality Ratings Ofsted89% Good/Outstanding (CareTech)77% Good/Outstanding (Cambian)

Services280 Residential sites47 Educational Facilities

• Service Specialisation Focus

- complex care - sexual trauma- CAMHS

• Care/Education/Therapy Approach

• Maximise occupancy of current capacity

• Fee and Referral Management

• Recruit and retain to service core and emerging services

• Partnership working with LA

• Managing positive outcomes and transitions across Pathways

• Maintain ‘Best in Class’ quality and reputation for service delivery

5,239Employees

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Children’s Services Recent Projects

Culcheth House – Opened January 20195 bedded home. Located in Culcheth near Warrington. Home at full capacity as of April 2019.

Nanny Brook – Due to open in July 2019Located in Oakenclough, near Preston.5 bedded home in a very rural location

The Vicarage – Opened November 2018.Based in Gloucester, is a 5 bed converted Chapel providing Supported Accommodation for Young People aged 16 -18 years.Currently home to four Young People.

Foster Care

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652 Foster Parents160 CareTech492 Cambian

1,167 Places301 CareTech866 Cambian

230Employees

11 locations3 CareTech8 Cambian

Quality Ratings Ofsted100% good rated services

Embed Therapeutic Fostering approach

Continued focus on carer pipeline and referrals

Managing fill rate

Family assessment and support centre as a value added service.

Operational Snapshot Key Strategic Priorities

Adult Services

203 SitesFreehold facilities

1,971Bed / Places

89%Blended Occupancy

3,661Employees

Quality Ratings CQC94% Good/outstanding

Specialist Community social care services across the UK

Established 25 years ago as the initial CareTech service and brand

Extended service offering learning disability/mental health/physical disabilities and neuro rehabilitation.

Geographic and specialist service pathway infill.

Reconfiguring services to meet changing needs and demand- Step down and rehabilitation- Communal supported living promoting independence and choice

- Apartments and self-contained flats

Developing new projects to meet growing needs

Operational Snapshot Key Strategic Priorities

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Adult Services Recent Projects

Victoria Lodge is a six-bed community based acquired brain injury residentialservice (including 1 flat) in Bognor Regis for adults. Located in the heart of thecommunity Victoria Lodge allows easy access via public transport to local educationand vocational opportunities. Opened on 19 March 2019.

Uplands completed £1m refurbishment of Uplands Hospital, Farnham, resulting in24 operational beds through a recovery model for those with Mental Healthconditions. Updated facilities include clinical treatment rooms, soothing sensoryrooms and a therapy room. Opened on 26 March 2019.

Brisbane Road is located in Ilford, Essex. Following the success in 2015 of creating5 one bedroom self contained flats, we have now completed the redevelopment ofthe ‘Activities/Meeting room’ at the rear of Brisbane Road. The redevelopment thatopened in May 2019 has provided two more self-contained one bedroom flats.

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Operational Way Forward

Underway with:

Aligned CareTech and Cambian team (Approach/Focus/Review)

Shared best practice approach

Our People (recruit/retain/develop/recognise)

Continued High Quality Performance (Line of Sight)

Reconfiguring Assets/Projects for Geographic and Service infills

Integrated Support and Back Office (Shared Services)

Joint collaboration opportunities across Care Pathways

Combined Business Development and fee management approach

Divisional breakdown

22Extraordinary days every day

Financial Results for the 6 months to March 2019Gareth Dufton, Interim Group Finance Director

Extraordinary days every day

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Revenue increased by 120% to £192.5m

Underlying EBITDA increased by 71% to £33.3m

Underlying EPS increased by 6.5% to 15.82p

Strong operating cash conversion c85%* (excludes Cambian pre-acquisition period)

Integration underway and synergies delivered

Independent property valuation on acquisition of £774m

Bank facilities in place until 2022/2023 including an undrawn £25m revolving credit facility

Ground rent transaction completed, raising £31m proceeds at 2.85% NIY

Net debt of £293.0m

Interim dividend increased by 7% to 3.75p

Financial Highlights

for the six months ended 31 March 2019

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Financial Highlights

Group CareTech Cambian

Revenue £192.5m £98.2m £94.2m

Underlying EBITDA £33.3m £20.2m £13.1m

EBITDA margin 17.3% 20.6% 13.9%

EBITDA margin (pre-synergies) 13.2%

Operating cash conversion 85% 97% 100%*

Property valuation £774m £424m £350m

*including 18 days pre-acquisition

Cambian results for post acquisition period from 19 October 2018

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Operating Segmentsfor the six months ended 31 March 2019

Six months ended Six months ended

2019 2019 2018 2018

Revenue EBITDA Margin Revenue EBITDA Margin

£m £m £m £m

Adults Services

CareTech 62.1 15.0 24% 58.2 15.3 26%

Cambian - - - -

62.1 15.0 58.2 15.3

Children's Services

CareTech 32.1 8.4 26% 25.2 7.0 27%

Cambian 78.7 18.1 23% - -

110.8 26.5 25.2 7.0

Foster Care

CareTech 4.0 0.8 20% 4.0 1.0 25%

Cambian 15.5 2.8 18% - -

19.5 3.6 4.0 1.0

Unallocated costs (11.7) - (3.8)

Total 192.5 33.3 17% 87.5 19.5 22%

Non underlying items

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Financials

Six months ended Six months ended

31-Mar-19 31-Mar-18

unaudited unaudited

£000 £000

Acquisition expenses 10,318 -

Integration and restructuring costs 2,354 1,111

Profit arising from the ground rent transaction (4,565) -

Charitable donations 390 -

Termination of onerous leases - 727

Amortisation of intangible assets 4,922 3,558

Non underlying items 13,419 5,396

Fair value movements relating to derivative financial instruments (153) (468)

Charges relating to derivative financial instruments 86 341

IAS 17 lease imputed interest 112 112

Finance fees extinguished 396 -

Included in financial expenses 441 -15

Tax effect:

Current tax 101 (349)

Deferred tax (3,363) (316)

Included in taxation (3,262) (665)

Total non underlying items 10,598 4,716

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Cambian - Integration and Synergies

Margin improvement plan being delivered improvement to 13.2% (pre synergies) from 10.9% (June 2018)

Systems & back office integration under way

IT costs streamlined and a new IT strategy in place

On track to deliver synergies of £3m PBT – FY2019 CEO, CFO and all non-executive board members have left the group Number of senior management team savings Exercised break clause on lease of Cambian head office

Visibility of £5m PBT synergies by FY2020

Operational benefits not factored into any integration analysis

Cash flow and balance sheet KPI’s as at 31 March 2019

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Cash Flow Balance Sheet and KPI’s

£m £m

EBITDA 33.3 Property Valuation c 19 September 2019 774.1

Movement in working capital* (5.0) Tangible fixed assets - net book value 600.5

Capital expenditure (16.7) Net debt (293.0)

Acquisition of Cambian (net of cash acquired) (160.5) Net assets 328.4

Proceeds from ground rent transaction 31.0 Cash & undrawn facilities 51.7

Non underlying and acquisition costs (17.6)

Tax interest and dividends (10.3) Covenants

Movement in net debt (146.0) EBITDA: Interest 5.7:1

Opening net debt (147.0) Net debt: EBITDA 3.9:1

Closing net debt (293.0) Loan: Value 42%

* excludes the pre-acquisition period

IFRS16 - Leases

To be adopted for FY 30 September 2020

Adopting “modified retrospective” transitional approach

Mainly property leases effected. Short term leases (<12 months) and low value (c£4k) excluded

IFRS 16 will not have any impact on:

Bank covenants

the underlying commercial terms of each lease

the commercial performance of the Group

cash flow generated in the year

Immaterial impact on EPS

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Divisional breakdown

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Summary and OutlookFarouq Sheikh, Chairman

Extraordinary days every day

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Revenue £23m

EBITDA £2.4m

EPS 4.1p

Market size £2.1bn

Market Share

1%

Revenue £123.3m

EBITDA £30.7m

EPS 31.02p

Market size £9.7bn

Market Share

<2%

Revenue £185.7m

EBITDA £43.9m

EPS 35.07p

Market size £12.6bn

Market Share

3%

Revenue £192.5m

EBITDA £33.3m

EPS 15.82p

Market size £14.8bn

Market Share

3% - 8%

Underlying market factors remain positive Regulatory burden increasing Shortage of specialist beds

Continued focus on the integration of Cambian, delivering synergy targets & improving margins Improved staff retention & quality ratings

will lead to increased occupancy levels

Consolidation in the sector

Harnessing technology Use to assist with care provision (Tele care) Validating & tracking outcomes using

technology Diagnostic tools Monitoring and support

International Development Arab Health 2018 Exploring related opportunities

Direction of Travel

Half Year Actual 2019

Enlarged GroupAdded value creationand synergies: Scale benefit, services and coverage extended. • £6m synergies by FY2021 • Improving Cambian

performance • Market share 6%+

IPO 2005 Actual 2018Placing 2015

Outlook

Strong start to the year

Trading in line with current market expectations

Cambian integration well on track

CareTech is a profitable, cash generative and asset backed business with an attractive yield

Experienced and strengthened management team through the acquisition of Cambian whose interests are aligned with shareholders

Highly fragmented market with growth opportunities through organic and acquisition

A business model that is flexible, scalable and well positioned for growth

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SummarySummary

Extraordinary days every day 33

Q&A

Extraordinary days every day

Disclaimer

This presentation has been prepared by CareTech Holdings PLC (“CareTech” or the “Company”) and the information contained herein is restricted and is not intended for distribution to, or use by any person or entity in any jurisdiction

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amended (the “Securities Act”)). Securities in the Company may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and

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This presentation has not been (i) produced as a result of a process which was designed to ensure that it satisfies the standards, of accuracy, disclosure or completeness required of a prospectus, or listing particulars or other disclosure

document to be published in connection with an application for shares or other securities to be admitted to listing or dealing or trading on a regulated market or a recognised investment exchange (as defined in the Financial Services and

Markets Act 2000 (“FSMA”)) (ii) approved for the purposes of section 21 of FSMA by, a person authorised under FSMA or (iii) subjected to the due diligence investigations, verifications and other procedures commonly carried out or

applied in relation to the publication of a prospectus, listing particulars or other disclosure document on such an application, nor does it contain all information that would be required if it were a prospectus for the purposes of Directive

2003/71/EC. Accordingly, this presentation does not purport to be all-inclusive.

In making this presentation available, CareTech makes no recommendation to buy, sell or otherwise deal in shares in CareTech and its subsidiaries (the “Group”) or in any other securities or investments whatsoever, and you should

neither rely nor act upon, directly or indirectly, any of the information contained in these presentation slides in respect of any such investment activity. Past performance is no guide to future performance. If you are considering engaging

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This presentation (and any subsequent discussions arising thereon) may contain certain statements, statistics and projections that are or may be forward-looking. The accuracy and completeness of all such statements, including, without

limitation, statements regarding the future financial position, strategy, projected costs, plans and objectives for the management of future operations of the Group are not warranted or guaranteed. By their nature, forward-looking

statements involve risk and uncertainty because they relate to events and depend on circumstances that may occur in the future. Although CareTech believes that the expectations reflected in such statements are reasonable, no

assurance can be given that such expectations will prove to be correct. There are a number of factors, many of which are beyond the control of the Group, which could cause actual results and developments to differ materially from

those expressed or implied by such forward-looking statements. These factors include, but are not limited to, factors such as: future revenues being lower than expected; increasing competitive pressures in the industry; and/or general

economic conditions or conditions affecting the relevant industry, both domestically and internationally, being less favourable than expected. We do not intend to publicly update or revise these projections or other forward-looking

statements to reflect events or circumstances after the date hereof, and we do not assume any responsibility for doing so. By accepting these presentation slides, you agree to be bound by the above conditions and limitations

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